UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(cid:3) (cid:3) (cid:3) (cid:3) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended June 30, 2014
(cid:1) (cid:1) (cid:1) (cid:1) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission File Number: 814-00659
PROSPECT CAPITAL CORPORATION
(Exact name of Registrant as specified in its charter)
Maryland
(State or other jurisdiction of
incorporation or organization)
10 East 40th Street, 42nd Floor
New York, New York
(Address of principal executive offices)
43-2048643
(I.R.S. Employer
Identification No.)
10016
(Zip Code)
Securities registered pursuant to Section 12(b) of the Act:
Registrant's telephone number, including area code: (212) 448-0702
Title of each class
Common Stock, par value $0.001 per share
6.95% Senior Notes due 2022
Name of each exchange on which registered
NASDAQ Global Select Market
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:1) No (cid:3)
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes (cid:1) No (cid:3)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes (cid:3) No (cid:1)
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
Registrant was required to submit and post such files). Yes (cid:1) No (cid:1)
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. (cid:1)
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer (cid:3) Accelerated filer (cid:1)
Non-accelerated filer (cid:1)
Smaller reporting company (cid:1)
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:1) No (cid:3)
The aggregate market value of the common equity held by non-affiliates of the Registrant as of December 31, 2013 was $3.337 billion (based on the closing
price on that date of $11.22 on the NASDAQ Global Select Market). For the purposes of calculating this amount only, all executive officers and Directors are
"affiliates" of the Registrant.
(Do not check if a smaller reporting company)
As of August 22, 2014 , there were 342,854,575 shares of the Registrant's common stock outstanding.
Portions of the Registrant's definitive Proxy Statement relating to the 2014 Annual Meeting of Stockholders, to be filed with the Securities and Exchange
Commission, are incorporated by reference in Part III of this Annual Report on Form 10-K to the extent described therein.
Documents Incorporated by Reference
TABLE OF CONTENTS
Business
PART I
Item 1.
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2.
Item 3.
Item 4. Mine Safety Disclosures
Properties
Legal Proceedings
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
Selected Financial Data
Item 6.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Item 8.
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14.
Principal Accounting Fees and Services
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
PART IV
Item 15. Exhibits, Financial Statement Schedules
Signatures
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PART I
In this report, the terms "Prospect Capital Corporation," "we," "us" and "our" refer to Prospect Capital Corporation ("Prospect") and all
entities included in our consolidated financial statements; "Prospect Capital Management" or the "Investment Adviser" refers to Prospect
Capital Management LLC; "Prospect Administration" or the "Administrator" refers to Prospect Administration LLC.
Our $150.0 million of 6.25% Convertible Senior Notes due 2015 are referred to as the 2015 Notes. Our $167.5 million of 5.50% Convertible
Senior Notes due 2016 are referred to as the 2016 Notes. Our $130.0 million of 5.375% Convertible Senior Notes due 2017 are referred to as
the 2017 Notes. Our $200.0 million of 5.75% Convertible Senior Notes due 2018 are referred to as the 2018 Notes. Our $200.0 million of
5.875% Convertible Senior Notes due 2019 are referred to as the 2019 Notes. Our $400.0 million of 4.75% Convertible Senior Notes due 2020
are referred to as the 2020 Notes, and collectively with the 2015 Notes, 2016 Notes, 2017 Notes, the 2018 Notes and the 2019 Notes, the Senior
Convertible Notes. Our $100.0 million of 6.95% Senior Notes due 2022 are referred to as the 2022 Notes. Our $250.0 million of 5.875% Senior
Notes due 2023 are referred to as the 2023 Notes. Our $300.0 million of 5.00% Senior Notes due 2019 are referred to as the 5.00% 2019 Notes,
and collectively with the 2022 Notes and the 2023 Notes, the Senior Unsecured Notes. Any Prospect Capital InterNotes ® issued pursuant to our
medium term notes program are referred to as the Prospect Capital InterNotes ® , and together with the Senior Convertible Notes and the
Senior Unsecured Notes are referred to as Senior Notes.
Item 1. Business
General
We are a financial services company that primarily lends to and invests in middle market privately-held companies. We are a closed-end
investment company incorporated in Maryland. We have elected to be regulated as a business development company ("BDC") under the
Investment Company Act of 1940 (the "1940 Act"). As a BDC, we have elected to be treated as a regulated investment company ("RIC") under
Subchapter M of the Internal Revenue Code of 1986 (the "Internal Revenue Code" or the "Code"). We invest primarily in senior and
subordinated debt and equity of companies in need of capital for acquisitions, divestitures, growth, development, recapitalizations and other
purposes. We work with the management teams or financial sponsors to seek investments with historical cash flows, asset collateral or
contracted pro-forma cash flows.
We currently have nine origination strategies in which we make investments: (1) lending in private equity sponsored transactions, (2) lending
directly to companies not owned by private equity firms, (3) control investments in corporate operating companies, (4) control investments in
financial companies, (5) investments in structured credit, (6) real estate investments, (7) investments in syndicated debt, (8) aircraft leasing and
(9) online lending. We continue to evaluate other origination strategies in the ordinary course of business with no specific tops-down allocation
to any single origination strategy.
Lending in Private Equity Sponsored Transactions – We make loans to companies which are controlled by leading private equity firms. This
debt can take the form of first lien, second lien, unitranche or unsecured loans. In making these investments, we look for a diversified customer
base, recurring demand for the product or service, barriers to entry, strong historical cash flow and experienced management teams. These loans
typically have significant equity subordinate to our loan position. Historically, this strategy has comprised approximately 50%-60% of our
business, but more recently it is less than 50% of our business.
Lending Directly to Companies – We provide debt financing to companies owned by non-private equity firms, the company founder, a
management team or a family. Here, in addition to the strengths we look for in a sponsored transaction, we also look for the alignment with the
management team with significant invested capital. This strategy often has less competition than the private equity sponsor strategy because such
company financing needs are not easily addressed by banks and often require more diligence preparation. Direct lending can result in higher
returns and lower leverage than sponsor transactions and may include warrants or equity to us. Historically, this strategy has comprised
approximately 5%-15% of our business, but more recently it is less than 5% of our business.
Control Investments in Corporate Operating Companies – This strategy involves acquiring controlling stakes in non-financial operating
companies. Our investments in these companies are generally structured as a combination of yield-producing debt and equity. We provide
certainty of closure to our counterparties, give the seller personal liquidity and generally look for management to continue on in their current
roles. This strategy has comprised approximately 10%-15% of our business.
Control Investments in Financial Companies – This strategy involves acquiring controlling stakes in financial companies, including consumer
direct lending, sub-prime auto lending and other strategies. Our investments in these companies are generally structured as a combination of
yield-producing debt and equity. These investments are often structured in a tax-efficient RIC-compliant partnership, enhancing returns. This
strategy has comprised approximately 5%-15% of our business.
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Investments in Structured Credit – We make investments in collateralized loan obligations (“CLOs”), generally taking a significant position in
the subordinated interests (equity) of the CLOs. The CLOs include a diversified portfolio of broadly syndicated loans and do not have direct
exposure to real estate, mortgages, sub-prime debt, or consumer based debt. The CLOs in which we invest are managed by top-tier collateral
managers that have been thoroughly diligenced prior to investment. This strategy has comprised approximately 10%-20% of our business.
Real Estate Investments – We make investments in real estate through our three wholly-owned tax-efficient real estate investment trusts
("REITs"), American Property REIT Corp., National Property REIT Corp. and United Property REIT Corp. (collectively, "our REITs"). Our real
estate investments are in various classes of fully developed and occupied real estate properties that generate current yields. We seek to identify
properties that have historically high occupancy and steady cash flow generation. Our REITs partner with established property managers with
experience in managing the property type to manage such properties after acquisition. This is a more recent investment strategy that has
comprised approximately 5%-10% of our business.
Investments in Syndicated Debt – On an opportunistic basis, we make investments in loans and high yield bonds that have been sold to a
syndicate of buyers. Here we look for investments with attractive risk-adjusted returns after we have completed a fundamental credit analysis.
These investments are purchased with a long term, buy-and-hold outlook and we look to provide significant structuring input by providing
anchoring orders. This strategy has comprised approximately 5%-10% of our business.
Aircraft Leasing – We invest debt as well as equity in aircraft assets subject to commercial leases to credit-worthy airlines across the
globe. These investments present attractive return opportunities due to cash flow consistency from long-lived assets coupled with hard asset
collateral. We seek to deliver risk-adjusted returns with strong downside protection by analyzing relative value characteristics across the
spectrum of aircraft types of all vintages. Our target portfolio includes both in-production and out-of-production jet and turboprop aircraft and
engines, operated by airlines across the globe. This strategy comprised approximately 1.5% of our business in the fiscal year ended June 30,
2014.
Online Lending – We make investments in loans originated by certain consumer loan and small and medium sized business (“SME”) originators.
We purchase each loan in its entirety (i.e., a “whole loan”). The borrowers are consumers and SMEs. The loans are typically serviced by the
originators of the loans. This strategy comprised approximately 1% of our business in the fiscal year ended June 30, 2014.
Typically, we concentrate on making investments in companies with annual revenues of less than $750 million and enterprise values of less than
$1 billion. Our typical investment involves a secured loan of less than $250 million. We also acquire controlling interests in companies in
conjunction with making secured debt investments in such companies. In most cases, companies in which we invest are privately held at the time
we invest in them. We refer to these companies as "target" or "middle market" companies and these investments as "middle market investments."
We seek to maximize total returns to our investors, including both current yield and equity upside, by applying rigorous credit analysis and asset-
based and cash-flow based lending techniques to make and monitor our investments. We are constantly pursuing multiple investment
opportunities, including purchases of portfolios from private and public companies, as well as originations and secondary purchases of particular
securities. We also regularly evaluate control investment opportunities in a range of industries, and some of these investments could be material
to us. There can be no assurance that we will successfully consummate any investment opportunity we are currently pursuing. If any of these
opportunities are consummated, there can be no assurance that investors will share our view of valuation or that any assets acquired will not be
subject to future write downs, each of which could have an adverse effect on our stock price.
We have been organized as a closed-end investment company since April 13, 2004 and have filed an election to be treated as a business
development company under the 1940 Act. We are a non-diversified company within the meaning of the 1940 Act. Our headquarters are located
at 10 East 40th Street, 42nd Floor, New York, NY 10016, and our telephone number is (212) 448-0702. Our investment adviser is Prospect
Capital Management LLC.
Our Investment Objective and Policies
Our investment objective is to generate both current income and long-term capital appreciation through debt and equity investments. We focus
on making investments in private companies. We are a non-diversified company within the meaning of the 1940 Act.
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We invest primarily in first and second lien secured loans and unsecured debt, which in some cases includes an equity component. First and
second lien secured loans generally are senior debt instruments that rank ahead of unsecured debt of a given portfolio company. These loans also
have the benefit of security interests on the assets of the portfolio company, which may rank ahead of or be junior to other security interests. Our
investments in CLOs are subordinated to senior loans and are generally unsecured. We invest in debt and equity positions of CLOs which are a
form of securitization in which the cash flows of a portfolio of loans are pooled and passed on to different classes of owners in various tranches.
Our CLO investments are derived from portfolios of corporate debt securities which are generally risk rated from BB to B. Our investments have
generally ranged between $5 million and $250 million each, although the investment size may be more or less than this range. Our investment
sizes are expected to grow as our capital base expands.
We also acquire controlling interests in companies in conjunction with making secured debt investments in such companies. These may be in
several industries, including industrial, service, real estate and financial businesses.
We seek to maximize returns and minimize risk for our investors by applying rigorous analysis to make and monitor our investments. While the
structure of our investments varies, we can invest in senior secured debt, senior unsecured debt, subordinated secured debt, subordinated
unsecured debt, convertible debt, convertible preferred equity, preferred equity, common equity, warrants and other instruments, many of which
generate current yield. While our primary focus is to seek current income through investment in the debt and/or dividend-paying equity securities
of eligible privately-held, thinly-traded or distressed companies and long-term capital appreciation by acquiring accompanying warrants, options
or other equity securities of such companies, we may invest up to 30% of the portfolio in opportunistic investments in order to seek enhanced
returns for stockholders. Such investments may include investments in the debt and equity instruments of broadly-traded public companies. We
expect that these public companies generally will have debt securities that are non-investment grade. Such investments may also include
purchases (either in the primary or secondary markets) of the equity and junior debt tranches of a type of such pools known as CLOs.
Structurally, CLOs are entities that are formed to hold a portfolio of senior secured loans made to companies whose debt is rated below
investment grade or, in limited circumstances, unrated. The senior secured loans within a CLO are limited to senior secured loans which meet
specified credit and diversity criteria and are subject to concentration limitations in order to create an investment portfolio that is diverse by
senior secured loan, borrower, and industry, with limitations on non-U.S. borrowers. Within this 30% basket, we have and may make additional
investments in debt and equity securities of financial companies and companies located outside of the United States.
Our investments may include other equity investments, such as warrants, options to buy a minority interest in a portfolio company, or contractual
payment rights or rights to receive a proportional interest in the operating cash flow or net income of such company. When determined by the
Investment Adviser to be in our best interest, we may acquire a controlling interest in a portfolio company. Any warrants we receive with our
debt securities may require only a nominal cost to exercise, and thus, as a portfolio company appreciates in value, we may achieve additional
investment return from this equity interest. We have structured, and will continue to structure, some warrants to include provisions protecting
our rights as a minority-interest or, if applicable, controlling-interest holder, as well as puts, or rights to sell such securities back to the company,
upon the occurrence of specified events. In many cases, we obtain registration rights in connection with these equity interests, which may
include demand and "piggyback" registration rights.
We plan to hold many of our debt investments to maturity or repayment, but will sell a debt investment earlier if a liquidity event takes place,
such as the sale or recapitalization of a portfolio company, or if we determine a sale of such debt investment to be in our best interest.
We have qualified and elected to be treated for U.S. federal income tax purposes as a RIC under Subchapter M of the Code. As a RIC, we
generally do not have to pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that we distribute to our
stockholders as dividends. To continue to qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification
requirements (as described below). In addition, to qualify for RIC tax treatment, we must distribute to our stockholders, for each taxable year, at
least 90% of our "investment company taxable income," which is generally our ordinary income plus the excess of our realized net short-term
capital gains over our realized net long-term capital losses.
For a discussion of the risks inherent in our portfolio investments, see "Risk Factors – Risks Relating to Our Investments."
Industry Sectors
Our portfolio is invested across 30 industry categories. Excluding our CLO investments, which do not have industry concentrations, no
individual industry comprises more than 9.8% of the portfolio on either a cost or fair value basis.
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Ongoing Relationships with Portfolio Companies
Monitoring
Prospect Capital Management monitors our portfolio companies on an ongoing basis. Prospect Capital Management will continue to monitor the
financial trends of each portfolio company to determine if it is meeting its business plan and to assess the appropriate course of action for each
company.
Prospect Capital Management employs several methods of evaluating and monitoring the performance and value of our investments, which may
include, but are not limited to, the following:
• Assessment of success in adhering to the portfolio company's business plan and compliance with covenants;
• Regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor to discuss financial position,
requirements and accomplishments;
• Comparisons to other portfolio companies in the industry, if any;
• Attendance at and participation in board meetings of the portfolio company; and
• Review of monthly and quarterly financial statements and financial projections for the portfolio company.
Investment Valuation
To value our investments, we follow the guidance of ASC 820, Fair Value Measurement ("ASC 820"), that defines fair value, establishes a
framework for measuring fair value in conformity with United States generally accepted accounting principles and requires disclosures about fair
value measurements. In accordance with ASC 820, the fair value of our investments is defined as the price that we would receive upon selling an
investment in an orderly transaction to an independent buyer in the principal or most advantageous market in which that investment is transacted.
ASC 820 classifies the inputs used to measure these fair values into the following hierarchy:
Level 1 : Quoted prices in active markets for identical assets or liabilities, accessible by us at the measurement date.
Level 2 : Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in
markets that are not active, or other observable inputs other than quoted prices.
Level 3 : Unobservable inputs for the asset or liability.
In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the
lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value
measurement in its entirety requires judgment and considers factors specific to each investment.
Our Board of Directors has established procedures for the valuation of our investment portfolio. These procedures are detailed below.
Investments for which market quotations are readily available are valued at such market quotations.
For most of our investments, market quotations are not available. With respect to investments for which market quotations are not readily
available or when such market quotations are deemed not to represent fair value, our Board of Directors has approved a multi-step valuation
process each quarter, as described below:
1. Each portfolio company or investment is reviewed by our investment professionals with independent valuation firms engaged by our
Board of Directors;
2. The independent valuation firms conduct independent valuations and make their own independent assessments;
3. The Audit Committee of our Board of Directors reviews and discusses the preliminary valuation of the Investment Adviser and that of
the independent valuation firms; and
4. The Board of Directors discusses valuations and determines the fair value of each investment in our portfolio in good faith based on the
input of the Investment Adviser, the respective independent valuation firm and the Audit Committee.
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Investments are valued utilizing a yield analysis, enterprise value (“EV”) analysis, net asset value analysis, liquidation analysis, discounted cash
flow analysis, or a combination of methods, as appropriate. The yield analysis uses loan spreads and other relevant information implied by
market data involving identical or comparable assets or liabilities. Under the EV analysis, the EV of a portfolio company is first determined and
allocated over the portfolio company’s securities in order of their preference relative to one another (i.e., “waterfall” allocation). To determine
the EV, we typically use a market multiples approach that considers relevant and applicable market trading data of guideline public companies,
transaction metrics from precedent M&A transactions and/or a discounted cash flow analysis. The net asset value analysis is used to derive a
value of an underlying investment (such as real estate property) by dividing a relevant earnings stream by an appropriate capitalization rate. For
this purpose, we consider capitalization rates for similar properties as may be obtained from guideline public companies and/or relevant
transactions. The liquidation analysis is intended to approximate the net recovery value of an investment based on, among other things,
assumptions regarding liquidation proceeds based on a hypothetical liquidation of a portfolio company’s assets. The discounted cash flow
analysis uses valuation techniques to convert future cash flows or earnings to a range of fair values from which a single estimate may be derived
utilizing an appropriate discount rate. The measurement is based on the net present value indicated by current market expectations about those
future amounts.
In applying these methodologies, additional factors that we consider in fair value pricing our investments may include, as we deem relevant:
security covenants, call protection provisions, and information rights; the nature and realizable value of any collateral; the portfolio company’s
ability to make payments; the principal markets in which the portfolio company does business; publicly available financial ratios of peer
companies; the principal market; and enterprise values, among other factors.
Our investments in CLOs are classified as ASC 820 Level 3 securities and are valued using a discounted cash flow model. The valuations have
been accomplished through the analysis of the CLO deal structures to identify the risk exposures from the modeling point of view. For each CLO
security, the most appropriate valuation approach has been chosen from alternative approaches to ensure the most accurate valuation for such
security. To value a CLO, both the assets and the liabilities of the CLO capital structure are modeled. We use a waterfall engine to store the
collateral data, generate collateral cash flows from the assets based on various assumptions for the risk factors, distribute the cash flows to the
liability structure based on the payment priorities, and discount them back using current market discount rates. The main risk factors are: default
risk, interest rate risk, downgrade risk, and credit spread risk.
For a discussion of the risks inherent in determining the value of securities for which readily available market values do not exist, see "Risk
Factors – Risks Relating to Our Business – Most of our portfolio investments are recorded at fair value as determined in good faith under the
direction of our Board of Directors and, as a result, there is uncertainty as to the value of our portfolio investments."
Valuation of Other Financial Assets and Financial Liabilities
The Fair Value Option within ASC 825, Financial Instruments , specifically ASC 825-10-25, permits an entity to elect fair value as the initial
and subsequent measurement attribute for eligible assets and liabilities for which the assets and liabilities are measured using another
measurement attribute. For our non-investment assets and liabilities, we have elected not to value them at fair value as would be permitted by
ASC 825-10-25.
Managerial Assistance
As a BDC, we are obligated under the 1940 Act to make available to certain of our portfolio companies significant managerial assistance.
"Making available significant managerial assistance" refers to any arrangement whereby we provide significant guidance and counsel concerning
the management, operations, or business objectives and policies of a portfolio company. We are also deemed to be providing managerial
assistance to all portfolio companies that we control, either by ourselves or in conjunction with others. The nature and extent of significant
managerial assistance provided by us will vary according to the particular needs of each portfolio company. Examples of such activities include
advice on marketing, operations, fulfillment and overall strategy, capital budgeting, managing relationships with financing sources, recruiting
management personnel, evaluating acquisition and divestiture opportunities, participating in board and management meetings, consulting with
and advising officers of portfolio companies, and providing other organizational and financial guidance.
Prospect Administration, through a managerial assistance agreement executed with each portfolio company to which we provide managerial
assistance, provides such managerial assistance on our behalf. In doing so, Prospect Administration utilizes personnel of our Investment Adviser,
Prospect Capital Management. We, on behalf of Prospect Administration, invoice portfolio companies receiving and paying for managerial
assistance, and we remit to Prospect Administration its allocated cost of providing such services, including the allocated cost of Prospect Capital
Management personnel it utilizes for that purpose. Our payments to Prospect Administration are periodically reviewed by our Board of
Directors.
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Investment Adviser
Prospect Capital Management manages our investments as the Investment Adviser. Prospect Capital Management is a Delaware limited liability
corporation that has been registered as an investment adviser under the Investment Advisers Act of 1940 (the "Advisers Act") since March 31,
2004. Prospect Capital Management is led by John F. Barry III and M. Grier Eliasek, two senior executives with significant investment advisory
and business experience. Both Messrs. Barry and Eliasek spend a significant amount of their time in their roles at Prospect Capital Management
working on our behalf. The principal executive offices of Prospect Capital Management are 10 East 40th Street, 42nd Floor, New York, NY
10016. We depend on the due diligence, skill and network of business contacts of the senior management of the Investment Adviser. We also
depend, to a significant extent, on the Investment Adviser's investment professionals and the information and deal flow generated by those
investment professionals in the course of their investment and portfolio management activities. The Investment Adviser's senior management
team evaluates, negotiates, structures, closes, monitors and services our investments. Our future success depends to a significant extent on the
continued service of the senior management team, particularly John F. Barry III and M. Grier Eliasek. The departure of any of the senior
managers of the Investment Adviser could have a materially adverse effect on our ability to achieve our investment objective. In addition, we
can offer no assurance that Prospect Capital Management will remain the Investment Adviser or that we will continue to have access to its
investment professionals or its information and deal flow. Under the Investment Advisory Agreement (as defined below), we pay Prospect
Capital Management investment advisory fees, which consist of an annual base management fee based on our gross assets as well as a two-part
incentive fee based on our performance. Mr. Barry currently controls Prospect Capital Management.
Investment Advisory Agreement
Terms
We have entered into an investment advisory and management agreement (the "Investment Advisory Agreement") with Prospect Capital
Management, under which the Investment Adviser, subject to the overall supervision of our Board of Directors, manages our day-to-day
operations and provides us with investment advisory services. Under the terms of the Investment Advisory Agreement, the Investment Adviser:
(i) determines the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such
changes, (ii) identifies, evaluates and negotiates the structure of the investments we make (including performing due diligence on our prospective
portfolio companies); and (iii) closes and monitors investments we make.
Prospect Capital Management's services under the Investment Advisory Agreement are not exclusive, and it is free to furnish similar services to
other entities so long as its services to us are not impaired. For providing these services, the Investment Adviser receives a fee from us,
consisting of two components: a base management fee and an incentive fee. The base management fee is calculated at an annual rate of 2.00%
on our gross assets (including amounts borrowed). For services currently rendered under the Investment Advisory Agreement, the base
management fee is payable quarterly in arrears. The base management fee is calculated based on the average value of our gross assets at the end
of the two most recently completed calendar quarters and appropriately adjusted for any share issuances or repurchases during the current
calendar quarter. Base management fees for any partial month or quarter are appropriately prorated.
The incentive fee has two parts. The first part, the income incentive fee, is calculated and payable quarterly in arrears based on our pre-incentive
fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-incentive fee net investment income means
interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as
commitment, origination, structuring, diligence and consulting fees and other fees that we receive from portfolio companies) accrued during the
calendar quarter, minus our operating expenses for the quarter (including the base management fee, expenses payable under the Administration
Agreement described below, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the
incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue
discount, debt instruments with payment in kind interest and zero coupon securities), accrued income that we have not yet received in cash. Pre-
incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or
depreciation. Pre-incentive fee net investment income, expressed as a rate of return on the value of our net assets at the end of the immediately
preceding calendar quarter, is compared to a "hurdle rate" of 1.75% per quarter (7.00% annualized).
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The net investment income used to calculate this part of the incentive fee is also included in the amount of the gross assets used to calculate the
2.00% base management fee. We pay the Investment Adviser an income incentive fee with respect to our pre-incentive fee net investment
income in each calendar quarter as follows:
• No incentive fee in any calendar quarter in which our pre-incentive fee net investment income does not exceed the hurdle rate;
• 100.00% of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if
any, that exceeds the hurdle rate but is less than 125.00% of the quarterly hurdle rate in any calendar quarter (8.75% annualized with a
7.00% annualized hurdle rate); and
• 20.00% of the amount of our pre-incentive fee net investment income, if any, that exceeds 125.00% of the quarterly hurdle rate in any
calendar quarter (8.75% annualized with a 7.00% annualized hurdle rate).
These calculations are appropriately prorated for any period of less than three months and adjusted for any share issuances or repurchases during
the current quarter.
The second part of the incentive fee, the capital gains incentive fee, is determined and payable in arrears as of the end of each calendar year (or
upon termination of the Investment Advisory Agreement, as of the termination date), and equals 20.00% of our realized capital gains for the
calendar year, if any, computed net of all realized capital losses and unrealized capital depreciation at the end of such year. In determining the
capital gains incentive fee payable to the Investment Adviser, we calculate the aggregate realized capital gains, aggregate realized capital losses
and aggregate unrealized capital depreciation, as applicable, with respect to each investment that has been in our portfolio. For the purpose of
this calculation, an "investment" is defined as the total of all rights and claims which may be asserted against a portfolio company arising out of
our participation in the debt, equity, and other financial instruments issued by that company. Aggregate realized capital gains, if any, equals the
sum of the differences between the aggregate net sales price of each investment and the aggregate cost basis of such investment when sold or
otherwise disposed of. Aggregate realized capital losses equal the sum of the amounts by which the aggregate net sales price of each investment
is less than the aggregate cost basis of such investment when sold or otherwise disposed. Aggregate unrealized capital depreciation equals the
sum of the differences, if negative, between the aggregate valuation of each investment and the aggregate cost basis of such investment as of the
applicable calendar year end. At the end of the applicable calendar year, the amount of capital gains that serves as the basis for our calculation of
the capital gains incentive fee involves netting aggregate realized capital gains against aggregate realized capital losses on a since-inception basis
and then reducing this amount by the aggregate unrealized capital depreciation. If this number is positive, then the capital gains incentive fee
payable is equal to 20.00% of such amount, less the aggregate amount of any capital gains incentive fees paid since inception.
Examples of Quarterly Incentive Fee Calculation
Example 1: Income Incentive Fee*
*The hypothetical amount of pre-incentive fee net investment income shown is based on a percentage of total net assets.
Alternative 1
Assumptions
•
Investment income (including interest, dividends, fees, etc.) = 1.25%
• Hurdle rate(1) = 1.75%
• Base management fee(2) = 0.50%
• Other expenses (legal, accounting, custodian, transfer agent, etc.)(3) = 0.20%
• Pre-incentive fee net investment income (investment income – (base management fee + other expenses)) = 0.55%
Pre-incentive net investment income does not exceed hurdle rate, therefore there is no income incentive fee.
7
Alternative 2
Assumptions
•
Investment income (including interest, dividends, fees, etc.) = 2.70%
• Hurdle rate(1) = 1.75%
• Base management fee(2) = 0.50%
• Other expenses (legal, accounting, custodian, transfer agent, etc.)(3) = 0.20%
• Pre-incentive fee net investment income (investment income – (base management fee + other expenses)) = 2.00%
Pre-incentive net investment income exceeds hurdle rate, therefore there is an income incentive fee payable by us to the Investment Adviser. The
Income Incentive Fee would be calculated as follows:
= 100% × "Catch Up" + the greater of 0% AND (20% × (pre-incentive fee net investment income – 2.1875%)
= (100% × (2.00% - 1.75%)) + 0%
= 100% × 0.25% + 0%
= 0.25%
Alternative 3
Assumptions
•
Investment income (including interest, dividends, fees, etc.) = 3.00%
• Hurdle rate(1) = 1.75%
• Base management fee(2) = 0.50%
• Other expenses (legal, accounting, custodian, transfer agent, etc.)(3) = 0.20%
• Pre-incentive fee net investment income (investment income – (base management fee + other expenses)) = 2.30%
Pre-incentive net investment income exceeds hurdle rate, therefore there is an income incentive fee payable by us to the Investment Adviser. The
Income Incentive Fee would be calculated as follows:
= 100% × "Catch Up" + the greater of 0% AND (20% × (pre-incentive fee net investment income – 2.1875%)
= (100% × (2.1875% – 1.75%)) + the greater of 0% AND (20% × (2.30% – 2.1875%))
= (100% × 0.4375%) + (20% × 0.1125%)
= 0.4375% + 0.0225%
= 0.46%
(1) Represents 7% annualized hurdle rate.
(2) Represents 2% annualized base management fee.
(3) Excludes organizational and offering expenses.
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Example 2: Capital Gains Incentive Fee
Alternative 1
Assumptions
• Year 1: $20 million investment made
• Year 2: Fair market value ("FMV") of investment determined to be $22 million
• Year 3: FMV of investment determined to be $17 million
• Year 4: Investment sold for $21 million
The impact, if any, on the capital gains portion of the incentive fee would be:
• Year 1: No impact
• Year 2: No impact
• Year 3: Decrease base amount on which the second part of the incentive fee is calculated by $3 million (unrealized capital depreciation)
• Year 4: Increase base amount on which the second part of the incentive fee is calculated by $4 million ($1 million of realized capital
gain and $3 million reversal in unrealized capital depreciation)
Alternative 2
Assumptions
• Year 1: $20 million investment made
• Year 2: FMV of investment determined to be $17 million
• Year 3: FMV of investment determined to be $17 million
• Year 4: FMV of investment determined to be $21 million
• Year 5: FMV of investment determined to be $18 million
• Year 6: Investment sold for $15 million
The impact, if any, on the capital gains portion of the incentive fee would be:
• Year 1: No impact
• Year 2: Decrease base amount on which the second part of the incentive fee is calculated by $3 million (unrealized capital depreciation)
• Year 3: No impact
• Year 4: Increase base amount on which the second part of the incentive fee is calculated by $3 million ( reversal in unrealized capital
depreciation)
• Year 5: Decrease base amount on which the second part of the incentive fee is calculated by $2 million (unrealized capital depreciation)
• Year 6: Decrease base amount on which the second part of the incentive fee is calculated by $3 million ($5 million of realized capital
loss offset by a $2 million reversal in unrealized capital depreciation)
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Alternative 3
Assumptions
• Year 1: $20 million investment made in company A ("Investment A") and $20 million investment made in company B ("Investment B")
• Year 2: FMV of Investment A is determined to be $21 million and Investment B is sold for $18 million
• Year 3: Investment A is sold for $23 million
The impact, if any, on the capital gains portion of the incentive fee would be:
• Year 1: No impact
• Year 2: Decrease base amount on which the second part of the incentive fee is calculated by $2 million (realized capital loss on
Investment B)
• Year 3: Increase base amount on which the second part of the incentive fee is calculated by $3 million (realized capital gain on
Investment A)
Alternative 4
Assumptions
• Year 1: $20 million investment made in company A ("Investment A") and $20 million investment made in company B ("Investment B")
• Year 2: FMV of Investment A is determined to be $21 million and FMV of Investment B is determined to be $17 million
• Year 3: FMV of Investment A is determined to be $18 million and FMV of Investment B is determined to be $18 million
• Year 4: FMV of Investment A is determined to be $19 million and FMV of Investment B is determined to be $21 million
• Year 5: Investment A is sold for $17 million and Investment B is sold for $23 million
The impact, if any, on the capital gains portion of the incentive fee would be:
• Year 1: No impact
• Year 2: Decrease base amount on which the second part of the incentive fee is calculated by $3 million (unrealized capital depreciation
on Investment B)
• Year 3: Decrease base amount on which the second part of the incentive fee is calculated by $1 million ($2 million in unrealized capital
depreciation on Investment A and $1 million recovery in unrealized capital depreciation on Investment B)
• Year 4: Increase base amount on which the second part of the incentive fee is calculated by $3 million ($1 million recovery in
unrealized capital depreciation on Investment A and $2 million recovery in unrealized capital depreciation on Investment B)
• Year 5: Increase base amount on which the second part of the incentive fee is calculated by $1 million ($3 million realized capital gain
on Investment B offset by $3 million realized capital loss on Investment A plus a $1 million reversal in unrealized capital depreciation
on Investment A from Year 4)
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Duration and Termination
The Investment Advisory Agreement was originally approved by our Board of Directors on June 23, 2004 and was recently re-approved by the
Board of Directors on May 5, 2014 for an additional one-year term expiring June 22, 2015. Unless terminated earlier as described below, it will
remain in effect from year to year thereafter if approved annually by our Board of Directors or by the affirmative vote of the holders of a
majority of our outstanding voting securities, including, in either case, approval by a majority of our directors who are not interested persons.
The Investment Advisory Agreement will automatically terminate in the event of its assignment. The Investment Advisory Agreement may be
terminated by either party without penalty upon not more than 60 days' written notice to the other. See "Risk Factors – Risks Relating to Our
Business – We are dependent upon Prospect Capital Management's key management personnel for our future success."
Indemnification
The Investment Advisory Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of the reckless disregard of its duties and obligations, Prospect Capital Management and its officers, managers, agents, employees,
controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from us for any damages, liabilities,
costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) arising from the rendering of Prospect
Capital Management's services under the Investment Advisory Agreement or otherwise as the Investment Adviser.
Administration Agreement
We have also entered into an administration agreement (the "Administration Agreement") with Prospect Administration under which Prospect
Administration, among other things, provides (or arranges for the provision of) administrative services and facilities for us. For providing these
services, we reimburse Prospect Administration for our allocable portion of overhead incurred by Prospect Administration in performing its
obligations under the Administration Agreement, including rent and our allocable portion of the costs of Brian H. Oswald, our Chief Financial
Officer and Chief Compliance Officer, and his staff, including the internal legal staff. Under this agreement, Prospect Administration furnishes
us with office facilities, equipment and clerical, bookkeeping and record keeping services at such facilities. Prospect Administration also
performs, or oversees the performance of, our required administrative services, which include, among other things, being responsible for the
financial records that we are required to maintain and preparing reports to our stockholders and reports filed with the Securities and Exchange
Commission (the "SEC"). In addition, Prospect Administration assists us in determining and publishing our net asset value, overseeing the
preparation and filing of our tax returns and the printing and dissemination of reports to our stockholders, and generally oversees the payment of
our expenses and the performance of administrative and professional services rendered to us by others. Under the Administration Agreement,
Prospect Administration also provides on our behalf managerial assistance to those portfolio companies to which we are required to provide such
assistance (see "Ongoing Relationships with Portfolio Companies – Managerial Assistance"). The Administration Agreement may be terminated
by either party without penalty upon 60 days' written notice to the other party. Prospect Administration is a subsidiary of the Investment Adviser.
During the years ended June 30, 2014, 2013 and 2012, Prospect Administration received payments of $7.6 million, $1.4 million and $1.1 million
directly from our controlled portfolio companies for legal, tax and portfolio level accounting services. We were given a credit for these payments
as a reduction of the administrative services cost payable by us to Prospect Administration. Had Prospect Administration not received these
payments, Prospect Administration's charges for its administrative services would have increased by these amounts.
We reimbursed Prospect Administration $14.4 million , $8.7 million and $6.8 million for the years ended June 30, 2014 , 2013 and 2012 ,
respectively, for services it provided to us at cost.
Payment of Our Expenses
All investment professionals of the Investment Adviser and its respective staff, when and to the extent engaged in providing investment advisory
and management services, and the compensation and routine overhead expenses of such personnel allocable to such services, will be provided
and paid for by the Investment Adviser. We bear all other costs and expenses of our operations and transactions, including those relating to:
organization and offering; calculation of our net asset value (including the cost and expenses of any independent valuation firm); expenses
incurred by Prospect Capital Management payable to third parties, including agents, consultants or other advisers (such as independent valuation
firms, accountants and legal counsel), in monitoring our financial and legal affairs and in monitoring our investments and performing due
diligence on our prospective portfolio companies; interest payable on debt, if any, and dividends payable on preferred stock, if any, incurred to
finance our investments; offerings of our debt, our preferred shares, our common stock and other securities; investment advisory fees; fees
payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments;
transfer agent
11
and custodial fees; registration fees; listing fees; taxes; independent directors' fees and expenses; costs of preparing and filing reports or other
documents with the SEC; the costs of any reports, proxy statements or other notices to stockholders, including printing costs; our allocable
portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and
expenses of administration, including auditor and legal costs; and all other expenses incurred by us, by the Investment Adviser or by Prospect
Administration in connection with administering our business, such as our allocable portion of overhead under the Administration Agreement,
including rent and our allocable portion of the costs of our Chief Financial Officer and Chief Compliance Officer and their respective staffs
under the sub-administration agreement, as further described below.
License Agreement
We entered into a license agreement with Prospect Capital Management pursuant to which Prospect Capital Management agreed to grant us a
non-exclusive, royalty free license to use the name "Prospect Capital." Under this agreement, we have a right to use the Prospect Capital name,
for so long as Prospect Capital Management or one of its affiliates remains the Investment Adviser. Other than with respect to this limited
license, we have no legal right to the Prospect Capital name. This license agreement will remain in effect for so long as the Investment Advisory
Agreement with the Investment Adviser is in effect.
Determination of Net Asset Value
The net asset value per share of our outstanding shares of common stock will be determined quarterly by dividing the value of total assets minus
liabilities by the total number of shares outstanding.
In calculating the value of our total assets, we will value investments for which market quotations are readily available at such market
quotations. Short-term investments which mature in 60 days or less, such as U.S. Treasury bills, are valued at amortized cost, which
approximates market value. The amortized cost method involves recording a security at its cost (i.e., principal amount plus any premium and less
any discount) on the date of purchase and thereafter amortizing/accreting that difference between the principal amount due at maturity and cost
assuming a constant yield to maturity as determined at the time of purchase. Short-term securities which mature in more than 60 days are valued
at current market quotations by an independent pricing service or at the mean between the bid and ask prices obtained from at least two brokers
or dealers (if available, or otherwise by a principal market maker or a primary market dealer). Investments in money market mutual funds are
valued at their net asset value as of the close of business on the day of valuation.
Most of the investments in our portfolio do not have market quotations which are readily available, meaning the investments do not have
actively traded markets. Debt and equity securities for which market quotations are not readily available are valued with the assistance of an
independent valuation service using a documented valuation policy and a valuation process that is consistently applied under the direction of our
Board of Directors. For a discussion of the risks inherent in determining the value of securities for which readily available market values do not
exist, see "Risk Factors – Risks Relating to Our Business – Most of our portfolio investments are recorded at fair value as determined in good
faith under the direction of our Board of Directors and, as a result, there is uncertainty as to the value of our portfolio investments."
The factors that may be taken into account in valuing such investments include, as relevant, the portfolio company's ability to make payments, its
estimated earnings and projected discounted cash flows, the nature and realizable value of any collateral, the financial environment in which the
portfolio company operates, comparisons to securities of similar publicly traded companies, changes in interest rates for similar debt instruments
and other relevant factors. Due to the inherent uncertainty of determining the fair value of investments that do not have readily available market
quotations, the fair value of these investments may differ significantly from the values that would have been used had such market quotations
existed for such investments, and any such differences could be material.
As part of the fair valuation process, the independent valuation firms engaged by the Board of Directors perform a review of each debt and
equity investment requiring fair valuation and provide a range of values for each investment, which, along with management's valuation
recommendations, is reviewed by our Audit Committee. Management and the independent valuation firms may adjust their preliminary
evaluations to reflect comments provided by our Audit Committee. The Audit Committee reviews the final valuation reports and management's
valuation recommendations and makes a recommendation to the Board of Directors based on its analysis of the methodologies employed and the
various weights that should be accorded to each portion of the valuation as well as factors that the independent valuation firms and management
may not have included in their evaluation processes. The Board of Directors then evaluates the Audit Committee recommendations and
undertakes a similar analysis to determine the fair value of each investment in the portfolio in good faith.
12
Determination of fair values involves subjective judgments and estimates not susceptible to substantiation by auditing procedures. Accordingly,
under current accounting standards, the notes to our financial statements will refer to the uncertainty with respect to the possible effect of such
valuations, and any change in such valuations, on our financial statements.
Dividend Reinvestment Plan
We have adopted a dividend reinvestment plan that provides for reinvestment of our distributions on behalf of our stockholders, unless a
stockholder elects to receive cash as provided below. As a result, when our Board of Directors authorizes, and we declare, a cash dividend, then
our stockholders who have not "opted out" of our dividend reinvestment plan will have their cash dividends automatically reinvested in
additional shares of our common stock, rather than receiving the cash dividends.
No action is required on the part of a registered stockholder to have their cash dividend reinvested in shares of our common stock. A registered
stockholder may elect to receive an entire dividend in cash by notifying the plan administrator and our transfer agent and registrar, in writing so
that such notice is received by the plan administrator no later than the record date for dividends to stockholders. The plan administrator sets up
an account for shares acquired through the plan for each stockholder who has not elected to receive dividends in cash and hold such shares in
non-certificated form. Upon request by a stockholder participating in the plan, the plan administrator will, instead of crediting shares to the
participant's account, issue a certificate registered in the participant's name for the number of whole shares of our common stock and a check for
any fractional share. Such request by a stockholder must be received three days prior to the dividend payable date in order for that dividend to be
paid in cash. If such request is received less than three days prior to the dividend payable date, then the dividends are reinvested and shares are
repurchased for the stockholder's account; however, future dividends are paid out in cash on all balances. Those stockholders whose shares are
held by a broker or other financial intermediary may receive dividends in cash by notifying their broker or other financial intermediary of their
election.
We primarily use newly-issued shares to implement the plan, whether our shares are trading at a premium or at a discount to net asset value.
However, we reserve the right to purchase shares in the open market in connection with the implementation of the plan. The number of shares to
be issued to a stockholder is determined by dividing the total dollar amount of the dividend payable to such stockholder by the market price per
share of our common stock at the close of regular trading on the NASDAQ Global Select Market on the last business day before the payment
date for such dividend. Market price per share on that date will be the closing price for such shares on the NASDAQ Global Select Market or, if
no sale is reported for such day, at the average of their reported bid and asked prices. The number of shares of our common stock to be
outstanding after giving effect to payment of the dividend cannot be established until the value per share at which additional shares will be issued
has been determined and elections of our stockholders have been tabulated. Stockholders who do not elect to receive dividends in shares of
common stock may experience accretion to the net asset value of their shares if our shares are trading at a premium at the time we issue new
shares under the plan and dilution if our shares are trading at a discount. The level of accretion or discount would depend on various factors,
including the proportion of our stockholders who participate in the plan, the level of premium or discount at which our shares are trading and the
amount of the dividend payable to a stockholder.
There are no brokerage charges or other charges to stockholders who participate in the plan. The plan administrator's fees under the plan are paid
by us. If a participant elects by written notice to the plan administrator to have the plan administrator sell part or all of the shares held by the plan
administrator in the participant's account and remit the proceeds to the participant, the plan administrator is authorized to deduct a $15
transaction fee plus a $0.10 per share brokerage commissions from the proceeds.
Stockholders who receive dividends in the form of stock are subject to the same U.S. federal, state and local tax consequences as are
stockholders who elect to receive their dividends in cash. A stockholder's basis for determining gain or loss upon the sale of stock received in a
dividend from us will be equal to the total dollar amount of the dividend payable to the stockholder. Any stock received in a dividend will have a
new holding period for tax purposes commencing on the day following the day on which the shares are credited to the U.S. Stockholder's
account (as defined below).
Participants may terminate their accounts under the plan by notifying the plan administrator via its website at www.amstock.com or by filling
out the transaction request form located at the bottom of their statement and sending it to the plan administrator at American Stock Transfer &
Trust Company, P.O. Box 922, Wall Street Station, New York, NY 10269-0560 or by calling the plan administrator's Interactive Voice Response
System at (888) 888-0313.
The plan may be terminated by us upon notice in writing mailed to each participant at least 30 days prior to any payable date for the payment of
any dividend by us. All correspondence concerning the plan should be directed to the plan administrator by mail at American Stock Transfer &
Trust Company, 59 Maiden Lane, New York, NY 10007 or by telephone at (718) 921-8200.
13
Stockholders who purchased their shares through or hold their shares in the name of a broker or financial institution should consult with a
representative of their broker or financial institution with respect to their participation in our dividend reinvestment plan. Such holders of our
stock may not be identified as our registered stockholders with the plan administrator and may not automatically have their cash dividend
reinvested in shares of our common stock by the administrator.
Material U.S. Federal Income Tax Considerations
The following discussion is a general summary of the material U.S. federal income tax considerations applicable to us and to an investment in
our shares. This summary does not purport to be a complete description of the income tax considerations applicable to us or our investors on
such an investment. For example, we have not described tax consequences that we assume to be generally known by investors or certain
considerations that may be relevant to certain types of holders subject to special treatment under U.S. federal income tax laws, including
stockholders subject to the alternative minimum tax, tax-exempt organizations, insurance companies, dealers in securities, pension plans and
trusts, financial institutions, U.S. Stockholders (as defined below) whose functional currency is not the U.S. dollar, persons who mark-to-market
our shares and persons who hold our shares as part of a "straddle," "hedge" or "conversion" transaction. This summary assumes that investors
hold our common stock as capital assets (within the meaning of the Code). The discussion is based upon the Code, Treasury regulations, and
administrative and judicial interpretations, each as of the date of this report and all of which are subject to change, possibly retroactively, which
could affect the continuing validity of this discussion. This summary does not discuss any aspects of U.S. estate or gift tax or foreign, state or
local tax. It does not discuss the special treatment under U.S. federal income tax laws that could result if we invested in tax-exempt securities or
certain other investment assets.
A "U.S. Stockholder" is a beneficial owner of shares of our common stock that is for U.S. federal income tax purposes:
• A citizen or individual resident of the United States;
• A corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of
the United States or any state thereof or the District of Columbia;
• An estate, the income of which is subject to U.S. federal income taxation regardless of its source; or
• A trust if (1) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons
have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a U.S. person.
A "Non-U.S. Stockholder" is a beneficial owner of shares of our common stock that is not a partnership and is not a U.S. Stockholder.
If a partnership (including an entity treated as a partnership for U.S. federal income tax purposes) holds shares of our common stock, the tax
treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. A prospective
stockholder that is a partner of a partnership holding shares of our common stock should consult its tax advisor with respect to the purchase,
ownership and disposition of shares of our common stock.
Tax matters are very complicated and the tax consequences to an investor of an investment in our shares will depend on the facts of his, her or its
particular situation. We encourage investors to consult their own tax advisors regarding the specific consequences of such an investment,
including tax reporting requirements, the applicability of U.S. federal, state, local and foreign tax laws, eligibility for the benefits of any
applicable tax treaty and the effect of any possible changes in the tax laws.
Election to be Taxed as a RIC
As a business development company, we have elected and intend to continue to qualify to be treated as a RIC under Subchapter M of the Code.
As a RIC, we generally are not subject to corporate-level U.S. federal income taxes on any ordinary income or capital gains that we distribute to
our stockholders as dividends. To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification
requirements (as described below). In addition, to obtain RIC tax treatment, we must distribute to our stockholders, for each taxable year, at least
90% of our "investment company taxable income," which is generally our ordinary income plus the excess of realized net short-term capital
gains over realized net long-term capital losses (the "Annual Distribution Requirement").
14
Taxation as a RIC
In order to qualify as a RIC for U.S. federal income tax purposes, we must, among other things:
• Qualify to be treated as a business development company or be registered as a management investment company under the 1940 Act at
all times during each taxable year;
• Derive in each taxable year at least 90% of our gross income from dividends, interest, payments with respect to certain securities loans,
gains from the sale or other disposition of stock or other securities or currencies or other income derived with respect to our business of
investing in such stock, securities or currencies and net income derived from an interest in a "qualified publicly traded partnership" (as
defined in the Code) (the "90% Income Test"); and
• Diversify our holdings so that at the end of each quarter of the taxable year:
◦ At least 50% of the value of our assets consists of cash, cash equivalents, U.S. government securities, securities of other RICs,
and other securities if such other securities of any one issuer do not represent more than 5% of the value of our assets or more
than 10% of the outstanding voting securities of the issuer (which for these purposes includes the equity securities of a
"qualified publicly traded partnership"); and
◦ No more than 25% of the value of our assets is invested in the securities, other than U.S. government securities or securities of
other RICs, (i) of one issuer (ii) of two or more issuers that are controlled, as determined under applicable tax rules, by us and
that are engaged in the same or similar or related trades or businesses or (iii) of one or more "qualified publicly traded
partnerships," (the "Diversification Tests").
To the extent that we invest in entities treated as partnerships for U.S. federal income tax purposes (other than a "qualified publicly traded
partnership"), we generally must include the items of gross income derived by the partnerships for purposes of the 90% Income Test, and the
income that is derived from a partnership (other than a "qualified publicly traded partnership") will be treated as qualifying income for purposes
of the 90% Income Test only to the extent that such income is attributable to items of income of the partnership which would be qualifying
income if realized by us directly. In addition, we generally must take into account our proportionate share of the assets held by partnerships
(other than a "qualified publicly traded partnership") in which we are a partner for purposes of the Diversification Tests. If the partnership is a
"qualified publicly traded partnership," the net income derived from such partnership will be qualifying income for purposes of the 90% Income
Test, and interests in the partnership will be "securities" for purposes of the Diversification Tests. We monitor our investments in equity
securities of entities that are treated as partnerships for U.S. federal income tax purposes to prevent our disqualification as a RIC.
In order to meet the 90% Income Test, we may establish one or more special purpose corporations to hold assets from which we do not
anticipate earning dividend, interest or other qualifying income under the 90% Income Test. Any such special purpose corporation would
generally be subject to U.S. federal income tax, and could result in a reduced after-tax yield on the portion of our assets held by such corporation.
Provided that we qualify as a RIC and satisfy the Annual Distribution Requirement, we will not be subject to U.S. federal income tax on the
portion of our investment company taxable income and net capital gain (which we define as net long-term capital gains in excess of net short-
term capital losses) we timely distribute to stockholders. We will be subject to U.S. federal income tax at the regular corporate rates on any
income or capital gain not distributed (or deemed distributed) to our stockholders.
We will be subject to a 4% non-deductible U.S. federal excise tax on certain undistributed income of RICs unless we distribute in a timely
manner an amount at least equal to the sum of (i) 98% of our ordinary income recognized during the calendar year, (ii) 98.2% of our capital gain
net income, as defined by the Code, recognized for the one year period ending October 31 in that calendar year and (iii) any income recognized,
but not distributed, in preceding years.
We may be required to recognize taxable income in circumstances in which we do not receive cash. For example, if we hold debt obligations that
are treated under applicable tax rules as having original issue discount, we must include in income each year a portion of the original issue
discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable
year. Because any original issue discount accrued will be included in our investment company taxable income for the year of accrual, we may be
required to make a distribution to our stockholders in order to satisfy the Annual Distribution Requirement, even though we will not have
received any corresponding cash amount.
Gain or loss realized by us from warrants acquired by us as well as any loss attributable to the lapse of such warrants generally will be treated as
capital gain or loss. Such gain or loss generally will be long-term or short-term, depending on how long we held a particular warrant. As a RIC,
we are not allowed to carry forward or carry back a net operating loss for purposes of computing our investment company taxable income in
other taxable years.
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Although we do not presently expect to do so, we are authorized to borrow funds and to sell assets in order to satisfy distribution requirements.
However, under the 1940 Act, we are not permitted to make distributions to our stockholders while our debt obligations and other senior
securities are outstanding unless certain "asset coverage" tests are met. See "Regulation as a Business Development Company – Senior
Securities." Moreover, our ability to dispose of assets to meet our distribution requirements may be limited by (1) the illiquid nature of our
portfolio and/or (2) other requirements relating to our status as a RIC, including the Diversification Tests. If we dispose of assets in order to meet
the Annual Distribution Requirement or to avoid the excise tax, we may make such dispositions at times that, from an investment standpoint, are
not advantageous.
On June 26, 2014, we received a private letter ruling from the Internal Revenue Service (the "IRS") permitting us to pay up to 80% of our
required dividends in stock for the tax years ending August 31, 2014 and August 31, 2015. Any dividends paid in stock will be taxable to the
shareholder as if the dividend had been paid in cash and we will receive a dividend paid deduction for such distribution.
If we fail to satisfy the Annual Distribution Requirement or otherwise fail to qualify as a RIC in any taxable year, we would be subject to tax on
all of our taxable income at regular corporate rates. We would not be able to deduct distributions to stockholders, nor would we be required to
make distributions. Distributions would generally be taxable to our individual and other non-corporate taxable stockholders as ordinary dividend
income eligible for the reduced maximum rate applicable to qualified dividend income to the extent of our current and accumulated earnings and
profits, provided certain holding period and other requirements are met. Subject to certain limitations under the Code, corporate distributees
would be eligible for the dividends-received deduction. To qualify again to be taxed as a RIC in a subsequent year, we would be required to
distribute to our shareholders our accumulated earnings and profits attributable to non-RIC years reduced by an interest charge on 50% of such
earnings and profits payable by us as an additional tax. In addition, if we failed to qualify as a RIC for a period greater than two taxable years,
then, in order to qualify as a RIC in a subsequent year, we would be required to elect to recognize and pay tax on any net built-in gain (the excess
of aggregate gain, including items of income, over aggregate loss that would have been realized if we had been liquidated) or, alternatively, be
subject to taxation on such built-in gain recognized for a period of ten years.
Certain of our investment practices may be subject to special and complex U.S. federal income tax provisions that may, among other things,
(i) disallow, suspend or otherwise limit the allowance of certain losses or deductions, (ii) convert lower taxed long-term capital gain and
qualified dividend income into higher taxed short-term capital gain or ordinary income, (iii) convert an ordinary loss or a deduction into a capital
loss (the deductibility of which is more limited), (iv) cause us to recognize income or gain without a corresponding receipt of cash, (v) adversely
affect the time as to when a purchase or sale of stock or securities is deemed to occur, (vi) adversely alter the characterization of certain complex
financial transactions, and (vii) produce income that will not be qualifying income for purposes of the 90% Income Test. We will monitor our
transactions and may make certain tax elections in order to mitigate the effect of these provisions.
We may invest in preferred securities or other securities the U.S. federal income tax treatment of which may be unclear or may be subject to
recharacterization by the IRS. To the extent the tax treatment of such securities or the income from such securities differs from the expected tax
treatment, it could affect the timing or character of income recognized, requiring us to purchase or sell securities, or otherwise change our
portfolio, in order to comply with the tax rules applicable to RICs under the Code.
Taxation of U.S. Stockholders
Distributions by us generally are taxable to U.S. Stockholders as ordinary income or capital gains. Distributions of our "investment company
taxable income" (which is, generally, our ordinary income plus realized net short-term capital gains in excess of realized net long-term capital
losses) will be taxable as ordinary income to U.S. Stockholders to the extent of our current or accumulated earnings and profits, whether paid in
cash or reinvested in additional common stock. Provided that certain holding period and other requirements are met, such distributions (if
designated by us) may qualify (i) for the dividends received deduction available to corporations, but only to the extent that our income consists
of dividend income from U.S. corporations and (ii) in the case of individual shareholders, as qualified dividend income eligible to be taxed at
long-term capital gain rates to the extent that we receive qualified dividend income (generally, dividend income from taxable domestic
corporations and certain qualified foreign corporations). There can be no assurance as to what portion, if any, of our distributions will qualify for
favorable treatment as qualified dividend income.
Distributions of our net capital gain (which is generally our realized net long-term capital gains in excess of realized net short-term capital
losses) properly designated by us as "capital gain dividends" will be taxable to a U.S. Stockholder as long-term capital gains, regardless of the
U.S. Stockholder's holding period for its common stock and regardless of whether paid in cash or reinvested in additional common stock.
Distributions in excess of our current and accumulated earnings and profits first will reduce a U.S. Stockholder's adjusted tax basis in such
stockholder's common stock and, after the adjusted basis is reduced to zero, will constitute capital gains to such U.S. Stockholder.
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Although we currently intend to distribute any long-term capital gains at least annually, we may in the future decide to retain some or all of our
long-term capital gains, and designate the retained amount as a "deemed distribution." In that case, among other consequences, we will pay tax
on the retained amount, each U.S. Stockholder will be required to include his, her or its proportionate share of the deemed distribution in income
as if it had been actually distributed to the U.S. Stockholder, and the U.S. Stockholder will be entitled to claim a credit equal to its allocable
share of the tax paid thereon by us. The amount of the deemed distribution net of such tax will be added to the U.S. Stockholder's tax basis for
his, her or its common stock. Since we expect to pay tax on any retained capital gains at our regular corporate tax rate, and since that rate is in
excess of the maximum rate currently payable by individuals on long-term capital gains, the amount of tax that individual stockholders will be
treated as having paid and for which they will receive a credit will exceed the tax they owe on the retained net capital gain. Such excess
generally may be claimed as a credit against the U.S. Stockholder's other U.S. federal income tax obligations or may be refunded to the extent it
exceeds a stockholder's liability for U.S. federal income tax. A stockholder that is not subject to U.S. federal income tax or otherwise required to
file a U.S. federal income tax return would be required to file a U.S. federal income tax return on the appropriate form in order to claim a refund
for the taxes we paid. In order to utilize the deemed distribution approach, we must provide written notice to our stockholders prior to the
expiration of 60 days after the close of the relevant taxable year. We cannot treat any of our investment company taxable income as a "deemed
distribution."
For purposes of determining (1) whether the Annual Distribution Requirement is satisfied for any year and (2) the amount of capital gain
dividends paid for that year, we may, under certain circumstances, elect to treat a dividend that is paid during the following taxable year as if it
had been paid during the taxable year in question. If we make such an election, the U.S. Stockholder will still be treated as receiving the dividend
in the taxable year in which the distribution is made. However, any dividend declared by us in October, November or December of any calendar
year, payable to stockholders of record on a specified date in any such month and actually paid during January of the following year, will be
treated as if it had been received by our U.S. Stockholders on December 31 of the year in which the dividend was declared.
If a U.S. Stockholder purchases shares of our common stock shortly before the record date of a distribution, the price of the shares will include
the value of the distribution and the investor will be subject to tax on the distribution even though it represents a return of its investment.
A U.S. Stockholder generally will recognize taxable gain or loss if such U.S. Stockholder sells or otherwise disposes of its shares of our common
stock. Any gain or loss arising from such sale or taxable disposition generally will be treated as long-term capital gain or loss if the U.S.
Stockholder has held his, her or its shares for more than one year. Otherwise, it would be classified as short-term capital gain or loss. However,
any capital loss arising from the sale or taxable disposition of shares of our common stock held for six months or less will be treated as long-term
capital loss to the extent of the amount of capital gain dividends received, or undistributed capital gain deemed received, with respect to such
shares. In addition, all or a portion of any loss recognized upon a taxable disposition of shares of our common stock may be disallowed if other
substantially identical shares are purchased (whether through reinvestment of distributions or otherwise) within 30 days before or after the
disposition. Capital losses are deductible only to the extent of capital gains (subject to an exception for individuals under which a limited amount
of capital losses may be offset against ordinary income).
In general, individual U.S. Stockholders currently are subject to a preferential rate on their net capital gain, or the excess of realized net long-
term capital gain over realized net short-term capital loss for a taxable year, including long-term capital gain derived from an investment in our
shares. Such rate is lower than the maximum rate on ordinary income currently payable by individuals. Corporate U.S. Stockholders currently
are subject to U.S. federal income tax on net capital gain at ordinary income rates.
Certain U.S. Stockholders who are individuals, estates or trusts and whose income exceeds certain thresholds will be required to pay a 3.8%
Medicare tax on all or a portion of their "net investment income," which includes dividends received from us and capital gains from the sale or
other disposition of our stock.
We will make available to each of our U.S. Stockholders, as promptly as possible after the end of each calendar year, a notice detailing, on a per
share basis, the amounts includible in such U.S. Stockholder's taxable income for such year as ordinary income and as long-term capital gain. In
addition, the amount and the U.S. federal tax status of each year's distributions generally will be reported to the IRS. Distributions may also be
subject to additional state, local and foreign taxes depending on a U.S. Stockholder's particular situation.
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Payments of dividends, including deemed payments of constructive dividends, or the proceeds of the sale or other taxable disposition of our
common stock generally are subject to information reporting unless the U.S. Stockholder is an exempt recipient. Such payments may also be
subject to U.S. federal backup withholding at the applicable rate if the recipient of such payment fails to supply a taxpayer identification number
and otherwise comply with the rules for establishing an exemption from backup withholding. Backup withholding is not an additional tax, and
any amounts withheld under the backup withholding rules generally will be allowed as a refund or credit against the holder's U.S. federal income
tax liability, provided that certain information is provided timely to the IRS.
Taxation of Non-U.S. Stockholders
Whether an investment in our common stock is appropriate for a Non-U.S. Stockholder will depend upon that person's particular circumstances.
An investment in our common stock by a Non-U.S. Stockholder may have adverse tax consequences. Non-U.S. Stockholders should consult
their tax advisers before investing in our common stock.
Distributions of our "investment company taxable income" to Non-U.S. Stockholders that are not "effectively connected" with a U.S. trade or
business conducted by the Non-U.S. Stockholder, will generally be subject to withholding of U.S. federal income tax at a rate of 30% (or lower
applicable treaty rate) to the extent of our current and accumulated earnings and profits.
For our taxable years beginning before January 1, 2014 (and, if extended as has happened in the past, for taxable years covered by such
extension), properly reported distributions to Non-U.S. Stockholders are generally exempt from U.S. federal withholding tax where they (i) are
paid in respect of our "qualified net interest income" (generally, our U.S.-source interest income, other than certain contingent interest and
interest from obligations of a corporation or partnership in which we are at least a 10% shareholder, reduced by expenses that are allocable to
such income) or (ii) are paid in respect of our "qualified short-term capital gains" (generally, the excess of our net short-term capital gain over
our long-term capital loss for such taxable year). There can be no assurance as to whether this provision will be extended. In addition, depending
on our circumstances, we may report all, some or none of our potentially eligible dividends as such qualified net interest income or as qualified
short-term capital gains, and/or treat such dividends, in whole or in part, as ineligible for this exemption from withholding. In order to qualify for
this exemption from withholding, a Non-U.S. Stockholder needs to comply with applicable certification requirements relating to its non-U.S.
status (including, in general, furnishing an IRS Form W-8BEN or substitute form). In the case of shares held through an intermediary, the
intermediary may withhold even if we report the payment as qualified net interest income or qualified short-term capital gain. Non-U.S.
Stockholders should contact their intermediaries with respect to the application of these rules to their accounts. There can be no assurance as to
what portion of our distributions will qualify for favorable treatment as qualified net interest income or qualified short-term capital gains.
Actual or deemed distributions of our net capital gain to a Non-U.S. Stockholder, and gains recognized by a Non-U.S. Stockholder upon the sale
of our common stock, that are not effectively connected with a U.S. trade or business conducted by the Non-U.S. Stockholder, will generally not
be subject to U.S. federal withholding tax and generally will not be subject to U.S. federal income tax unless the Non-U.S. Stockholder is a
nonresident alien individual and is physically present in the United States for 183 or more days during the taxable year and meets certain other
requirements.
Distributions of our "investment company taxable income" and net capital gain (including deemed distributions) to Non-U.S. Stockholders, and
gains realized by Non-U.S. Stockholders upon the sale of our common stock that are effectively connected with a U.S. trade or business
conducted by the Non-U.S. Stockholder, will be subject to U.S. federal income tax at the graduated rates applicable to U.S. citizens, residents
and domestic corporations. In addition, if such Non-U.S. Stockholder is a foreign corporation, it may also be subject to a 30% (or lower
applicable treaty rate) branch profits tax on its effectively connected earnings and profits for the taxable year, subject to adjustments, if its
investment in our common stock is effectively connected with its conduct of a U.S. trade or business.
If we distribute our net capital gain in the form of deemed rather than actual distributions (which we may do in the future), a Non-U.S.
Stockholder will be entitled to a U.S. federal income tax credit or tax refund equal to the stockholder's allocable share of the tax we pay on the
capital gains deemed to have been distributed. In order to obtain the refund, the Non-U.S. Stockholder must obtain a U.S. taxpayer identification
number and file a U.S. federal income tax return even if the Non-U.S. Stockholder would not otherwise be required to obtain a U.S. taxpayer
identification number or file a U.S. federal income tax return.
In addition, after June 30, 2014, withholding at a rate of 30% will be required on dividends in respect of, and after December 31, 2016,
withholding at a rate of 30% will be required on gross proceeds from the sale of, shares of our stock held by or through certain foreign financial
institutions (including investment funds), unless such institution enters into an agreement with the Secretary of the Treasury to report, on an
annual basis, information with respect to interests in, and accounts maintained by, the institution to the extent such interests or accounts are held
by certain U.S. persons or by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments.
Accordingly, the entity through which our shares are held will affect
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the determination of whether such withholding is required. An intergovernmental agreement between the United States and an applicable foreign
country, or future Treasury regulations or other guidance, may modify these requirements. Similarly, dividends in respect of, and gross proceeds
from the sale of, our shares held by an investor that is a non-financial non-U.S. entity that does not qualify under certain exemptions will be
subject to withholding at a rate of 30%, unless such entity either (i) certifies to us that such entity does not have any "substantial United States
owners" or (ii) provides certain information regarding the entity's "substantial United States owners," which we will in turn provide to the IRS.
We will not pay any additional amounts to stockholders in respect of any amounts withheld. Non-U.S. Stockholders are encouraged to consult
their tax advisors regarding the possible implications of the legislation on their investment in our shares.
A Non-U.S. Stockholder generally will be required to comply with certain certification procedures to establish that such holder is not a U.S.
person in order to avoid backup withholding with respect to payments of dividends, including deemed payments of constructive dividends, or the
proceeds of a disposition of our common stock. In addition, we are required to annually report to the IRS and each Non-U.S. Stockholder the
amount of any dividends or constructive dividends treated as paid to such Non-U.S. Stockholder, regardless of whether any tax was actually
withheld. Copies of the information returns reporting such dividend or constructive dividend payments and the amount withheld may also be
made available to the tax authorities in the country in which a Non-U.S. Stockholder resides under the provisions of an applicable income tax
treaty. Backup withholding is not an additional tax, and any amounts withheld under the backup withholding rules generally will be allowed as a
refund or credit against a Non-U.S. Stockholder's U.S. federal income tax liability, if any, provided that certain required information is provided
timely to the IRS.
Non-U.S. persons should consult their tax advisors with respect to the U.S. federal income tax and withholding tax, and state, local and foreign
tax consequences of an investment in our common stock.
Failure to Obtain RIC Tax Treatment
If we were unable to obtain tax treatment as a RIC, we would be subject to tax on all of our taxable income at regular corporate rates. We would
not be able to deduct distributions to stockholders, nor would they be required to be made. Distributions would generally be taxable to our
stockholders as ordinary dividend income eligible for the reduced maximum rate applicable for qualified dividend income to the extent of our
current and accumulated earnings and profits. Subject to certain limitations under the Code, corporate distributees would be eligible for the
dividends-received deduction.
Distributions in excess of our current and accumulated earnings and profits would be treated first as a return of capital to the extent of the
stockholder's tax basis, and any remaining distributions would be treated as a capital gain.
The discussion set forth herein does not constitute tax advice, and potential investors should consult their own tax advisors concerning the tax
considerations relevant to their particular situation.
Regulation as a Business Development Company
General
We are a closed-end, non-diversified investment company that has filed an election to be treated as a BDC under the 1940 Act and has elected to
be treated as a RIC under Subchapter M of the Code. The 1940 Act contains prohibitions and restrictions relating to transactions between
business development companies and their affiliates (including any investment advisers or sub-advisers), principal underwriters and affiliates of
those affiliates or underwriters and requires that a majority of the directors be persons other than "interested persons," as that term is defined in
the 1940 Act. In addition, the 1940 Act provides that we may not change the nature of our business so as to cease to be, or to withdraw our
election as, a business development company unless approved by a majority of our outstanding voting securities.
We may invest up to 100% of our assets in securities acquired directly from issuers in privately negotiated transactions. With respect to such
securities, we may, for the purpose of public resale, be deemed an "underwriter" as that term is defined in the Securities Act of 1933. Our
intention is to not write (sell) or buy put or call options to manage risks associated with the publicly traded securities of our portfolio companies,
except that we may enter into hedging transactions to manage the risks associated with interest rate and other market fluctuations. However, in
connection with an investment or acquisition financing of a portfolio company, we may purchase or otherwise receive warrants to purchase the
common stock of the portfolio company. Similarly, in connection with an acquisition, we may acquire rights to require the issuers of acquired
securities or their affiliates to repurchase them under certain circumstances. We also do not intend to acquire securities issued by any investment
company that exceed the limits imposed by the 1940 Act. Under these limits, except with respect to money market funds, we generally cannot
acquire more than 3% of the voting stock of any regulated investment company, invest more than 5% of the value of our total assets in the
securities of one investment company or invest more than 10% of the value of our total assets in the securities of more than one
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investment company. With regard to that portion of our portfolio invested in securities issued by investment companies, it should be noted that
such investments subject our stockholders indirectly to additional expenses. None of these policies are fundamental and may be changed without
stockholder approval.
Qualifying Assets
Under the 1940 Act, a business development company may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940
Act, which are referred to as qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the
company's total assets. The principal categories of qualifying assets relevant to our business are the following:
1. Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain
limited exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an
affiliated person of an eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC. An
"eligible portfolio company" is defined in the 1940 Act and rules adopted pursuant thereto as any issuer which:
a.
is organized under the laws of, and has its principal place of business in, the United States;
b.
is not an investment company (other than a small business investment company wholly owned by the business development
company) or a company that would be an investment company but for certain exclusions under the 1940 Act for certain financial
companies such as banks, brokers, commercial finance companies, mortgage companies and insurance companies; and
c. satisfies any of the following:
i. does not have any class of securities with respect to which a broker or dealer may extend margin credit;
ii. is controlled by a business development company or a group of companies including a business development company and the
business development company has an affiliated person who is a director of the eligible portfolio company;
iii. is a small and solvent company having total assets of not more than $4 million and capital and surplus of not less than
$2 million;
iv. does not have any class of securities listed on a national securities exchange; or
v. has a class of securities listed on a national securities exchange, but has an aggregate market value of outstanding voting and
non-voting common equity of less than $250 million.
2. Securities in companies that were eligible portfolio companies when we made our initial investment if certain other requirements are
satisfied.
3. Securities of any eligible portfolio company which we control.
4. Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the
issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior
to the purchase of its securities was unable to meet its obligations as they came due without material assistance other than conventional
lending or financing agreements.
5. Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such
securities and we already own 60% of the outstanding equity of the eligible portfolio company.
6. Securities received in exchange for or distributed on or with respect to securities described in (1) through (4) above, or pursuant to the
exercise of warrants or rights relating to such securities.
7. Cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of
investment.
In addition, a business development company must have been organized and have its principal place of business in the United States and must be
operated for the purpose of making investments in the types of securities described in (1), (2), (3) or (4) above.
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Managerial Assistance to Portfolio Companies
In order to count portfolio securities as qualifying assets for the purpose of the 70% test, a business development company must either control
the issuer of the securities or must offer to make available to the issuer of the securities (other than small and solvent companies described
above) significant managerial assistance; except that, where the business development company purchases such securities in conjunction with
one or more other persons acting together, one of the other persons in the group may make available such managerial assistance. "Making
available significant managerial assistance" refers to any arrangement whereby we provide significant guidance and counsel concerning the
management, operations, or business objectives and policies of a portfolio company. We are also deemed to be providing managerial assistance
to all portfolio companies that we control, either by ourselves or in conjunction with others. The nature and extent of significant managerial
assistance provided by us will vary according to the particular needs of each portfolio company. Examples of such activities include advice on
marketing, operations, fulfillment and overall strategy, capital budgeting, managing relationships with financing sources, recruiting management
personnel, evaluating acquisition and divestiture opportunities, participating in board and management meetings, consulting with and advising
officers of portfolio companies, and providing other organizational and financial guidance. We provide significant managerial assistance to all
portfolio companies that we control, either by ourselves or in conjunction with others. Prospect Administration provides such managerial
assistance on our behalf to portfolio companies, including controlled companies, when we are required to provide this assistance, utilizing
personnel from Prospect Capital Management.
Temporary Investments
Pending investment in other types of "qualifying assets," as described above, our investments may consist of cash, cash equivalents, including
money market funds, U.S. government securities or high quality debt securities maturing in one year or less from the time of investment, which
we refer to, collectively, as temporary investments, so that 70% of our assets are qualifying assets. Typically, we will invest in money market
funds, U.S. Treasury bills or in repurchase agreements that are fully collateralized by cash or securities issued by the U.S. government or its
agencies. A repurchase agreement involves the purchase by an investor, such as us, of a specified security and the simultaneous agreement by the
seller to repurchase it at an agreed upon future date and at a price which is greater than the purchase price by an amount that reflects an agreed-
upon interest rate. There is no percentage restriction on the proportion of our assets that may be invested in such repurchase agreements.
However, if more than 25% of our total assets constitute repurchase agreements from a single counterparty, we would not meet the
Diversification Tests in order to qualify as a RIC for U.S. federal income tax purposes. Thus, we do not intend to enter into repurchase
agreements with a single counterparty in excess of this limit. The Investment Adviser will monitor the creditworthiness of the counterparties
with which we enter into repurchase agreement transactions.
Senior Securities
We are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our common stock if our
asset coverage, as defined in the 1940 Act, is at least equal to 200% immediately after each such issuance. In addition, while any preferred stock
or public debt securities remain outstanding, we must make provisions to prohibit any distribution to our stockholders or the repurchase of such
securities or shares unless we meet the applicable asset coverage ratios after giving effect to such distribution or repurchase. We may also
borrow amounts up to 5% of the value of our total assets for temporary or emergency purposes without regard to asset coverage. For a discussion
of the risks associated with leverage, see "Risk Factors – Risks Relating to Our Securities."
Code of Ethics
We, Prospect Capital Management and Prospect Administration have each adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act
that establishes procedures for personal investments and restricts certain personal securities transactions. Personnel subject to each code may
invest in securities for their personal investment accounts, including securities that may be purchased or held by us, so long as such investments
are made in accordance with the code's requirements. For information on how to obtain a copy of each code of ethics, see "Available
Information."
Compliance Policies and Procedures
We and the Investment Adviser have adopted and implemented written policies and procedures reasonably designed to prevent violation of the
U.S. federal securities laws and are required to review these compliance policies and procedures annually for their adequacy and the
effectiveness of their implementation and to designate a Chief Compliance Officer to be responsible for administering the policies and
procedures. Brian H. Oswald serves as our Chief Compliance Officer.
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Proxy Voting Policies and Procedures
We have delegated our proxy voting responsibility to Prospect Capital Management. The Proxy Voting Policies and Procedures of Prospect
Capital Management are set forth below. The guidelines are reviewed periodically by Prospect Capital Management and our independent
directors, and, accordingly, are subject to change.
Introduction. As an investment adviser registered under the Advisers Act, Prospect Capital Management has a fiduciary duty to act solely in
the best interests of its clients. As part of this duty, Prospect Capital Management recognizes that it must vote client securities in a timely manner
free of conflicts of interest and in the best interests of its clients.
These policies and procedures for voting proxies for Prospect Capital Management's Investment Advisory clients are intended to comply with
Section 206 of, and Rule 206(4)-6 under, the Advisers Act.
Proxy policies. These policies are designed to be responsive to the wide range of subjects that may be the subject of a proxy vote. These
policies are not exhaustive due to the variety of proxy voting issues that Prospect Capital Management may be required to consider. In general,
Prospect Capital Management will vote proxies in accordance with these guidelines unless: (1) Prospect Capital Management has determined to
consider the matter on a case-by-case basis (as is stated in these guidelines), (2) the subject matter of the vote is not covered by these guidelines,
(3) a material conflict of interest is present, or (4) Prospect Capital Management might find it necessary to vote contrary to its general guidelines
to maximize stockholder value and vote in its clients' best interests. In such cases, a decision on how to vote will be made by the Proxy Voting
Committee (as described below). In reviewing proxy issues, Prospect Capital Management will apply the following general policies:
Elections of directors. In general, Prospect Capital Management will vote in favor of the management-proposed slate of directors. If there is a
proxy fight for seats on the Board of Directors or Prospect Capital Management determines that there are other compelling reasons for
withholding votes for directors, the Proxy Voting Committee will determine the appropriate vote on the matter. Prospect Capital Management
believes that directors have a duty to respond to stockholder actions that have received significant stockholder support. Prospect Capital
Management may withhold votes for directors that fail to act on key issues such as failure to implement proposals to declassify boards, failure to
implement a majority vote requirement, failure to submit a rights plan to a stockholder vote and failure to act on tender offers where a majority
of stockholders have tendered their shares. Finally, Prospect Capital Management may withhold votes for directors of non-U.S. issuers where
there is insufficient information about the nominees disclosed in the proxy statement.
Appointment of auditors. Prospect Capital Management believes that the company remains in the best position to choose the auditors and will
generally support management's recommendation.
Changes in capital structure. Changes in a company's charter, articles of incorporation or by-laws may be required by state or U.S. federal
regulation. In general, Prospect Capital Management will cast its votes in accordance with the company's management on such proposal.
However, the Proxy Voting Committee will review and analyze on a case-by-case basis any proposals regarding changes in corporate structure
that are not required by state or U.S. federal regulation.
Corporate restructurings, mergers and acquisitions. Prospect Capital Management believes proxy votes dealing with corporate
reorganizations are an extension of the investment decision. Accordingly, the Proxy Voting Committee will analyze such proposals on a case-by-
case basis.
Proposals affecting the rights of stockholders. Prospect Capital Management will generally vote in favor of proposals that give stockholders a
greater voice in the affairs of the company and oppose any measure that seeks to limit those rights. However, when analyzing such proposals,
Prospect Capital Management will weigh the financial impact of the proposal against the impairment of the rights of stockholders.
Corporate governance. Prospect Capital Management recognizes the importance of good corporate governance in ensuring that management
and the Board of Directors fulfill their obligations to the stockholders. Prospect Capital Management favors proposals promoting transparency
and accountability within a company.
Anti-takeover measures. The Proxy Voting Committee will evaluate, on a case-by-case basis, proposals regarding anti-takeover measures to
determine the measure's likely effect on stockholder value dilution.
Stock splits. Prospect Capital Management will generally vote with the management of the company on stock split matters.
Limited liability of directors. Prospect Capital Management will generally vote with management on matters that would affect the limited
liability of directors.
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Social and corporate responsibility. The Proxy Voting Committee may review and analyze on a case-by-case basis proposals relating to
social, political and environmental issues to determine whether they will have a financial impact on stockholder value. Prospect Capital
Management may abstain from voting on social proposals that do not have a readily determinable financial impact on stockholder value.
Proxy voting procedures. Prospect Capital Management will generally vote proxies in accordance with these guidelines. In circumstances in
which (1) Prospect Capital Management has determined to consider the matter on a case-by-case basis (as is stated in these guidelines), (2) the
subject matter of the vote is not covered by these guidelines, (3) a material conflict of interest is present, or (4) Prospect Capital Management
might find it necessary to vote contrary to its general guidelines to maximize stockholder value and vote in its clients' best interests, the Proxy
Voting Committee will vote the proxy.
Proxy voting committee. Prospect Capital Management has formed a proxy voting committee to establish general proxy policies and consider
specific proxy voting matters as necessary. In addition, members of the committee may contact the management of the company and interested
stockholder groups as necessary to discuss proxy issues. Members of the committee will include relevant senior personnel. The committee may
also evaluate proxies where we face a potential conflict of interest (as discussed below). Finally, the committee monitors adherence to
guidelines, and reviews the policies contained in this statement from time to time.
Conflicts of interest. Prospect Capital Management recognizes that there may be a potential conflict of interest when it votes a proxy solicited
by an issuer that is its advisory client or a client or customer of one of our affiliates or with whom it has another business or personal relationship
that may affect how it votes on the issuer's proxy. Prospect Capital Management believes that adherence to these policies and procedures ensures
that proxies are voted with only its clients' best interests in mind. To ensure that its votes are not the product of a conflict of interests, Prospect
Capital Management requires that: (i) anyone involved in the decision making process (including members of the Proxy Voting Committee)
disclose to the chairman of the Proxy Voting Committee any potential conflict that he or she is aware of and any contact that he or she has had
with any interested party regarding a proxy vote; and (ii) employees involved in the decision making process or vote administration are
prohibited from revealing how Prospect Capital Management intends to vote on a proposal in order to reduce any attempted influence from
interested parties.
Proxy voting. Each account's custodian will forward all relevant proxy materials to Prospect Capital Management, either electronically or in
physical form to the address of record that Prospect Capital Management has provided to the custodian.
Proxy recordkeeping. Prospect Capital Management must retain the following documents pertaining to proxy voting:
•
copies of its proxy voting policies and procedures;
•
copies of all proxy statements;
•
records of all votes cast by Prospect Capital Management;
•
•
copies of all documents created by Prospect Capital Management that were material to making a decision how to vote proxies or that
memorializes the basis for that decision; and
copies of all written client requests for information with regard to how Prospect Capital Management voted proxies on behalf of the
client as well as any written responses provided.
All of the above-referenced records will be maintained and preserved for a period of not less than five years from the end of the fiscal year
during which the last entry was made. The first two years of records must be maintained at our office.
Proxy voting records. Clients may obtain information about how Prospect Capital Management voted proxies on their behalf by making a
written request for proxy voting information to: Compliance Officer, Prospect Capital Management LLC, 10 East 40th Street, 42nd Floor, New
York, NY 10016.
Sarbanes-Oxley Act of 2002
The Sarbanes-Oxley Act of 2002 imposes a variety of regulatory requirements on publicly-held companies. In addition to our Chief Executive
and Chief Financial Officers' required certifications as to the accuracy of our financial reporting, we are also required to disclose the
effectiveness of our disclosure controls and procedures as well as report on our assessment of our internal controls over financial reporting, the
latter of which must be audited by our independent registered public accounting firm.
The Sarbanes-Oxley Act of 2002 also requires us to continually review our policies and procedures to ensure that we remain in compliance with
all rules promulgated thereunder.
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Available Information
We file with or submit to the SEC annual, quarterly and current periodic reports, proxy statements and other information meeting the
informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This information is available free of
charge by contacting us at (212) 448-0702 or on our website at www.prospectstreet.com . Information contained on our website is not
incorporated into this Annual Report and you should not consider such information to be part of this Annual Report. You also may inspect and
copy these reports, proxy statements and other information, as well as the Annual Report and related exhibits and schedules, at the Public
Reference Room of the SEC at 100 F Street NE, Washington, D.C. 20549. Such information is also available from the EDGAR database on the
SEC's website at http://www.sec.gov . You also can obtain copies of such information, after paying a duplicating fee, by sending a request by e-
mail to publicinfo@sec.gov or by writing the SEC's Public Reference Branch, Office of Consumer Affairs and Information Services, Securities
and Exchange Commission, Washington, D.C. 20549. You may obtain information on the operation of the SEC's Public Reference Room by
calling the SEC at (202) 551-8090 or (800) SEC-0330.
Item 1A. Risk Factors
Investing in our securities involves a high degree of risk. You should carefully consider the risks described below, together with all of the other
information included in this report, before you decide whether to make an investment in our securities. The risks set forth below are not the only
risks we face. If any of the adverse events or conditions described below occurs, our business, financial condition and results of operations could
be materially adversely affected. In such case, our NAV, and the trading price of our common stock could decline, or the value of our preferred
stock, debt securities, and warrants, if any are outstanding, may decline, and you may lose all or part of your investment.
Forward-Looking Statements
Our annual report on Form l0-K for the year ended June 30, 2014 , any of our quarterly reports on Form 10-Q or current reports on Form 8-K, or
any other oral or written statements made in press releases or otherwise by or on behalf of Prospect Capital Corporation may contain forward-
looking statements within the meaning of the Section 21E of the Exchange Act, which involve certain risks and uncertainties. Forward-looking
statements predict or describe our future operations, business plans, business and investment strategies and portfolio management and the
performance of our investments and our investment management business. These forward-looking statements are identified by their use of such
terms and phrases as "intends," "intend," "intended," "goal," "estimate," "estimates," "expects," "expect," "expected," "project," "projected,"
"projections," "plans," "seeks," "anticipates," "anticipated," "should," "could," "may," "will," "designed to," "foreseeable future," "believe,"
"believes," "scheduled" and similar expressions. Our actual results or outcomes may differ materially from those anticipated. Readers are
cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. We
undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or
otherwise.
Our actual results may differ significantly from any results expressed or implied by these forward-looking statements. Some, but not all, of the
factors that might cause such a difference include, but are not limited to:
• our future operating results;
• our business prospects and the prospects of our portfolio companies;
•
the impact of investments that we expect to make;
• our contractual arrangements and relationships with third parties;
•
the dependence of our future success on the general economy and its impact on the industries in which we invest;
•
the ability of our portfolio companies to achieve their objectives;
• difficulty in obtaining financing or raising capital, especially in the current credit and equity environment;
•
the level and volatility of prevailing interest rates and credit spreads, magnified by the current turmoil in the credit markets;
•
adverse developments in the availability of desirable loan and investment opportunities whether they are due to competition, regulation
or otherwise;
•
a compression of the yield on our investments and the cost of our liabilities, as well as the level of leverage available to us;
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• our regulatory structure and tax treatment, including our ability to operate as a business development company and a regulated
investment company;
•
the adequacy of our cash resources and working capital;
•
the timing of cash flows, if any, from the operations of our portfolio companies;
•
the ability of the Investment Adviser to locate suitable investments for us and to monitor and administer our investments;
•
authoritative generally accepted accounting principles or policy changes from such standard-setting bodies as the Financial Accounting
Standards Board, the Securities and Exchange Commission, Internal Revenue Service, the NASDAQ Global Select Market, and other
authorities that we are subject to, as well as their counterparts in any foreign jurisdictions where we might do business; and
•
the risk factors set forth below.
Risks Relating to Our Business
Capital markets could experience a period of disruption and instability. Such market conditions have historically and could again have a
material and adverse effect on debt and equity capital markets in the United States and abroad, which could have a materially negative
impact on our business and operations.
Global capital markets have periodically experienced periods of instability as evidenced by the extended disruptions from 2007 to 2010 in
liquidity in the debt capital markets, significant losses in the principal value of investments, the re-pricing of credit risk in the markets and the
failure of certain major financial institutions. Such conditions may occur for a prolonged period of time. These market conditions have
historically and could again have a material adverse effect on debt and equity capital markets in the United States and Europe, which could have
a materially negative impact on our business, financial condition and results of operations. We and other companies in the financial services
sector may have to access, if available, alternative markets for debt and equity capital. In such circumstances, equity capital may be difficult to
raise because subject to some limited exceptions, as a BDC, we are generally not able to issue additional shares of our common stock at a price
less than net asset value without general approval by our stockholders, which we currently have, and approval of the specific issuance by our
Board of Directors. In addition, our ability to incur indebtedness or issue preferred stock is limited by applicable regulations such that our asset
coverage, as defined in the 1940 Act, must equal at least 200% immediately after each time we incur indebtedness or issue preferred stock. The
debt capital that may be available, if at all, may be at a higher cost and on less favorable terms and conditions in the future. Any inability to raise
capital could have a negative effect on our business, financial condition and results of operations.
Market conditions may in the future make it difficult to extend the maturity of or refinance our existing indebtedness, including the final
maturity of our credit facility in March 2015, and any failure to do so could have a material adverse effect on our business. The illiquidity of our
investments may make it difficult for us to sell such investments if required. As a result, we may realize significantly less than the value at which
we have recorded our investments.
Given the extreme volatility and dislocation that the capital markets have historically experienced, many BDCs have faced, and may in the future
face, a challenging environment in which to raise capital. We may in the future have difficulty accessing debt and equity capital, and a severe
disruption in the global financial markets or deterioration in credit and financing conditions could have a material adverse effect on our business,
financial condition and results of operations. In addition, significant changes in the capital markets, including the extreme volatility and
disruption, have had, and may in the future have, a negative effect on the valuations of our investments and on the potential for liquidity events
involving our investments. An inability to raise capital, and any required sale of our investments for liquidity purposes, could have a material
adverse impact on our business, financial condition or results of operations. The Investment Adviser does not know how long the financial
markets will continue to be affected by these events and cannot predict the effects of these or similar events in the future on the United States
economy and securities markets or on our investments. The Investment Adviser monitors developments and seeks to manage our investments in
a manner consistent with achieving our investment objective, but there can be no assurance that it will be successful in doing so; and the
Investment Adviser may not timely anticipate or manage existing, new or additional risks, contingencies or developments, including regulatory
developments in the current or future market environment.
We are required to record certain of our assets at fair value, as determined in good faith by our Board of Directors in accordance with our
valuation policy. As a result, volatility in the capital markets may have a material adverse effect on our investment valuations and our net asset
value, even if we plan to hold investments to maturity.
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Uncertainty about the financial stability of the United States and of several countries in the European Union (EU) could have a significant
adverse effect on our business, financial condition and results of operations.
Due to federal budget deficit concerns, S&P downgraded the federal government's credit rating from AAA to AA+ for the first time in history on
August 5, 2011. Further, Moody's and Fitch have warned that they may downgrade the federal government's credit rating. Further downgrades or
warnings by S&P or other rating agencies, and the United States government's credit and deficit concerns in general, including issues around the
federal debt ceiling, could cause interest rates and borrowing costs to rise, which may negatively impact both the perception of credit risk
associated with our debt portfolio and our ability to access the debt markets on favorable terms. In addition, a decreased credit rating could create
broader financial turmoil and uncertainty, which may weigh heavily on our financial performance and the value of our common stock.
In 2010, a financial crisis emerged in Europe, triggered by high budget deficits and rising direct and contingent sovereign debt in Greece,
Ireland, Italy, Portugal and Spain, which created concerns about the debt crisis in Europe or any similar crisis could have a detrimental impact on
the global economic recovery, sovereign and non-sovereign debt in these countries and the financial condition of European financial institutions.
Market and economic disruptions have affected, and may in the future affect, consumer confidence levels and spending, personal bankruptcy
rates, levels of incurrence and default on consumer debt and home prices, among other factors. We cannot assure you that market disruptions in
Europe, including the increased cost of funding for certain governments and financial institutions, will not impact the global economy, and we
cannot assure you that assistance packages will be available, or if available, be sufficient to stabilize countries and markets in Europe or
elsewhere affected by a financial crisis. To the extent uncertainty regarding any economic recovery in Europe negatively impacts consumer
confidence and consumer credit factors, our business, financial condition and results of operations could be significantly and adversely affected.
On December 18, 2013, the Federal Reserve announced that it would scale back its bond-buying program, or quantitative easing, which was
designed to stimulate the economy and expand the Federal Reserve's holdings of long-term securities until key economic indicators, such as the
unemployment rate, show signs of improvement. The Federal Reserve signaled it would reduce its purchases of long-term Treasury bonds and
would scale back on its purchases of mortgage-backed securities. It is unclear what effect, if any, the incremental reduction in the rate of the
Federal Reserve's monthly purchases will have on the value of our investments. However, it is possible that absent continued quantitative easing
by the Federal Reserve, these developments, along with the United States government's federal debt ceiling issues and the European sovereign
debt crisis, could cause interest rates and borrowing costs to rise, which may negatively impact our ability to access the debt markets on
favorable terms.
We may suffer credit losses.
Investment in small and middle-market companies is highly speculative and involves a high degree of risk of credit loss. These risks are likely to
increase during volatile economic periods. See "Risks Related to Our Investments."
Our financial condition and results of operations will depend on our ability to manage our future growth effectively.
Prospect Capital Management has been registered as an investment adviser since March 31, 2004, and we have been organized as a closed-end
investment company since April 13, 2004. Our ability to achieve our investment objective depends on our ability to grow, which depends, in
turn, on the Investment Adviser's ability to continue to identify, analyze, invest in and monitor companies that meet our investment criteria.
Accomplishing this result on a cost-effective basis is largely a function of the Investment Adviser's structuring of investments, its ability to
provide competent, attentive and efficient services to us and our access to financing on acceptable terms. As we continue to grow, Prospect
Capital Management will need to continue to hire, train, supervise and manage new employees. Failure to manage our future growth effectively
could have a materially adverse effect on our business, financial condition and results of operations.
We are dependent upon Prospect Capital Management's key management personnel for our future success.
We depend on the diligence, skill and network of business contacts of the senior management of the Investment Adviser. We also depend, to a
significant extent, on the Investment Adviser's access to the investment professionals and the information and deal flow generated by these
investment professionals in the course of their investment and portfolio management activities. The senior management team of the Investment
Adviser evaluates, negotiates, structures, closes, monitors and services our investments. Our success depends to a significant extent on the
continued service of the senior management team, particularly John F. Barry III and M. Grier Eliasek. The departure of any of the senior
management team could have a materially adverse effect on our ability to achieve our investment objective. In addition, we can offer no
assurance that Prospect Capital Management will remain the Investment Adviser or that we will continue to have access to its investment
professionals or its information and deal flow.
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We operate in a highly competitive market for investment opportunities.
A number of entities compete with us to make the types of investments that we make in middle-market companies. We compete with other
BDCs, public and private funds, commercial and investment banks, commercial financing companies, insurance companies, hedge funds, and, to
the extent they provide an alternative form of financing, private equity funds. Many of our competitors are substantially larger and have
considerably greater financial, technical and marketing resources than we do. Some competitors may have a lower cost of funds and access to
funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments,
which could allow them to consider a wider variety of investments and establish more relationships than us. Furthermore, many of our
competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a BDC and that the Code imposes on us as a RIC.
We cannot assure you that the competitive pressures we face will not have a material adverse effect on our business, financial condition and
results of operations. Also, as a result of this competition, we may not be able to pursue attractive investment opportunities from time to time.
We do not seek to compete primarily based on the interest rates we offer and we believe that some of our competitors may make loans with
interest rates that are comparable to or lower than the rates we offer. Rather, we compete with our competitors based on our existing investment
platform, seasoned investment professionals, experience and focus on middle-market companies, disciplined investment philosophy, extensive
industry focus and flexible transaction structuring.
We may lose investment opportunities if we do not match our competitors' pricing, terms and structure. If we match our competitors' pricing,
terms and structure, we may experience decreased net interest income and increased risk of credit loss. As a result of operating in such a
competitive environment, we may make investments that are on less favorable terms than what we may have originally anticipated, which may
impact our return on these investments.
We fund a portion of our investments with borrowed money, which magnifies the potential for gain or loss on amounts invested and may
increase the risk of investing in us.
Borrowings and other types of financing, also known as leverage, magnify the potential for gain or loss on amounts invested and, therefore,
increase the risks associated with investing in our securities. Our lenders have fixed dollar claims on our assets that are superior to the claims of
our common stockholders or any preferred stockholders. If the value of our assets increases, then leveraging would cause the net asset value to
increase more sharply than it would have had we not leveraged. Conversely, if the value of our assets decreases, leveraging would cause net
asset value to decline more sharply than it otherwise would have had we not leveraged. Similarly, any increase in our income in excess of
consolidated interest payable on the borrowed funds would cause our net income to increase more than it would without the leverage, while any
decrease in our income would cause net income to decline more sharply than it would have had we not borrowed. Such a decline could
negatively affect our ability to make common stock dividend payments. Leverage is generally considered a speculative investment technique.
Changes in interest rates may affect our cost of capital and net investment income.
A portion of the debt investments we make bears interest at fixed rates and other debt investments bear interest at variable rates with floors and
the value of these investments could be negatively affected by increases in market interest rates. In addition, as the interest rate on our revolving
credit facility is at a variable rate based on an index, an increase in interest rates would make it more expensive to use debt to finance our
investments. As a result, an increase in market interest rates could both reduce the value of our portfolio investments and increase our cost of
capital, which could reduce our net investment income or net increase in net assets resulting from operations.
We need to raise additional capital to grow because we must distribute most of our income.
We need additional capital to fund growth in our investments. A reduction in the availability of new capital could limit our ability to grow. We
must distribute at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if
any, to our stockholders to maintain our status as a regulated investment company, or RIC, for U.S. federal income tax purposes. As a result,
such earnings are not available to fund investment originations. We have sought additional capital by borrowing from financial institutions and
may issue debt securities or additional equity securities. If we fail to obtain funds from such sources or from other sources to fund our
investments, we could be limited in our ability to grow, which may have an adverse effect on the value of our common stock. In addition, as a
business development company, we generally may not borrow money or issue debt securities or issue preferred stock unless immediately
thereafter our ratio of total assets to total borrowings and other senior securities is at least 200%. This may restrict our ability to obtain additional
leverage in certain circumstances.
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We may experience fluctuations in our quarterly results.
We could experience fluctuations in our quarterly operating results due to a number of factors, including the level of structuring fees received,
the interest or dividend rates payable on the debt or equity securities we hold, the default rate on debt securities, the level of our expenses,
variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in our
markets, and general economic conditions. As a result of these factors, results for any period should not be relied upon as being indicative of
performance in future periods.
Our most recent NAV was calculated on June 30, 2014 and our NAV when calculated effective September 30, 2014 and thereafter may be
higher or lower.
Our most recently estimated NAV per share is $10.56 determined by us as of June 30, 2014 . NAV per share as of September 30, 2014 may be
higher or lower than $10.56 based on potential changes in valuations, issuances of securities, dividends paid and earnings for the quarter then
ended. Our Board of Directors has not yet determined the fair value of portfolio investments at any date subsequent to June 30, 2014 . Our Board
of Directors determines the fair value of our portfolio investments on a quarterly basis in connection with the preparation of quarterly financial
statements and based on input from independent valuation firms, the Investment Adviser, the Administrator and the Audit Committee of our
Board of Directors.
The Investment Adviser's liability is limited under the Investment Advisory Agreement, and we are required to indemnify the Investment
Adviser against certain liabilities, which may lead the Investment Adviser to act in a riskier manner on our behalf than it would when acting
for its own account.
The Investment Adviser has not assumed any responsibility to us other than to render the services described in the Investment Advisory
Agreement, and it will not be responsible for any action of our Board of Directors in declining to follow the Investment Adviser's advice or
recommendations. Pursuant to the Investment Advisory Agreement, the Investment Adviser and its members and their respective officers,
managers, partners, agents, employees, controlling persons and members and any other person or entity affiliated with it will not be liable to us
for their acts under the Investment Advisory Agreement, absent willful misfeasance, bad faith, gross negligence or reckless disregard in the
performance of their duties. We have agreed to indemnify, defend and protect the Investment Adviser and its members and their respective
officers, managers, partners, agents, employees, controlling persons and members and any other person or entity affiliated with it with respect to
all damages, liabilities, costs and expenses resulting from acts of the Investment Adviser not arising out of willful misfeasance, bad faith, gross
negligence or reckless disregard in the performance of their duties under the Investment Advisory Agreement. These protections may lead the
Investment Adviser to act in a riskier manner when acting on our behalf than it would when acting for its own account.
Potential conflicts of interest could impact our investment returns.
Our executive officers and directors, and the executive officers of the Investment Adviser, may serve as officers, directors or principals of
entities that operate in the same or related lines of business as we do or of investment funds managed by our affiliates. Accordingly, they may
have obligations to investors in those entities, the fulfillment of which might not be in our best interests or those of our stockholders.
Nevertheless, it is possible that new investment opportunities that meet our investment objective may come to the attention of one of these
entities in connection with another investment advisory client or program, and, if so, such opportunity might not be offered, or otherwise made
available, to us. However, as an investment adviser, Prospect Capital Management has a fiduciary obligation to act in the best interests of its
clients, including us. To that end, if Prospect Capital Management or its affiliates manage any additional investment vehicles or client accounts
in the future, Prospect Capital Management will endeavor to allocate investment opportunities in a fair and equitable manner over time so as not
to discriminate unfairly against any client. If Prospect Capital Management chooses to establish another investment fund in the future, when the
investment professionals of Prospect Capital Management identify an investment, they will have to choose which investment fund should make
the investment.
In the course of our investing activities, under the Investment Advisory Agreement we pay base management and incentive fees to Prospect
Capital Management and reimburse Prospect Capital Management for certain expenses it incurs. As a result of the Investment Advisory
Agreement, there may be times when the senior management team of Prospect Capital Management has interests that differ from those of our
stockholders, giving rise to a conflict.
The Investment Adviser receives a quarterly income incentive fee based, in part, on our pre-incentive fee net investment income, if any, for the
immediately preceding calendar quarter. This income incentive fee is subject to a fixed quarterly hurdle rate before providing an income
incentive fee return to Prospect Capital Management. This fixed hurdle rate was determined when then current interest rates were relatively low
on a historical basis. Thus, if interest rates rise, it would become easier for our investment income to exceed the hurdle rate and, as a result, more
likely that Prospect Capital Management will receive an income incentive fee than
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if interest rates on our investments remained constant or decreased. Subject to the receipt of any requisite stockholder approval under the 1940
Act, our Board of Directors may adjust the hurdle rate by amending the Investment Advisory Agreement.
The income incentive fee payable by us is computed and paid on income that may include interest that has been accrued but not yet received in
cash. If a portfolio company defaults on a loan that has a deferred interest feature, it is possible that interest accrued under such loan that has
previously been included in the calculation of the income incentive fee will become uncollectible. If this happens, we will reverse the interest
that was recorded but Prospect Capital Management is not required to reimburse us for any such income incentive fee payments that were
received in the past but would reduce the current period incentive fee for the effects of the reversal, if any. If we do not have sufficient liquid
assets to pay this incentive fee or distributions to stockholders on such accrued income, we may be required to liquidate assets in order to do so.
This fee structure could give rise to a conflict of interest for Prospect Capital Management to the extent that it may encourage Prospect Capital
Management to favor debt financings that provide for deferred interest, rather than current cash payments of interest.
We have entered into a royalty-free license agreement with Prospect Capital Management. Under this agreement, Prospect Capital Management
agrees to grant us a non-exclusive license to use the name "Prospect Capital." Under the license agreement, we have the right to use the
"Prospect Capital" name for so long as Prospect Capital Management or one of its affiliates remains our investment adviser. In addition, we rent
office space from Prospect Administration, an affiliate of Prospect Capital Management, and pay Prospect Administration our allocable portion
of overhead and other expenses incurred by Prospect Administration in performing its obligations as Administrator under the Administration
Agreement, including rent and our allocable portion of the costs of our Chief Financial Officer and Chief Compliance Officer and their
respective staffs. This may create conflicts of interest that our Board of Directors monitors.
Our incentive fee could induce Prospect Capital Management to make speculative investments.
The incentive fee payable by us to Prospect Capital Management may create an incentive for the Investment Adviser to make investments on our
behalf that are more speculative or involve more risk than would be the case in the absence of such compensation arrangement. The way in
which the incentive fee payable is determined (calculated as a percentage of the return on invested capital) may encourage the Investment
Adviser to use leverage to increase the return on our investments. Increased use of leverage and this increased risk of replacement of that
leverage at maturity would increase the likelihood of default, which would disfavor holders of our common stock. Similarly, because the
Investment Adviser will receive an incentive fee based, in part, upon net capital gains realized on our investments, the Investment Adviser may
invest more than would otherwise be appropriate in companies whose securities are likely to yield capital gains, as compared to income
producing securities. Such a practice could result in our investing in more speculative securities than would otherwise be the case, which could
result in higher investment losses, particularly during economic downturns.
The incentive fee payable by us to Prospect Capital Management could create an incentive for the Investment Adviser to invest on our behalf in
instruments, such as zero coupon bonds, that have a deferred interest feature. Under these investments, we would accrue interest income over the
life of the investment but would not receive payments in cash on the investment until the end of the term. Our net investment income used to
calculate the income incentive fee, however, includes accrued interest. For example, accrued interest, if any, on our investments in zero coupon
bonds will be included in the calculation of our incentive fee, even though we will not receive any cash interest payments in respect of payment
on the bond until its maturity date. Thus, a portion of this incentive fee would be based on income that we may not have yet received in cash in
the event of default may never receive.
We may be obligated to pay our Investment Adviser incentive compensation even if we incur a loss.
The Investment Adviser is entitled to incentive compensation for each fiscal quarter based, in part, on our pre-incentive fee net investment
income if any, for the immediately preceding calendar quarter above a performance threshold for that quarter. Accordingly, since the
performance threshold is based on a percentage of our net asset value, decreases in our net asset value make it easier to achieve the performance
threshold. Our pre-incentive fee net investment income for incentive compensation purposes excludes realized and unrealized capital losses or
depreciation that we may incur in the fiscal quarter, even if such capital losses or depreciation result in a net loss on our statement of operations
for that quarter. Thus, we may be required to pay the Investment Adviser incentive compensation for a fiscal quarter even if there is a decline in
the value of our portfolio or we incur a net loss for that quarter.
The Investment Adviser and Administrator have the right to resign on 60 days' notice, and we may not be able to find a suitable replacement
within that time, resulting in a disruption in our operations that could adversely affect our business, financial condition and results of
operations.
The Investment Adviser and Administrator have the right, under the Investment Advisory Agreement and Administration Agreement,
respectively, to resign at any time upon not less than 60 days' written notice, whether we have found a replacement
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or not. If the Investment Adviser or Administrator resigns, we may not be able to find a replacement or hire internal management or
administration with similar expertise and ability to provide the same or equivalent services on acceptable terms within 60 days, or at all. If we
are unable to do so quickly, our operations are likely to experience a disruption, our business, financial condition and results of operations as
well as our ability to pay distributions are likely to be adversely affected and the market price of our shares may decline. In addition, the
coordination of our internal management and investment activities or our internal administration activities, as applicable, is likely to suffer if we
are unable to identify and reach an agreement with a single institution or group of executives having the expertise possessed by the Investment
Adviser and its affiliates or the Administrator and its affiliates. Even if we are able to retain comparable management or administration, whether
internal or external, the integration of such management or administration and their lack of familiarity with our investment objective may result
in additional costs and time delays that may adversely affect our business, financial condition and results of operations.
Changes in the laws or regulations governing our business or the businesses of our portfolio companies and any failure by us or our
portfolio companies to comply with these laws or regulations could negatively affect the profitability of our operations or the profitability of
our portfolio companies.
We are subject to changing rules and regulations of federal and state governments, as well as the stock exchange on which our common stock is
listed. These entities, including the Public Company Accounting Oversight Board, the SEC and the NASDAQ Global Select Market, have issued
a significant number of new and increasingly complex requirements and regulations over the course of the last several years and continue to
develop additional regulations. In particular, changes in the laws or regulations or the interpretations of the laws and regulations that govern
BDCs, RICs or non-depository commercial lenders could significantly affect our operations and our cost of doing business. We are subject to
federal, state and local laws and regulations and are subject to judicial and administrative decisions that affect our operations, including our loan
originations, maximum interest rates, fees and other charges, disclosures to portfolio companies, the terms of secured transactions, collection and
foreclosure procedures and other trade practices. If these laws, regulations or decisions change, or if we expand our business into jurisdictions
that have adopted more stringent requirements than those in which we currently conduct business, we may have to incur significant expenses in
order to comply, or we might have to restrict our operations. In addition, if we do not comply with applicable laws, regulations and decisions, we
may lose licenses needed for the conduct of our business and be subject to civil fines and criminal penalties, any of which could have a material
adverse effect upon our business, financial condition and results of operations.
Foreign and domestic political risk may adversely affect our business.
We are exposed to political risk to the extent that Prospect Capital Management, on its behalf and subject to its investment guidelines, transacts
in securities in the U.S. and foreign markets. The governments in any of these jurisdictions could impose restrictions, regulations or other
measures, which may have a material adverse impact on our strategy.
Risks Relating to Our Operation as a Business Development Company
If we do not invest a sufficient portion of our assets in qualifying assets, we could fail to qualify as a BDC or be precluded from investing
according to our current business strategy.
As a BDC, we may not acquire any assets other than "qualifying assets" unless, at the time of and after giving effect to such acquisition, at least
70% of our total assets are qualifying assets. We may be precluded from investing in what we believe are attractive investments if such
investments are not qualifying assets for purposes of the 1940 Act. If we do not invest a sufficient portion of our assets in qualifying assets, we
could be found to be in violation of the 1940 Act provisions applicable to BDCs, which would have a material adverse effect on our business,
financial condition and results of operations. Similarly, these rules could prevent us from making follow-on investments in existing portfolio
companies (which could result in the dilution of our position) or could require us to dispose of investments at inappropriate times in order to
come into compliance with the 1940 Act. Because most of our investments will be in private companies, and therefore will be relatively illiquid,
any such dispositions could be made at disadvantageous prices and could result in substantial losses.
If we fail to qualify as a RIC, we will have to pay corporate-level taxes on our income, and our income available for distribution would be
reduced.
To maintain our qualification for U.S. federal income tax purposes as a RIC under Subchapter M of the Code and obtain RIC tax treatment, we
must meet certain source of income, annual distribution and asset diversification requirements.
The source of income requirement is satisfied if we derive at least 90% of our annual gross income from interest, dividends, payments with
respect to certain securities loans, gains from the sale or other disposition of securities or options thereon or foreign currencies, or other income
derived with respect to our business of investing in such securities or currencies, and net income from interests in "qualified publicly traded
partnerships," as defined in the Code.
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The annual distribution requirement for a RIC is satisfied if we distribute at least 90% of our ordinary income and net short-term capital gains in
excess of net long-term capital losses, if any, to our stockholders on an annual basis. Because we use debt financing, we are subject to certain
asset coverage ratio requirements under the 1940 Act and financial covenants that could, under certain circumstances, restrict us from making
distributions necessary to qualify for RIC tax treatment. If we are unable to obtain cash from other sources, we may fail to qualify for RIC tax
treatment and, thus, may be subject to corporate-level income tax on all of our taxable income.
To maintain our qualification as a RIC, we must also meet certain asset diversification requirements at the end of each quarter of our taxable
year. Failure to meet these tests may result in our having to dispose of certain investments quickly in order to prevent the loss of RIC status.
Because most of our investments are in private companies, any such dispositions could be made at disadvantageous prices and may result in
substantial losses.
If we fail to qualify as a RIC for any reason or become subject to corporate income tax, the resulting corporate taxes would substantially reduce
our net assets, the amount of income available for distribution, and the actual amount of our distributions. Such a failure would have a materially
adverse effect on us and our stockholders. For additional information regarding asset coverage ratio and RIC requirements, see "Business –
Material U.S. Federal Income Tax Considerations" and "Business – Regulation as a Business Development Company."
We may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income.
For U.S. federal income tax purposes, we include in income certain amounts that we have not yet received in cash, such as original issue
discount or payment-in-kind interest, which represents contractual interest added to the loan balance and due at the end of the loan term. Such
amounts could be significant relative to our overall investment activities. We also may be required to include in taxable income certain other
amounts that we do not receive in cash. While we focus primarily on investments that will generate a current cash return, our investment
portfolio currently includes, and we may continue to invest in, securities that do not pay some or all of their return in periodic current cash
distributions.
The income incentive fee payable by us is computed and paid on income that may include interest that has been accrued but not yet received in
cash. If a portfolio company defaults on a loan that is structured to provide accrued interest, it is possible that accrued interest previously used in
the calculation of the income incentive fee will become uncollectible.
Since in some cases we may recognize taxable income before or without receiving cash representing such income, we may have difficulty
distributing at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any,
as required to maintain RIC tax treatment. Accordingly, we may have to sell some of our investments at times we would not consider
advantageous, raise additional debt or equity capital or reduce new investment originations to meet these distribution requirements. If we are not
able to obtain cash from other sources, we may fail to qualify for RIC treatment and thus become subject to corporate-level income tax. See
"Business – Material U.S. Federal Income Tax Considerations" and "Business – Regulation as a Business Development Company."
Regulations governing our operation as a business development company affect our ability to raise, and the way in which we raise,
additional capital.
We have incurred indebtedness under our revolving credit facility and through the issuance of the Senior Notes and, in the future, may issue
preferred stock or debt securities and/or borrow additional money from banks or other financial institutions, which we refer to collectively as
"senior securities," up to the maximum amount permitted by the 1940 Act. Under the provisions of the 1940 Act, we are permitted, as a BDC, to
incur indebtedness or issue senior securities only in amounts such that our asset coverage, as defined in the 1940 Act, equals at least 200% after
each issuance of senior securities. If the value of our assets declines, we may be unable to satisfy this test, which would prohibit us from paying
dividends in cash or other property and could prohibit us from qualifying as a RIC. If we cannot satisfy this test, we may be required to sell a
portion of our investments or sell additional shares of common stock at a time when such sales may be disadvantageous in order to repay a
portion of our indebtedness or otherwise increase our net assets. In addition, issuance of additional common stock could dilute the percentage
ownership of our current stockholders in us.
As a BDC regulated under provisions of the 1940 Act, we are not generally able to issue and sell our common stock at a price below the current
net asset value per share without stockholder approval. If our common stock trades at a discount to net asset value, this restriction could
adversely affect our ability to raise capital. We may, however, sell our common stock, or warrants, options or rights to acquire our common
stock, at a price below the current net asset value of our common stock in certain circumstances, including if (i)(1) the holders of a majority of
our shares (or, if less, at least 67% of a quorum consisting of a majority of our shares) and a similar majority of the holders of our shares who are
not affiliated persons of us approve the sale of
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our common stock at a price that is less than the current net asset value, and (2) a majority of our Directors who have no financial interest in the
transaction and a majority of our independent Directors (a) determine that such sale is in our and our stockholders' best interests and (b) in
consultation with any underwriter or underwriters of the offering, make a good faith determination as of a time either immediately prior to the
first solicitation by us or on our behalf of firm commitments to purchase such shares, or immediately prior to the issuance of such shares, that the
price at which such shares are to be sold is not less than a price which closely approximates the market value of such shares, less any distributing
commission or discount or if (ii) a majority of the number of the beneficial holders of our common stock entitled to vote at our annual meeting,
without regard to whether a majority of such shares are voted in favor of the proposal, approve the sale of our common stock at a price that is
less than the current net asset value per share.
To generate cash for funding new investments, we pledged a substantial portion of our portfolio investments under our revolving credit facility.
These assets are not available to secure other sources of funding or for securitization. Our ability to obtain additional secured or unsecured
financing on attractive terms in the future is uncertain.
Alternatively, we may securitize our future loans to generate cash for funding new investments. See "Securitization of our assets subjects us to
various risks."
Securitization of our assets subjects us to various risks.
We may securitize assets to generate cash for funding new investments. We refer to the term securitize to describe a form of leverage under
which a company such as us (sometimes referred to as an "originator" or "sponsor") transfers income producing assets to a single-purpose,
bankruptcy-remote subsidiary (also referred to as a "special purpose entity" or "SPE"), which is established solely for the purpose of holding
such assets and entering into a structured finance transaction. The SPE then issues notes secured by such assets. The special purpose entity may
issue the notes in the capital markets either publicly or privately to a variety of investors, including banks, non-bank financial institutions and
other investors. There may be a single class of notes or multiple classes of notes, the most senior of which carries less credit risk and the most
junior of which may carry substantially the same credit risk as the equity of the SPE.
An important aspect of most debt securitization transactions is that the sale and/or contribution of assets into the SPE be considered a true sale
and/or contribution for accounting purposes and that a reviewing court would not consolidate the SPE with the operations of the originator in the
event of the originator's bankruptcy based on equitable principles. Viewed as a whole, a debt securitization seeks to lower risk to the note
purchasers by isolating the assets collateralizing the securitization in an SPE that is not subject to the credit and bankruptcy risks of the
originator. As a result of this perceived reduction of risk, debt securitization transactions frequently achieve lower overall leverage costs for
originators as compared to traditional secured lending transactions.
In accordance with the above description, to securitize loans, we may create a wholly-owned subsidiary and contribute a pool of our assets to
such subsidiary. The SPE may be funded with, among other things, whole loans or interests from other pools and such loans may or may not be
rated. The SPE would then sell its notes to purchasers who we would expect to be willing to accept a lower interest rate and the absence of any
recourse against us to invest in a pool of income producing assets to which none of our creditors would have access. We would retain all or a
portion of the equity in the SPE. An inability to successfully securitize portions of our portfolio or otherwise leverage our portfolio through
secured and unsecured borrowings could limit our ability to grow our business and fully execute our business strategy, and could decrease our
earnings. However, the successful securitization of portions of our portfolio exposes us to a risk of loss for the equity we retain in the SPE and
might expose us to greater risk on our remaining portfolio because the assets we retain may tend to be those that are riskier and more likely to
generate losses. A successful securitization may also impose financial and operating covenants that restrict our business activities and may
include limitations that could hinder our ability to finance additional loans and investments or to make the distributions required to maintain our
status as a RIC under Subchapter M of the Code. The 1940 Act may also impose restrictions on the structure of any securitizations.
Interests we hold in the SPE, if any, will be subordinated to the other interests issued by the SPE. As such, we will only receive cash
distributions on such interests if the SPE has made all cash interest and other required payments on all other interests it has issued. In addition,
our subordinated interests will likely be unsecured and rank behind all of the secured creditors, known or unknown, of the SPE, including the
holders of the senior interests it has issued. Consequently, to the extent that the value of the SPEs portfolio of assets has been reduced as a result
of conditions in the credit markets, or as a result of defaults, the value of the subordinated interests we retain would be reduced. Securitization
imposes on us the same risks as borrowing except that our risk in a securitization is limited to the amount of subordinated interests we retain,
whereas in a borrowing or debt issuance by us directly we would be at risk for the entire amount of the borrowing or debt issuance.
If the SPE is not consolidated with us, our only interest will be the value of our retained subordinated interest and the income allocated to us,
which may be more or less than the cash we receive from the SPE, and none of the SPEs liabilities will be reflected
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as our liabilities. If the assets of the SPE are not consolidated with our assets and liabilities, then our interest in the SPE may be deemed not to be
a qualifying asset for purposes of determining whether 70% of our assets are qualifying assets and the leverage incurred by such SPE may or
may not be treated as borrowings by us for purposes of the requirement that we not issue senior securities in an amount in excess of our net
assets.
We may also engage in transactions utilizing SPEs and securitization techniques where the assets sold or contributed to the SPE remain on our
balance sheet for accounting purposes. If, for example, we sell the assets to the SPE with recourse or provide a guarantee or other credit support
to the SPE, its assets will remain on our balance sheet. Consolidation would also generally result if we, in consultation with the SEC, determine
that consolidation would result in a more accurate reflection of our assets, liabilities and results of operations. In these structures, the risks will
be essentially the same as in other securitization transactions but the assets will remain our assets for purposes of the limitations described above
on investing in assets that are not qualifying assets and the leverage incurred by the SPE will be treated as borrowings incurred by us for
purposes of our limitation on the issuance of senior securities.
The Investment Adviser may have conflicts of interest with respect to potential securitizations in as much as securitizations that are not
consolidated may reduce our assets for purposes of determining its investment advisory fee although in some circumstances the Investment
Adviser may be paid certain fees for managing the assets of the SPE so as to reduce or eliminate any potential bias against securitizations.
Our ability to invest in public companies may be limited in certain circumstances.
As a BDC, we must not acquire any assets other than "qualifying assets" specified in the 1940 Act unless, at the time the acquisition is made, at
least 70% of our total assets are qualifying assets (with certain limited exceptions). Subject to certain exceptions for follow-on investments and
distressed companies, an investment in an issuer that has outstanding securities listed on a national securities exchange may be treated as
qualifying assets only if such issuer has a market capitalization that is less than $250 million at the time of such investment.
Risks Relating to Our Investments
We may not realize gains or income from our investments.
We seek to generate both current income and capital appreciation. However, the securities we invest in may not appreciate and, in fact, may
decline in value, and the issuers of debt securities we invest in may default on interest and/or principal payments. Accordingly, we may not be
able to realize gains from our investments, and any gains that we do realize may not be sufficient to offset any losses we experience. See
"Business – Our Investment Objective and Policies."
Most of our portfolio investments are recorded at fair value as determined in good faith under the direction of our Board of Directors and, as
a result, there is uncertainty as to the value of our portfolio investments.
A large percentage of our portfolio investments consist of securities of privately held companies. Hence, market quotations are generally not
readily available for determining the fair values of such investments. The determination of fair value, and thus the amount of unrealized losses
we may incur in any year, is to a degree subjective, and the Investment Adviser has a conflict of interest in making the determination. We value
these securities quarterly at fair value as determined in good faith by our Board of Directors based on input from the Investment Adviser, our
Administrator, a third party independent valuation firm and our Audit Committee. Our Board of Directors utilizes the services of an independent
valuation firm to aid it in determining the fair value of any securities. The types of factors that may be considered in determining the fair values
of our investments include the nature and realizable value of any collateral, the portfolio company's ability to make payments and its earnings,
the markets in which the portfolio company does business, comparison to publicly traded companies, discounted cash flow, current market
interest rates and other relevant factors. Because such valuations, and particularly valuations of private securities and private companies, are
inherently uncertain, the valuations may fluctuate significantly over short periods of time due to changes in current market conditions. The
determinations of fair value by our Board of Directors may differ materially from the values that would have been used if an active market and
market quotations existed for these investments. Our net asset value could be adversely affected if the determinations regarding the fair value of
our investments were materially higher than the values that we ultimately realize upon the disposal of such securities.
In addition, decreases in the market values or fair values of our investments are recorded as unrealized depreciation. Declines in prices and
liquidity in the corporate debt markets experienced during a financial crisis will result in significant net unrealized depreciation in our portfolio.
The effect of all of these factors on our portfolio will reduce our NAV by increasing net unrealized depreciation in our portfolio. Depending on
market conditions, we could incur substantial realized losses which could have a material adverse impact on our business, financial condition
and results of operations. We have no policy regarding holding a
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minimum level of liquid assets. As such, a high percentage of our portfolio generally is not liquid at any given point in time. See "The lack of
liquidity may adversely affect our business."
Price declines and illiquidity in the corporate debt markets have adversely affected, and may in the future adversely affect, the fair value of
our portfolio investments, reducing our net asset value through increased net unrealized depreciation.
As a BDC, we are required to carry our investments at market value or, if no market value is ascertainable, at fair value as determined in good
faith by or under the direction of our Board of Directors. As part of the valuation process, the types of factors that we may take into account in
determining the fair value of our investments include, as relevant and among other factors: available current market data, including relevant and
applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions,
information rights, the nature and realizable value of any collateral, the portfolio company's ability to make payments, its earnings and
discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are
public, merger and acquisition comparables, our principal market (as the reporting entity) and enterprise values. Decreases in the market values
or fair values of our investments are recorded as unrealized depreciation. The effect of all of these factors on our portfolio can reduce our net
asset value by increasing net unrealized depreciation in our portfolio. Depending on market conditions, we could incur substantial realized losses
and may suffer additional unrealized losses in future periods, which could have a material adverse impact on our business, financial condition
and results of operations.
Our investments in prospective portfolio companies may be risky and we could lose all or part of our investment.
Some of our portfolio companies have relatively short or no operating histories. These companies are and will be subject to all of the business
risk and uncertainties associated with any new business enterprise, including the risk that these companies may not reach their investment
objective and the value of our investment in them may decline substantially or fall to zero. In addition, investment in the middle market
companies that we are targeting involves a number of other significant risks, including:
• These companies may have limited financial resources and may be unable to meet their obligations under their securities that we hold,
which may be accompanied by a deterioration in the value of their securities or of any collateral with respect to any securities and a
reduction in the likelihood of our realizing on any guarantees we may have obtained in connection with our investment.
• They may have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to
render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns.
• Because many of these companies are privately held companies, public information is generally not available about these companies.
As a result, we will depend on the ability of the Investment Adviser to obtain adequate information to evaluate these companies in
making investment decisions. If the Investment Adviser is unable to uncover all material information about these companies, it may not
make a fully informed investment decision, and we may lose money on our investments.
• They are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability,
resignation or termination of one or more of these persons could have a materially adverse impact on our portfolio company and, in
turn, on us.
• They may have less predictable operating results, may from time to time be parties to litigation, may be engaged in changing businesses
with products subject to a risk of obsolescence and may require substantial additional capital to support their operations, finance
expansion or maintain their competitive position.
• They may have difficulty accessing the capital markets to meet future capital needs.
• Changes in laws and regulations, as well as their interpretations, may adversely affect their business, financial structure or prospects.
•
Increased taxes, regulatory expense or the costs of changes to the way they conduct business due to the effects of climate change may
adversely affect their business, financial structure or prospects.
We acquire majority interests in operating companies engaged in a variety of industries. When we acquire these companies we generally seek to
apply financial leverage to them in the form of debt. In most cases all or a portion of this debt is held by us, with the obligor being either the
operating company itself, a holding company through which we own our majority interest or both. The level of debt leverage utilized by these
companies makes them susceptible to the risks identified above.
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In addition, our executive officers, directors and the Investment Adviser could, in the ordinary course of business, be named as defendants in
litigation arising from proposed investments or from our investments in the portfolio companies.
The lack of liquidity in our investments may adversely affect our business.
We make investments in private companies. A portion of these investments may be subject to legal and other restrictions on resale, transfer,
pledge or other disposition or will otherwise be less liquid than publicly traded securities. The illiquidity of our investments may make it difficult
for us to sell such investments if the need arises. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may
realize significantly less than the value at which we have previously recorded our investments. In addition, we face other restrictions on our
ability to liquidate an investment in a business entity to the extent that we or the Investment Adviser has or could be deemed to have material
non-public information regarding such business entity.
Economic recessions or downturns could impair our portfolio companies and harm our operating results.
Many of our portfolio companies may be susceptible to economic slowdowns or recessions and may be unable to repay our loans or meet other
obligations during these periods. Therefore, our non-performing assets are likely to increase, and the value of our portfolio is likely to decrease,
during these periods. Adverse economic conditions also may decrease the value of collateral securing some of our loans and the value of our
equity investments. Economic slowdowns or recessions could lead to financial losses in our portfolio and a decrease in revenues, net income and
assets. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by
lenders not to extend credit to us. These events could prevent us from increasing investments and harm our operating results.
A portfolio company's failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially,
termination of its loans and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize a
portfolio company's ability to meet its obligations under the debt or equity securities that we hold. We may incur expenses to the extent
necessary to seek recovery upon default or to negotiate new terms, which may include the waiver of certain financial covenants, with a
defaulting portfolio company. In addition, if one of our portfolio companies were to go bankrupt, even though we may have structured our
interest as senior debt or preferred equity, depending on the facts and circumstances, including the extent to which we actually provided
managerial assistance to that portfolio company, a bankruptcy court might re-characterize our debt or equity holding and subordinate all or a
portion of our claim to those of other creditors.
Investments in equity securities, many of which are illiquid with no readily available market, involve a substantial degree of risk.
We may purchase common and other equity securities. Although common stock has historically generated higher average total returns than fixed
income securities over the long-term, common stock has significantly more volatility in those returns and may significantly underperform
relative to fixed income securities. The equity securities we acquire may fail to appreciate and may decline in value or become worthless and our
ability to recover our investment will depend on our portfolio company's success. Investments in equity securities involve a number of
significant risks, including:
• Any equity investment we make in a portfolio company could be subject to further dilution as a result of the issuance of additional
equity interests and to serious risks as a junior security that will be subordinate to all indebtedness (including trade creditors) or senior
securities in the event that the issuer is unable to meet its obligations or becomes subject to a bankruptcy process.
• To the extent that the portfolio company requires additional capital and is unable to obtain it, we may not recover our investment.
•
In some cases, equity securities in which we invest will not pay current dividends, and our ability to realize a return on our investment,
as well as to recover our investment, will be dependent on the success of the portfolio company. Even if the portfolio company is
successful, our ability to realize the value of our investment may be dependent on the occurrence of a liquidity event, such as a public
offering or the sale of the portfolio company. It is likely to take a significant amount of time before a liquidity event occurs or we can
otherwise sell our investment. In addition, the equity securities we receive or invest in may be subject to restrictions on resale during
periods in which it could be advantageous to sell them.
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There are special risks associated with investing in preferred securities, including:
• Preferred securities may include provisions that permit the issuer, at its discretion, to defer distributions for a stated period without any
adverse consequences to the issuer. If we own a preferred security that is deferring its distributions, we may be required to report
income for tax purposes before we receive such distributions.
• Preferred securities are subordinated to debt in terms of priority to income and liquidation payments, and therefore will be subject to
greater credit risk than debt.
• Preferred securities may be substantially less liquid than many other securities, such as common stock or U.S. government securities.
• Generally, preferred security holders have no voting rights with respect to the issuing company, subject to limited exceptions.
Additionally, when we invest in first lien senior secured loans (including unitranche loans), second lien senior secured loans or unsecured debt,
we may acquire warrants or other equity securities as well. Our goal is ultimately to dispose of such equity interests and realize gains upon our
disposition of such interests. However, the equity interests we receive may not appreciate in value and, in fact, may decline in value.
Accordingly, we may not be able to realize gains from our equity interests and any gains that we do realize on the disposition of any equity
interests may not be sufficient to offset any other losses we experience.
We may invest, to the extent permitted by law, in the equity securities of investment funds that are operating pursuant to certain exceptions to the
1940 Act and in advisers to similar investment funds and, to the extent we so invest, will bear our ratable share of any such company's expenses,
including management and performance fees. We will also remain obligated to pay management and incentive fees to Prospect Capital
Management with respect to the assets invested in the securities and instruments of such companies. With respect to each of these investments,
each of our common stockholders will bear his or her share of the management and incentive fee of Prospect Capital Management as well as
indirectly bearing the management and performance fees and other expenses of any such investment funds or advisers.
There may be circumstances where our debt investments could be subordinated to claims of other creditors or we could be subject to lender
liability claims.
If one of our portfolio companies were to go bankrupt, even though we may have structured our interest as senior debt, depending on the facts
and circumstances, a bankruptcy court might recharacterize our debt holding as an equity investment and subordinate all or a portion of our
claim to that of other creditors. In addition, lenders can be subject to lender liability claims for actions taken by them where they become too
involved in the borrower's business or exercise control over the borrower. For example, we could become subject to a lender's liability claim, if,
among other things, we actually render significant managerial assistance.
Our portfolio companies may incur debt or issue equity securities that rank equally with, or senior to, our investments in such companies.
Our portfolio companies may have, or may be permitted to incur, other debt or issue other equity securities that rank equally with or senior to
our investments. By their terms, such instruments may provide that the holders are entitled to receive payment of dividends, interest or principal
on or before the dates on which we are entitled to receive payments in respect of our investments. These debt instruments would usually prohibit
the portfolio companies from paying interest on or repaying our investments in the event and during the continuance of a default under such
debt. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of securities ranking
senior to our investment in that portfolio company typically are entitled to receive payment in full before we receive any distribution in respect
of our investment. After repaying such holders, the portfolio company may not have any remaining assets to use for repaying its obligation to us.
In the case of securities ranking equally with our investments, we would have to share on an equal basis any distributions with other security
holders in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company.
The rights we may have with respect to the collateral securing any junior priority loans we make to our portfolio companies may also be limited
pursuant to the terms of one or more intercreditor agreements (including agreements governing ‘‘first out’’ and ‘‘last out’’ structures) that we
enter into with the holders of senior debt. Under such an intercreditor agreement, at any time that senior obligations are outstanding, we may
forfeit certain rights with respect to the collateral to the holders of the senior obligations. These rights may include the right to commence
enforcement proceedings against the collateral, the right to control the conduct of such enforcement proceedings, the right to approve
amendments to collateral documents, the right to release liens on the collateral and the right to waive past defaults under collateral documents.
We may not have the ability to control or direct such actions, even if as a result our rights as junior lenders are adversely affected.
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This risk is characteristic of many of the majority-owned operating companies in our portfolio in that any debt to us from a holding company and
the holding company's substantial equity investments in the related operating company are subordinated to any creditors of the operating
company.
When we are a debt or minority equity investor in a portfolio company, we are often not in a position to exert influence on the entity, and
other debt holders, other equity holders and portfolio company management may make decisions that could decrease the value of our
portfolio holdings.
When we make debt or minority equity investments, we are subject to the risk that a portfolio company may make business decisions with which
we disagree and the other equity holders and management of such company may take risks or otherwise act in ways that do not serve our
interests. As a result, a portfolio company may make decisions that could decrease the value of our investment. In addition, when we hold a
subordinate debt position, other more senior debt holders may make decisions that could decrease the value of our investment.
Our portfolio companies may be highly leveraged.
Some of our portfolio companies may be highly leveraged, which may have adverse consequences to these companies and to us as an investor.
These companies may be subject to restrictive financial and operating covenants and the leverage may impair these companies' ability to finance
their future operations and capital needs. As a result, these companies' flexibility to respond to changing business and economic conditions and
to take advantage of business opportunities may be limited. Further, a leveraged company's income and net assets will tend to increase or
decrease at a greater rate than if borrowed money were not used.
Our portfolio contains a limited number of portfolio companies, which subjects us to a greater risk of significant loss if any of these
companies defaults on its obligations under any of its debt securities.
A consequence of the limited number of investments in our portfolio is that the aggregate returns we realize may be significantly adversely
affected if one or more of our significant portfolio company investments perform poorly or if we need to write down the value of any one
significant investment. Beyond our income tax diversification requirements, we do not have fixed guidelines for diversification, and our
portfolio could contain relatively few portfolio companies.
Our failure to make follow-on investments in our existing portfolio companies could impair the value of our portfolio.
Following an initial investment in a portfolio company, we may make additional investments in that portfolio company as "follow-on"
investments, in order to: (1) increase or maintain in whole or in part our equity ownership percentage; (2) exercise warrants, options or
convertible securities that were acquired in the original or subsequent financing or (3) attempt to preserve or enhance the value of our
investment.
We may elect not to make follow-on investments, may be constrained in our ability to employ available funds, or otherwise may lack sufficient
funds to make those investments. We have the discretion to make any follow-on investments, subject to the availability of capital resources. The
failure to make follow-on investments may, in some circumstances, jeopardize the continued viability of a portfolio company and our initial
investment, or may result in a missed opportunity for us to increase our participation in a successful operation. Even if we have sufficient capital
to make a desired follow-on investment, we may elect not to make a follow-on investment because we may not want to increase our
concentration of risk, because we prefer other opportunities, or because we are inhibited by compliance with BDC requirements or the desire to
maintain our tax status.
We may be unable to invest the net proceeds raised from offerings and repayments from investments on acceptable terms, which would harm
our financial condition and operating results.
Until we identify new investment opportunities, we intend to either invest the net proceeds of future offerings and repayments from investments
in interest-bearing deposits or other short-term instruments or use the net proceeds from such offerings to reduce then-outstanding obligations
under our credit facility. We cannot assure you that we will be able to find enough appropriate investments that meet our investment criteria or
that any investment we complete using the proceeds from an offering will produce a sufficient return.
We may have limited access to information about privately-held companies in which we invest.
We invest primarily in privately-held companies. Generally, little public information exists about these companies, and we are required to rely
on the ability of the Investment Adviser's investment professionals to obtain adequate information to evaluate the potential returns from
investing in these companies. These companies and their financial information are not subject to the Sarbanes-Oxley Act of 2002 and other rules
that govern public companies. If we are unable to uncover all material information about these companies, we may not make a fully informed
investment decision, and we may lose money on our investment.
37
We may not be able to fully realize the value of the collateral securing our debt investments.
Although a substantial amount of our debt investments are protected by holding security interests in the assets of the portfolio companies, we
may not be able to fully realize the value of the collateral securing our investments due to one or more of the following factors:
• Our debt investments may be in the form of unsecured loans, therefore our liens on the collateral, if any, are subordinated to those of the
senior secured debt of the portfolio companies, if any. As a result, we may not be able to control remedies with respect to the collateral.
• The collateral may not be valuable enough to satisfy all of the obligations under our secured loan, particularly after giving effect to the
repayment of secured debt of the portfolio company that ranks senior to our loan.
• Bankruptcy laws may limit our ability to realize value from the collateral and may delay the realization process.
• Our rights in the collateral may be adversely affected by the failure to perfect security interests in the collateral.
• The need to obtain regulatory and contractual consents could impair or impede how effectively the collateral would be liquidated and
could affect the value received.
• Some or all of the collateral may be illiquid and may have no readily ascertainable market value. The liquidity and value of the
collateral could be impaired as a result of changing economic conditions, competition, and other factors, including the availability of
suitable buyers.
Our investments in foreign securities may involve significant risks in addition to the risks inherent in U.S. investments.
Our investment strategy contemplates potential investments in securities of foreign companies, including those located in emerging market
countries. Investing in foreign companies may expose us to additional risks not typically associated with investing in U.S. companies. These
risks include changes in exchange control regulations, political and social instability, expropriation, imposition of foreign taxes, less liquid
markets and less available information than is generally the case in the United States, higher transaction costs, less government supervision of
exchanges, brokers and issuers, less developed bankruptcy laws, difficulty in enforcing contractual obligations, lack of uniform accounting and
auditing standards and greater price volatility. Such risks are more pronounced in emerging market countries.
Although currently substantially all of our investments are, and we expect that most of our investments will be, U.S. dollar-denominated,
investments that are denominated in a foreign currency will be subject to the risk that the value of a particular currency will change in relation to
one or more other currencies. Among the factors that may affect currency values are trade balances, the level of short-term interest rates,
differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation, and
political developments.
We may expose ourselves to risks if we engage in hedging transactions.
We may employ hedging techniques to minimize certain investment risks, such as fluctuations in interest and currency exchange rates, but we
can offer no assurance that such strategies will be effective. If we engage in hedging transactions, we may expose ourselves to risks associated
with such transactions. We may utilize instruments such as forward contracts, currency options and interest rate swaps, caps, collars and floors to
seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates and market interest
rates. Hedging against a decline in the values of our portfolio positions does not eliminate the possibility of fluctuations in the values of such
positions or prevent losses if the values of such positions decline. However, such hedging can establish other positions designed to gain from
those same developments, thereby offsetting the decline in the value of such portfolio positions. Such hedging transactions may also limit the
opportunity for gain if the values of the portfolio positions should increase. Moreover, it may not be possible to hedge against an exchange rate
or interest rate fluctuation that is so generally anticipated that we are not able to enter into a hedging transaction at an acceptable price.
Furthermore, our ability to engage in hedging transactions may also be adversely affected by rules adopted by the U.S. Commodity Futures
Trading Commission.
The success of our hedging transactions depends on our ability to correctly predict movements, currencies and interest rates. Therefore, while we
may enter into such transactions to seek to reduce currency exchange rate and interest rate risks, unanticipated changes in currency exchange
rates or interest rates may result in poorer overall investment performance than if we had not engaged in any such hedging transactions. The
degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio positions
being hedged may vary. Moreover, for a variety of reasons, we may not seek to establish a perfect correlation between such hedging instruments
and the portfolio holdings being hedged. Any such imperfect
38
correlation may prevent us from achieving the intended hedge and expose us to risk of loss. In addition, it may not be possible to hedge fully or
perfectly against currency fluctuations affecting the value of securities denominated in non-U.S. currencies. We have no current intention of
engaging in any of the hedging transaction described above, although it reserves the right to do so in the future.
Our Board of Directors may change our operating policies and strategies without prior notice or stockholder approval, the effects of which
may be adverse to us and could impair the value of our stockholders' investment.
Our Board of Directors has the authority to modify or waive our current operating policies and our strategies without prior notice and without
stockholder approval. We cannot predict the effect any changes to our current operating policies and strategies would have on our business,
financial condition, and value of our common stock. However, the effects might be adverse, which could negatively impact our ability to pay
dividends and cause stockholders to lose all or part of their investment.
Our investments in CLOs may be riskier and less transparent to us and our stockholders than direct investments in the underlying
companies.
We invest in CLOs. Generally, there may be less information available to us regarding the underlying debt investments held by CLOs than if we
had invested directly in the debt of the underlying companies. As a result, our stockholders will not know the details of the underlying securities
of the CLOs in which we will invest. Our CLO investments are subject to the risk of leverage associated with the debt issued by such CLOs and
the repayment priority of senior debt holders in such CLOs. Our investments in portfolio companies may be risky, and we could lose all or part
of our investment.
CLOs typically will have no significant assets other than their underlying senior secured loans; payments on CLO investments are and will
be payable solely from the cash flows from such senior secured loans.
CLOs typically will have no significant assets other than their underlying senior secured loans. Accordingly, payments on CLO investments are
and will be payable solely from the cash flows from such senior secured loans, net of all management fees and other expenses. Payments to us as
a holder of CLO junior securities are and will be made only after payments due on the senior secured notes, and, where appropriate, the junior
secured notes, have been made in full. This means that relatively small numbers of defaults of senior secured loans may adversely impact our
returns.
Our CLO investments are exposed to leveraged credit risk.
Generally, we are in a subordinated position with respect to realized losses on the senior secured loans underlying our investments in CLOs. The
leveraged nature of CLOs, in particular, magnifies the adverse impact of senior secured loan defaults. CLO investments represent a leveraged
investment with respect to the underlying senior secured loans. Therefore, changes in the market value of the CLO investments could be greater
than the change in the market value of the underlying senior secured loans, which are subject to credit, liquidity and interest rate risk.
There is the potential for interruption and deferral of cash flow from CLO investments.
If certain minimum collateral value ratios and/or interest coverage ratios are not met by a CLO, primarily due to senior secured loan defaults,
then cash flow that otherwise would have been available to pay distributions to us on our CLO investments may instead be used to redeem any
senior notes or to purchase additional senior secured loans, until the ratios again exceed the minimum required levels or any senior notes are
repaid in full. This could result in an elimination, reduction or deferral in the distribution and/or principal paid to the holders of the CLO
investments, which would adversely impact our returns.
Investments in foreign securities may involve significant risks in addition to the risks inherent in U.S. investments.
Our CLO investment strategy allows investments in foreign CLOs. Investing in foreign entities may expose us to additional risks not typically
associated with investing in U.S. issuers. These risks include changes in exchange control regulations, political and social instability,
expropriation, imposition of foreign taxes, less liquid markets and less available information than is generally the case in the United States,
higher transaction costs, less government supervision of exchanges, brokers and issuers, less developed bankruptcy laws, difficulty in enforcing
contractual obligations, lack of uniform accounting and auditing standards and greater price volatility. Further, we, and the CLOs in which we
invest, may have difficulty enforcing creditor's rights in foreign jurisdictions. In addition, the underlying companies of the CLOs in which we
invest may be foreign, which may create greater exposure for us to foreign economic developments.
39
The payment of underlying portfolio manager fees and other charges on CLO investments could adversely impact our returns.
We may invest in CLO investments where the underlying portfolio securities may be subject to management, administration and incentive or
performance fees, in addition to those payable by us. Payment of such additional fees could adversely impact the returns we achieve.
The inability of a CLO collateral manager to reinvest the proceeds of the prepayment of senior secured loans may adversely affect us.
There can be no assurance that for any CLO investment, in the event that any of the senior secured loans of a CLO underlying such investment
are prepaid, the CLO collateral manager will be able to reinvest such proceeds in new senior secured loans with equivalent investment returns. If
the CLO collateral manager cannot reinvest in new senior secured loans with equivalent investment returns, the interest proceeds available to pay
interest on the rated liabilities and investments may be adversely affected.
Our CLO investments are subject to prepayments and calls, increasing re-investment risk.
Our CLO investments and/or the underlying senior secured loans may prepay more quickly than expected, which could have an adverse impact
on our value. Prepayment rates are influenced by changes in interest rates and a variety of economic, geographic and other factors beyond our
control and consequently cannot be predicted with certainty. In addition, for a CLO collateral manager there is often a strong incentive to
refinance well performing portfolios once the senior tranches amortize. The yield to maturity of the investments will depend on the amount and
timing of payments of principal on the loans and the price paid for the investments. Such yield may be adversely affected by a higher or lower
than anticipated rate of prepayments of the debt.
Furthermore, our CLO investments generally do not contain optional call provisions, other than a call at the option of the holders of the equity
tranches for the senior notes and the junior secured notes to be paid in full after the expiration of an initial period in the deal (referred to as the
"non-call period").
The exercise of the call option is by the relevant percentage (usually a majority) of the holders of the equity tranches and, therefore, where we do
not hold the relevant percentage we will not be able to control the timing of the exercise of the call option. The equity tranches also generally
have a call at any time based on certain tax event triggers. In any event, the call can only be exercised by the holders of equity tranches if they
can demonstrate (in accordance with the detailed provisions in the transaction) that the senior notes and junior secured notes will be paid in full
if the call is exercised.
Early prepayments and/or the exercise of a call option otherwise than at our request may also give rise to increased re-investment risk with
respect to certain investments, as we may realize excess cash earlier than expected. If we are unable to reinvest such cash in a new investment
with an expected rate of return at least equal to that of the investment repaid, this may reduce our net income and, consequently, could have an
adverse impact on our ability to pay dividends.
We have limited control of the administration and amendment of senior secured loans owned by the CLOs in which we invest.
We are not be able to directly enforce any rights and remedies in the event of a default of a senior secured loan held by a CLO vehicle. In
addition, the terms and conditions of the senior secured loans underlying our CLO investments may be amended, modified or waived only by the
agreement of the underlying lenders. Generally, any such agreement must include a majority or a super majority (measured by outstanding loans
or commitments) or, in certain circumstances, a unanimous vote of the lenders. Consequently, the terms and conditions of the payment
obligations arising from senior secured loans could be modified, amended or waived in a manner contrary to our preferences.
We have limited control of the administration and amendment of any CLO in which we invest.
The terms and conditions of target securities may be amended, modified or waived only by the agreement of the underlying security holders.
Generally, any such agreement must include a majority or a super majority (measured by outstanding amounts) or, in certain circumstances, a
unanimous vote of the security holders. Consequently, the terms and conditions of the payment obligation arising from the CLOs in which we
invest be modified, amended or waived in a manner contrary to our preferences.
Senior secured loans of CLOs may be sold and replaced resulting in a loss to us.
The senior secured loans underlying our CLO investments may be sold and replacement collateral purchased within the parameters set out in the
relevant CLO indenture between the CLO and the CLO trustee and those parameters may typically only be amended, modified or waived by the
agreement of a majority of the holders of the senior notes and/or the junior secured notes and/or the equity tranche once the CLO has been
established. If these transactions result in a net loss, the magnitude of the loss from the perspective of the equity tranche would be increased by
the leveraged nature of the investment.
40
Our financial results may be affected adversely if one or more of our significant equity or junior debt investments in a CLO vehicle defaults
on its payment obligations or fails to perform as we expect.
We expect that a majority of our portfolio will consist of equity and junior debt investments in CLOs, which involve a number of significant
risks. CLOs are typically highly levered up to approximately 10 times, and therefore the junior debt and equity tranches that we will invest in are
subject to a higher risk of total loss. In particular, investors in CLOs indirectly bear risks of the underlying debt investments held by such CLOs.
We will generally have the right to receive payments only from the CLOs, and will generally not have direct rights against the underlying
borrowers or the entities that sponsored the CLOs. Although it is difficult to predict whether the prices of indices and securities underlying CLOs
will rise or fall, these prices, and, therefore, the prices of the CLOs will be influenced by the same types of political and economic events that
affect issuers of securities and capital markets generally.
The investments we make in CLOs are thinly traded or have only a limited trading market. CLO investments are typically privately offered and
sold, in the primary and secondary markets. As a result, investments in CLOs may be characterized as illiquid securities. In addition to the
general risks associated with investing in debt securities, CLOs carry additional risks, including, but not limited to: (i) the possibility that
distributions from the underlying senior secured loans will not be adequate to make interest or other payments; (ii) the quality of the underlying
senior secured loans may decline in value or default; and (iii) the complex structure of the security may not be fully understood at the time of
investment and may produce disputes with the CLO or unexpected investment results. Further, our investments in equity and junior debt tranches
of CLOs are subordinate to the senior debt tranches thereof.
Investments in structured vehicles, including equity and junior debt instruments issued by CLOs, involve risks, including credit risk and market
risk. Changes in interest rates and credit quality may cause significant price fluctuations. Additionally, changes in the underlying senior secured
loans held by a CLO may cause payments on the instruments we hold to be reduced, either temporarily or permanently. Structured investments,
particularly the subordinated interests in which we invest, are less liquid than many other types of securities and may be more volatile than the
senior secured loans underlying the CLOs in which we invest.
Non-investment grade debt involves a greater risk of default and higher price volatility than investment grade debt.
The senior secured loans underlying our CLO investments typically are BB or B rated (non-investment grade) and in limited circumstances,
unrated, senior secured loans. Non-investment grade securities are predominantly speculative with respect to the issuer's capacity to pay interest
and repay principal when due and therefore involve a greater risk of default and higher price volatility than investment grade debt.
We will have no influence on management of underlying investments managed by non-affiliated third party CLO collateral managers.
We are not responsible for and have no influence over the asset management of the portfolios underlying the CLO investments we hold as those
portfolios are managed by non-affiliated third party CLO collateral managers. Similarly, we are not responsible for and have no influence over
the day-to-day management, administration or any other aspect of the issuers of the individual securities. As a result, the values of the portfolios
underlying our CLO investments could decrease as a result of decisions made by third party CLO collateral managers.
The Volcker Rule may impact how we operate our business.
Section 13 of the Bank Holding Company Act of 1956, as amended, often referred to as the "Volcker Rule," is expected to impose significant
restrictions on banking entities' ability to sponsor or invest in hedge funds, private equity funds or commodity pools, collectively referred to as
covered funds. Certain CLOs will be considered covered funds under the Volcker Rule and banking entities' investments in such CLOs may be
considered ownership interests that are prohibited. The rules are highly complex, and many aspects of the implementation of the Volcker Rule
remain unclear. We are in the process of assessing the impact of the Volcker Rule on our investments, CLOs and on our industry. The Volcker
Rule may have a material adverse effect on our ability to invest in bank-sponsored CLOs in the future and therefore may adversely affect our
share price.
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Risks affecting investments in real estate.
We make investments in commercial and multi-family residential real estate through our three wholly-owned real estate investment trusts
("REITs"), American Property REIT Corp., National Property REIT Corp. and United Property REIT Corp. (collectively, "our REITs"). A
number of factors may prevent each of our REIT's properties and assets from generating sufficient net cash flow or may adversely affect their
value, or both, resulting in less cash available for distribution, or a loss, to us. These factors include:
• national economic conditions;
•
regional and local economic conditions (which may be adversely impacted by plant closings, business layoffs, industry slow-downs,
weather conditions, natural disasters, and other factors);
•
local real estate conditions (such as over-supply of or insufficient demand for office space);
•
changing demographics;
• perceptions by prospective tenants of the convenience, services, safety, and attractiveness of a property;
•
the ability of property managers to provide capable management and adequate maintenance;
•
the quality of a property's construction and design;
•
increases in costs of maintenance, insurance, and operations (including energy costs and real estate taxes);
•
changes in applicable laws or regulations (including tax laws, zoning laws, or building codes);
• potential environmental and other legal liabilities;
•
the level of financing used by our REITs in respect of their properties, increases in interest rate levels on such financings and the risk
that one of our REITs will default on such financings, each of which increases the risk of loss to us;
•
the availability and cost of refinancing;
•
the ability to find suitable tenants for a property and to replace any departing tenants with new tenants;
• potential instability, default or bankruptcy of tenants in the properties owned by our REITs;
• potential limited number of prospective buyers interested in purchasing a property that one of our REITs wishes to sell; and
•
the relative illiquidity of real estate investments in general, which may make it difficult to sell a property at an attractive price or within
a reasonable time frame.
Risks Relating to Our Securities
Our credit ratings may not reflect all risks of an investment in our debt securities.
Our credit ratings are an assessment by third parties of our ability to pay our obligations. Consequently, real or anticipated changes in our credit
ratings will generally affect the market value of our debt securities. Our credit ratings, however, may not reflect the potential impact of risks
related to market conditions generally or other factors discussed above on the market value of or trading market for the publicly issued debt
securities.
Senior securities, including debt, expose us to additional risks, including the typical risks associated with leverage and could adversely affect
our business, financial condition and results of operations.
We currently use our revolving credit facility to leverage our portfolio and we expect in the future to borrow from and issue senior debt
securities to banks and other lenders and may securitize certain of our portfolio investments. We also have the Senior Notes outstanding, which
are a form of leverage and are senior in payment rights to our common stock.
With certain limited exceptions, as a BDC, we are only allowed to borrow amounts or otherwise issue senior securities such that our asset
coverage, as defined in the 1940 Act, is at least 200% after such borrowing or other issuance. The amount of leverage that we employ will
depend on the Investment Adviser's and our Board of Directors' assessment of market conditions and other
42
factors at the time of any proposed borrowing. There is no assurance that a leveraging strategy will be successful. Leverage involves risks and
special considerations for stockholders, any of which could adversely affect our business, financial condition and results of operations, including
the following:
• A likelihood of greater volatility in the net asset value and market price of our common stock;
• Diminished operating flexibility as a result of asset coverage or investment portfolio composition requirements required by lenders or
investors that are more stringent than those imposed by the 1940 Act;
• The possibility that investments will have to be liquidated at less than full value or at inopportune times to comply with debt covenants
or to pay interest or dividends on the leverage;
•
Increased operating expenses due to the cost of leverage, including issuance and servicing costs;
• Convertible or exchangeable securities, such as the Senior Convertible Notes outstanding or those issued in the future may have rights,
preferences and privileges more favorable than those of our common stock;
• Subordination to lenders' superior claims on our assets as a result of which lenders will be able to receive proceeds available in the case
of our liquidation before any proceeds will be distributed to our stockholders;
• Making it more difficult for us to meet our payment and other obligations under the Senior Notes and our other outstanding debt;
• The occurrence of an event of default if we fail to comply with the financial and/or other restrictive covenants contained in our debt
agreements, including the credit agreement and each indenture governing the Senior Notes, which event of default could result in all or
some of our debt becoming immediately due and payable;
• Reduced availability of our cash flow to fund investments, acquisitions and other general corporate purposes, and limiting our ability to
obtain additional financing for these purposes;
• The risk of increased sensitivity to interest rate increases on our indebtedness with variable interest rates, including borrowings under
our amended senior credit facility; and
• Reduced flexibility in planning for, or reacting to, and increasing our vulnerability to, changes in our business, the industry in which we
operate and the general economy.
For example, the amount we may borrow under our revolving credit facility is determined, in part, by the fair value of our investments. If the fair
value of our investments declines, we may be forced to sell investments at a loss to maintain compliance with our borrowing limits. Other debt
facilities we may enter into in the future may contain similar provisions. Any such forced sales would reduce our net asset value and also make it
difficult for the net asset value to recover. The Investment Adviser and our Board of Directors in their best judgment nevertheless may determine
to use leverage if they expect that the benefits to our stockholders of maintaining the leveraged position will outweigh the risks.
In addition, our ability to meet our payment and other obligations of the Senior Notes and our credit facility depends on our ability to generate
significant cash flow in the future. This, to some extent, is subject to general economic, financial, competitive, legislative and regulatory factors
as well as other factors that are beyond our control. We cannot assure you that our business will generate cash flow from operations, or that
future borrowings will be available to us under our existing credit facility or otherwise, in an amount sufficient to enable us to meet our payment
obligations under the Senior Notes and our other debt and to fund other liquidity needs. If we are not able to generate sufficient cash flow to
service our debt obligations, we may need to refinance or restructure our debt, including the Senior Notes, sell assets, reduce or delay capital
investments, or seek to raise additional capital. If we are unable to implement one or more of these alternatives, we may not be able to meet our
payment obligations under the Senior Notes and our other debt.
Illustration. The following table illustrates the effect of leverage on returns from an investment in our common stock assuming various annual
returns, net of interest expense. The calculations in the table below are hypothetical and actual returns may be higher or lower than those
appearing below. The calculation assumes (i) $6.5 billion in total assets, (ii) an average cost of funds of 5.41%, (iii) $2.8 billion in debt
outstanding and (iv) $3.7 billion of shareholders' equity.
Assumed Return on Our Portfolio (net of expenses)
Corresponding Return to Stockholder
(10 )%
(21.7 )%
(5 )%
(12.9 )%
0 %
(4.1 )%
5 %
4.7 %
10 %
13.5 %
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The assumed portfolio return is required by regulation of the SEC and is not a prediction of, and does not represent, our projected or actual
performance. Actual returns may be greater or less than those appearing in the table.
The Senior Convertible Notes and the Senior Unsecured Notes present other risks to holders of our common stock, including the possibility
that such Notes could discourage an acquisition of us by a third party and accounting uncertainty.
Certain provisions of the Senior Convertible Notes and the Senior Unsecured Notes could make it more difficult or more expensive for a third
party to acquire us. Upon the occurrence of certain transactions constituting a fundamental change, holders of the Senior Convertible Notes and
the Senior Unsecured Notes will have the right, at their option, to require us to repurchase all of their Senior Convertible Notes and the Senior
Unsecured Notes or any portion of the principal amount of such Senior Convertible Notes and the Senior Unsecured Notes in integral multiples
of $1,000, in the case of the Senior Convertible Notes, the 2023 Notes and the 5.00% 2019 Notes, and $25, in the case of the 2022 Notes. We
may also be required to increase the conversion rate or provide for conversion into the acquirer's capital stock in the event of certain fundamental
changes with respect to the Senior Convertible Notes. These provisions could discourage an acquisition of us by a third party.
The accounting for convertible debt securities is subject to frequent scrutiny by the accounting regulatory bodies and is subject to change. We
cannot predict if or when any such change could be made and any such change could have an adverse impact on our reported or future financial
results. Any such impacts could adversely affect the market price of our common stock.
We may in the future determine to fund a portion of our investments with preferred stock, which would magnify the potential for gain or loss
and the risks of investing in us in the same way as our borrowings.
Preferred stock, which is another form of leverage, has the same risks to our common stockholders as borrowings because the dividends on any
preferred stock we issue must be cumulative. Payment of such dividends and repayment of the liquidation preference of such preferred stock
must take preference over any dividends or other payments to our common stockholders, and preferred stockholders are not subject to any of our
expenses or losses and are not entitled to participate in any income or appreciation in excess of their stated preference.
Holders of any preferred stock we might issue would have the right to elect members of the board of directors and class voting rights on
certain matters.
Holders of any preferred stock we might issue, voting separately as a single class, would have the right to elect two members of the board of
directors at all times and in the event dividends become two full years in arrears would have the right to elect a majority of the directors until
such arrearage is completely eliminated. In addition, preferred stockholders have class voting rights on certain matters, including changes in
fundamental investment restrictions and conversion to open-end status, and accordingly can veto any such changes. Restrictions imposed on the
declarations and payment of dividends or other distributions to the holders of our common stock and preferred stock, both by the 1940 Act and
by requirements imposed by rating agencies or the terms of our credit facilities, might impair our ability to maintain our qualification as a RIC
for federal income tax purposes. While we would intend to redeem our preferred stock to the extent necessary to enable us to distribute our
income as required to maintain our qualification as a RIC, there can be no assurance that such actions could be effected in time to meet the tax
requirements.
In addition to regulatory restrictions that restrict our ability to raise capital, our credit facility contains various covenants which, if not
complied with, could accelerate repayment under the facility, thereby materially and adversely affecting our liquidity, financial condition and
results of operations.
The agreement governing our credit facility requires us to comply with certain financial and operational covenants. These covenants include:
• Restrictions on the level of indebtedness that we are permitted to incur in relation to the value of our assets;
• Restrictions on our ability to incur liens; and
• Maintenance of a minimum level of stockholders' equity.
As of June 30, 2014 , we were in compliance with these covenants. However, our continued compliance with these covenants depends on many
factors, some of which are beyond our control. Accordingly, there are no assurances that we will continue to comply with the covenants in our
credit facility. Failure to comply with these covenants would result in a default under this facility which, if we were unable to obtain a waiver
from the lenders thereunder, could result in an acceleration of repayments under the facility and thereby have a material adverse impact on our
business, financial condition and results of operations.
44
Failure to extend our existing credit facility, the revolving period of which is currently scheduled to expire on March 27, 2015, could have a
material adverse effect on our results of operations and financial position and our ability to pay expenses and make distributions.
The revolving period for our credit facility with a syndicate of lenders is currently scheduled to terminate on March 27, 2015, with an additional
two year amortization period (with distributions allowed) after the completion of the revolving period. During such two year amortization
period, all principal payments on the pledged assets will be applied to reduce the balance. At the end of the two year amortization period, the
remaining balance will become due if required by the lenders. If the credit facility is not renewed or extended by the participant banks by
March 27, 2015, we will not be able to make further borrowings under the facility after such date and the outstanding principal balance on that
date will be due and payable on March 27, 2017. As of June 30, 2014 , we had $92.0 million of outstanding borrowings under our credit facility.
Interest on borrowings under the credit facility is one-month LIBOR plus 275 basis points with no minimum LIBOR floor. Additionally, the
lenders charge a fee on the unused portion of the credit facility equal to either 50 basis points if at least half of the credit facility is drawn or 100
basis points otherwise. The credit facility requires us to pledge assets as collateral in order to borrow under the credit facility. If we are unable to
extend our facility or find a new source of borrowing on acceptable terms, we will be required to pay down the amounts outstanding under the
facility during the two-year term-out period through one or more of the following: (1) principal collections on our securities pledged under the
facility, (2) at our option, interest collections on our securities pledged under the facility and cash collections on our securities not pledged under
the facility, or (3) possible liquidation of some or all of our loans and other assets, any of which could have a material adverse effect on our
results of operations and financial position and may force us to decrease or stop paying certain expenses and making distributions until the
facility is repaid. In addition, our stock price could decline significantly, we would be restricted in our ability to acquire new investments and, in
connection with our year-end audit, our independent registered accounting firm could raise an issue as to our ability to continue as a going
concern.
Failure to refinance our existing Senior Notes could have a material adverse effect on our results of operations and financial position.
Our Senior Notes mature at various dates from December 15, 2015 to October 15, 2043 . If we are unable to refinance our Senior Notes or find a
new source of borrowing on acceptable terms, we will be required to pay down the amounts outstanding at maturity under the facility during the
two-year term-out period through one or more of the following: (1) borrowing additional funds under our then current credit facility, (2) issuance
of additional common stock or (3) possible liquidation of some or all of our loans and other assets, any of which could have a material adverse
effect on our results of operations and financial position. In addition, our stock price could decline significantly; we would be restricted in our
ability to acquire new investments and, in connection with our year-end audit, our independent registered accounting firm could raise an issue as
to our ability to continue as a going concern.
The trading market or market value of our publicly issued debt securities may fluctuate.
Our publicly issued debt securities may or may not have an established trading market. We cannot assure our noteholders that a trading market
for our publicly issued debt securities will ever develop or be maintained if developed. In addition to our creditworthiness, many factors may
materially adversely affect the trading market for, and market value of, our publicly issued debt securities. These factors include, but are not
limited to, the following:
•
the time remaining to the maturity of these debt securities;
•
the outstanding principal amount of debt securities with terms identical to these debt securities;
•
the ratings assigned by national statistical ratings agencies;
•
the general economic environment;
•
the supply of debt securities trading in the secondary market, if any;
•
the redemption or repayment features, if any, of these debt securities;
•
the level, direction and volatility of market interest rates generally; and
• market rates of interest higher or lower than rates borne by the debt securities.
Our noteholders should also be aware that there may be a limited number of buyers when they decide to sell their debt securities. This too may
materially adversely affect the market value of the debt securities or the trading market for the debt securities.
45
Terms relating to redemption may materially adversely affect our noteholders return on any debt securities that we may issue.
If our noteholders' debt securities are redeemable at our option, we may choose to redeem their debt securities at times when prevailing interest
rates are lower than the interest rate paid on their debt securities. In addition, if our noteholders' debt securities are subject to mandatory
redemption, we may be required to redeem their debt securities also at times when prevailing interest rates are lower than the interest rate paid on
their debt securities. In this circumstance, our noteholders may not be able to reinvest the redemption proceeds in a comparable security at an
effective interest rate as high as their debt securities being redeemed.
Our shares of common stock have traded at a discount from net asset value and may do so again in the future, which could limit our ability
to raise additional equity capital.
Shares of closed-end investment companies frequently trade at a market price that is less than the net asset value that is attributable to those
shares. This characteristic of closed-end investment companies is separate and distinct from the risk that our net asset value per share may
decline. It is not possible to predict whether any shares of our common stock will trade at, above, or below net asset value. In the past, the stocks
of BDCs as an industry, including at times shares of our common stock, traded below net asset value as a result of concerns over liquidity,
leverage restrictions and distribution requirements. When our common stock is trading below its net asset value per share, we will generally not
be able to issue additional shares of our common stock at its market price without first obtaining approval for such issuance from our
stockholders and our independent directors. At our 2013 annual meeting of stockholders held on December 6, 2013 , our stockholders approved
our ability, subject to the condition that the maximum number of shares salable below net asset value pursuant to this authority in any particular
offering that could result in such dilution is limited to 25% of our then outstanding common stock immediately prior to each such offering, to
sell shares of our common stock at any level of discount from net asset value per share during the 12 month period following December 6, 2013 .
There is a risk that investors in our common stock may not receive dividends or that our dividends may not grow over time and investors in
our debt securities may not receive all of the interest income to which they are entitled.
We intend to make distributions on a quarterly basis to our stockholders out of assets legally available for distribution. We cannot assure you that
we will achieve investment results that will allow us to make a specified level of cash distributions or year-to-year increases in cash distributions.
If we declare a dividend and if more stockholders opt to receive cash distributions rather than participate in our dividend reinvestment plan, we
may be forced to sell some of our investments in order to make cash dividend payments.
In addition, due to the asset coverage test applicable to us as a BDC, we may be limited in our ability to make distributions. Further, if we invest
a greater amount of assets in equity securities that do not pay current dividends, it could reduce the amount available for distribution.
The above-referenced restrictions on distributions may also inhibit our ability to make required interest payments to holders of our debt, which
may cause a default under the terms of our debt agreements. Such a default could materially increase our cost of raising capital, as well as cause
us to incur penalties under the terms of our debt agreements.
Investing in our securities may involve a high degree of risk and is highly speculative.
The investments we make in accordance with our investment objective may result in a higher amount of risk than alternative investment options
and volatility or loss of principal. Our investments in portfolio companies may be speculative and aggressive, and therefore, an investment in our
shares may not be suitable for someone with low risk tolerance.
Our stockholders will experience dilution in their ownership percentage if they opt out of our dividend reinvestment plan.
All dividends declared in cash payable to stockholders that are participants in our dividend reinvestment plan are automatically reinvested in
shares of our common stock. As a result, our stockholders that opt out of our dividend reinvestment plan will experience dilution in their
ownership percentage of our common stock over time.
Sales of substantial amounts of our common stock in the public market may have an adverse effect on the market price of our common stock.
Sales of substantial amounts of our common stock, or the availability of such common stock for sale (including as a result of the conversion of
our Senior Convertible Notes into common stock), could adversely affect the prevailing market prices for our common stock. If this occurs and
continues, it could impair our ability to raise additional capital through the sale of securities should we desire to do so.
46
If we sell shares of our common stock or securities to subscribe for or are convertible into shares of our common stock at a discount to our
net asset value per share, stockholders who do not participate in such sale will experience immediate dilution in an amount that may be
material.
At our 2013 annual meeting of stockholders held on December 6, 2013 , our stockholders approved our ability, subject to the condition that the
maximum number of shares salable below net asset value pursuant to this authority in any particular offering that could result in such dilution is
limited to 25% of our then outstanding common stock immediately prior to each such offering, to sell shares of our common stock at any level of
discount from net asset value per share during the 12 month period following December 6, 2013 . The issuance or sale by us of shares of our
common stock or securities to subscribe for or are convertible into shares of our common stock at a discount to net asset value poses a risk of
dilution to our stockholders. In particular, stockholders who do not purchase additional shares of common stock at or below the discounted price
in proportion to their current ownership will experience an immediate decrease in net asset value per share (as well as in the aggregate net asset
value of their shares of common stock if they do not participate at all). These stockholders will also experience a disproportionately greater
decrease in their participation in our earnings and assets and their voting power than the increase we experience in our assets, potential earning
power and voting interests from such issuance or sale. In addition, such sales may adversely affect the price at which our common stock trades.
We have sold shares of our common stock at prices below net asset value per share in the past and may do so to the future. We have not sold any
shares of our common stock at prices below net asset value per share since July 18, 2011.
Our ability to enter into transactions with our affiliates is restricted.
We are prohibited under the 1940 Act from knowingly participating in certain transactions with our affiliates without the prior approval of our
independent directors. Any person that owns, directly or indirectly, 5% or more of our outstanding voting securities is our affiliate for purposes
of the 1940 Act and we are generally prohibited from buying or selling any security or other property from or to such affiliate, absent the prior
approval of our independent directors. The 1940 Act also prohibits "joint" transactions with an affiliate, which could include investments in the
same portfolio company (whether at the same or different times), without prior approval of our independent directors. Subject to certain limited
exceptions, we are prohibited from buying or selling any security or other property from or to the Investment Adviser and its affiliates and
persons with whom we are in a control relationship, or entering into joint transactions with any such person, absent the prior approval of the
SEC.
On February 10, 2014, we received an exemptive order from the SEC (the "Order") that gave us the ability to negotiate terms other than price
and quantity of co-investment transactions with other funds managed by the Investment Adviser or certain affiliates, including Priority Senior
Secured Income Fund, Inc. and Pathway Energy Infrastructure Fund, Inc., subject to the conditions included therein. In certain situations where
co-investment with one or more funds managed by the Investment Adviser or its affiliates is not covered by the Order, such as when there is an
opportunity to invest in different securities of the same issuer, the personnel of the Investment Adviser or its affiliates will need to decide which
fund will proceed with the investment. Such personnel will make these determinations based on policies and procedures, which are designed to
reasonably ensure that investment opportunities are allocated fairly and equitably among affiliated funds over time and in a manner that is
consistent with applicable laws, rules and regulations. Moreover, except in certain circumstances, when relying on the Order, we will be unable
to invest in any issuer in which one or more funds managed by the Investment Adviser or its affiliates has previously invested.
The market price of our securities may fluctuate significantly.
The market price and liquidity of the market for our securities may be significantly affected by numerous factors, some of which are beyond our
control and may not be directly related to our operating performance. These factors include:
•
significant volatility in the market price and trading volume of securities of business development companies or other companies in the
energy industry, which are not necessarily related to the operating performance of these companies;
• price and volume fluctuations in the overall stock market from time to time;
•
changes in regulatory policies or tax guidelines, particularly with respect to RICs or business development companies;
•
loss of RIC qualification;
•
changes in earnings or variations in operating results;
•
changes in the value of our portfolio of investments;
•
any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities analysts;
• departure of one or more of Prospect Capital Management's key personnel;
47
• operating performance of companies comparable to us;
•
short-selling pressure with respect to shares of our common stock or BDCs generally;
•
future sales of our securities convertible into or exchangeable or exercisable for our common stock or the conversion of such securities,
including the Senior Convertible Notes;
• uncertainty surrounding the strength of the U.S. economic recovery;
•
concerns regarding European sovereign debt;
•
changes in prevailing interest rates;
•
litigation matters;
• general economic trends and other external factors; and
•
loss of a major funding source.
In the past, following periods of volatility in the market price of a company's securities, securities class action litigation has, from time to
time, been brought against that company.
If our stock price fluctuates significantly, we may be the target of securities litigation in the future. Securities litigation could result in substantial
costs and divert management's attention and resources from our business.
There is a risk that you may not receive distributions or that our distributions may not grow over time.
We have made and intend to continue to make distributions on a monthly basis to our stockholders out of assets legally available for distribution.
We cannot assure you that we will achieve investment results or maintain a tax status that will allow or require any specified level of cash
distributions or year-to-year increases in cash distributions. In addition, due to the asset coverage test applicable to us as a business development
company, we may be limited in our ability to make distributions.
Provisions of the Maryland General Corporation Law and of our charter and bylaws could deter takeover attempts and have an adverse
impact on the price of our common stock.
Our charter and bylaws and the Maryland General Corporation Law contain provisions that may have the effect of delaying, deferring or
preventing a transaction or a change in control that might involve a premium price for our stockholders or otherwise be in their best interest.
These provisions may prevent stockholders from being able to sell shares of our common stock at a premium over the current of prevailing
market prices.
Our charter provides for the classification of our Board of Directors into three classes of directors, serving staggered three-year terms, which
may render a change of control or removal of our incumbent management more difficult. Furthermore, any and all vacancies on our Board of
Directors will be filled generally only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do
not constitute a quorum, and any director elected to fill a vacancy will serve for the remainder of the full term until a successor is elected and
qualifies.
Our Board of Directors is authorized to create and issue new series of shares, to classify or reclassify any unissued shares of stock into one or
more classes or series, including preferred stock and, without stockholder approval, to amend our charter to increase or decrease the number of
shares of common stock that we have authority to issue, which could have the effect of diluting a stockholder's ownership interest. Prior to the
issuance of shares of common stock of each class or series, including any reclassified series, our Board of Directors is required by our governing
documents to set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions,
qualifications and terms or conditions of redemption for each class or series of shares of stock.
48
Our charter and bylaws also provide that our Board of Directors has the exclusive power to adopt, alter or repeal any provision of our bylaws,
and to make new bylaws. The Maryland General Corporation Law also contains certain provisions that may limit the ability of a third party to
acquire control of us, such as:
• The Maryland Business Combination Act, which, subject to certain limitations, prohibits certain business combinations between us and
an "interested stockholder" (defined generally as any person who beneficially owns 10% or more of the voting power of the common
stock or an affiliate thereof) for five years after the most recent date on which the stockholder becomes an interested stockholder and,
thereafter, imposes special minimum price provisions and special stockholder voting requirements on these combinations.
• The Maryland Control Share Acquisition Act, which provides that "control shares" of a Maryland corporation (defined as shares of
common stock which, when aggregated with other shares of common stock controlled by the stockholder, entitles the stockholder to
exercise one of three increasing ranges of voting power in electing directors, as described more fully below) acquired in a "control share
acquisition" (defined as the direct or indirect acquisition of ownership or control of "control shares") have no voting rights except to the
extent approved by stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding
all interested shares of common stock.
The provisions of the Maryland Business Combination Act will not apply, however, if our Board of Directors adopts a resolution that any
business combination between us and any other person will be exempt from the provisions of the Maryland Business Combination Act. Our
Board of Directors has adopted a resolution that any business combination between us and any other person is exempted from the provisions of
the Maryland Business Combination Act, provided that the business combination is first approved by the Board of Directors, including a
majority of the directors who are not interested persons as defined in the 1940 Act. There can be no assurance that this resolution will not be
altered or repealed in whole or in part at any time. If the resolution is altered or repealed, the provisions of the Maryland Business Combination
Act may discourage others from trying to acquire control of us.
As permitted by Maryland law, our bylaws contain a provision exempting from the Maryland Control Share Acquisition Act any and all
acquisitions by any person of our common stock. Although our bylaws include such a provision, such a provision may also be amended or
eliminated by our Board of Directors at any time in the future, provided that we will notify the Division of Investment Management at the SEC
prior to amending or eliminating this provision. However, as noted above, the SEC has recently taken the position that the Maryland Control
Share Acquisition Act is inconsistent with the 1940 Act and may not be invoked by a BDC. It is the view of the staff of the SEC that opting into
the Maryland Control Share Acquisition Act would be acting in a manner inconsistent with section 18(i) of the 1940 Act.
Your interest in us may be diluted if you do not fully exercise your subscription rights in any rights offering. In addition, if the subscription
price is less than our net asset value per share, then you will experience an immediate dilution of the aggregate net asset value of your
shares.
In the event we issue subscription rights, stockholders who do not fully exercise their subscription rights should expect that they will, at the
completion of a rights offering pursuant to this prospectus, own a smaller proportional interest in us than would otherwise be the case if they
fully exercised their rights. We cannot state precisely the amount of any such dilution in share ownership because we do not know at this time
what proportion of the shares will be purchased as a result of such rights offering.
In addition, if the subscription price is less than the net asset value per share of our common stock, then our stockholders would experience an
immediate dilution of the aggregate net asset value of their shares as a result of the offering. The amount of any decrease in net asset value is not
predictable because it is not known at this time what the subscription price and net asset value per share will be on the expiration date of a rights
offering or what proportion of the shares will be purchased as a result of such rights offering. Such dilution could be substantial.
We may in the future choose to pay dividends in our own stock, in which case our stockholders may be required to pay tax in excess of the
cash they receive.
We may distribute taxable dividends that are payable in part in our stock. The IRS has issued a private letter ruling on cash/stock dividends paid
by us if certain requirements are satisfied, and the ruling permits us to declare such taxable cash/stock dividends, up to 80% in stock, with
respect to our taxable years ending August 31, 2014 and August 31, 2015. Taxable stockholders receiving such dividends would be required to
include the full amount of the dividend as ordinary income (or as long-term capital gain to the extent such distribution is properly designated as a
capital gain dividend) to the extent of our current and accumulated earnings and profits for United States federal income tax purposes. As a
result, a U.S. Stockholder (as defined in "Material U.S. Federal Income Tax Considerations") may be required to pay tax with respect to such
dividends in excess of any cash received. If a U.S. Stockholder sells the stock it receives as a dividend in order to pay this tax, it may be subject
to transaction fees (e.g. broker fees
49
or transfer agent fees) and the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the
market price of its stock at the time of the sale. Furthermore, with respect to Non-U.S. Stockholders (as defined in "Material U.S. Federal
Income Tax Considerations"), we may be required to withhold U.S. tax with respect to such dividends, including in respect of all or a portion of
such dividend that is payable in stock. In addition, if a significant number of our stockholders determine to sell shares of our stock in order to
pay taxes owed on dividends, it may put downward pressure on the trading price of our stock. It is unclear whether and to what extent we will be
able to pay dividends in cash and our stock.
Item 1B. Unresolved Staff Comments
Not applicable.
Item 2. Properties
We do not own any real estate or other physical properties materially important to our operation. Our principal executive offices are located at 10
East 40th Street, New York, New York 10016, where we occupy our office space pursuant to our Administration Agreement with Prospect
Administration. The office facilities, which are shared with the Investment Adviser and Administrator, consist of approximately 30,216 square
feet, with various leases expiring up to and through 2023. We believe that our office facilities are suitable and adequate for our business as
currently conducted.
Item 3. Legal Proceedings
From time to time, we may become involved in various investigations, claims and legal proceedings that arise in the ordinary course of our
business. These matters may relate to intellectual property, employment, tax, regulation, contract or other matters. The resolution of such of
these matters as may arise will be subject to various uncertainties and, even if such claims are without merit, could result in the expenditure of
significant financial and managerial resources. We are not aware of any such litigation as of June 30, 2014 .
Item 4. Mine Safety Disclosures
Not applicable.
50
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock is traded on the NASDAQ Global Select Market under the symbol "PSEC."
The following table sets forth, for the quarterly reporting periods indicated, the net asset value per share of our common stock and the high and
low sales prices for our common stock, as reported on the NASDAQ Global Select Market. Our common stock historically has traded at prices
both above and below its net asset value. There can be no assurance, however, that such premium or discount, as applicable, to net asset value
will be maintained. See also ‘‘Item 1A. Risk Factors’’ in Part I of this report for additional information about the risks and uncertainties we face.
Year Ended
June 30, 2013
First quarter
Second quarter
Third quarter
Fourth quarter
June 30, 2014
First quarter
Second quarter
Third quarter
Fourth quarter
Net Asset
Value Per
Share(1)
Sales Price
High
Low
Premium (Discount) of
High Sales Price to Net
Asset Value
Premium (Discount) of
Low Sales Price to Net
Asset Value
$
$
10.88 $
10.81
10.71
10.72
10.72 $
10.73
10.68
10.56
12.21 $
11.98
11.49
11.11
11.61 $
11.48
11.39
10.99
10.83
9.89
10.91
10.08
10.76
10.80
10.73
9.64
12.2 %
10.8 %
7.3 %
3.6 %
8.3 %
7.0 %
6.6 %
4.1 %
(0.5 %)
(8.5 %)
1.9 %
(6.0 %)
0.4 %
0.7 %
0.5 %
(8.7 %)
(1) Net asset value per share is determined as of the last day in the relevant quarter and therefore may not reflect the net asset value per share on the date of the
high and low sales prices. The net asset values shown are based on outstanding shares at the end of the relevant quarter.
As of August 22, 2014 , there were 127 shareholders of record of our common stock. This figure does not include a substantially greater number
of beneficial holders of our common stock, whose shares are held in the names of brokers, dealers and clearing agencies.
Distribution Policy
Through March 2010, we made quarterly distributions to our stockholders out of assets legally available for distribution. In June 2010, we
changed our distribution policy from a quarterly payment to a monthly payment. To the extent prudent and practicable, we currently intend to
continue making distributions on a monthly basis. Our ability to pay distributions could be affected by future business performance, liquidity,
capital needs, alternative investment opportunities and loan covenants. Our distributions, if any, will be determined by our Board of Directors.
Certain amounts of the monthly distributions may from time to time be paid out of our capital rather than from earnings for the quarter as a result
of our deliberate planning or by accounting reclassifications.
As a RIC, we generally are not subject to U.S. federal income tax on income and gains we distribute each taxable year to our stockholders,
provided that in such taxable year, we distribute an amount equal to at least 90% of our investment company taxable income (as defined by the
Code) to our stockholders. In addition, we will be subject to a 4% non-deductible U.S. federal excise tax on certain undistributed income unless
we distribute in a timely manner an amount at least equal to the sum of (i) 98% of our ordinary income recognized during the calendar year,
(ii) 98.2% of our capital gain net income, as defined by the Code, recognized for the one year period ending October 31 in that calendar year and
(iii) any income recognized, but not distributed, in preceding years.
We had no excise tax liability for the calendar year ended December 31, 2013. Through June 30, 2014, we have an accrued prepaid excise tax
balance of $2.2 million because we have made estimated excise tax payments in excess of our expected excise tax liability for the calendar year
ending December 31, 2014. Tax characteristics of all distributions will be reported to stockholders, as appropriate, on Form 1099-DIV after the
end of the calendar year.
51
In addition, although we currently intend to distribute realized net capital gains (which we define as net long-term capital gains in excess of
short-term capital losses), if any, at least annually out of the assets legally available for such distributions, we may decide in the future to retain
such capital gains for investment. In such event, the consequences of our retention of net capital gains are described under "Material U.S. Federal
Income Tax Considerations." We can offer no assurance that we will achieve results that will permit the payment of any cash distributions and, if
we issue senior securities, we may be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage ratios
stipulated by the 1940 Act or if distributions are limited by the terms of any of our borrowings.
During the years ended June 30, 2014 and 2013 , we distributed approximately $403.2 million and $271.5 million , respectively, to our
stockholders. The following table summarizes our distributions declared and payable for 2013 and 2014 :
Declaration Date
Record Date
Payment Date
Amount Per Share
Amount Distributed (in
thousands)
5/7/2012
5/7/2012
8/21/2012
8/21/2012
11/7/2012
12/7/2012
12/7/2012
2/7/2013
2/7/2013
2/7/2013
5/6/2013
5/6/2013
5/6/2013
5/6/2013
6/17/2013
6/17/2013
6/17/2013
6/17/2013
8/21/2013
8/21/2013
8/21/2013
11/4/2013
11/4/2013
11/4/2013
7/31/2012
8/31/2012
9/28/2012
10/31/2012
11/30/2012
12/31/2012
1/31/2013
2/28/2013
3/29/2013
4/30/2013
5/31/2013
6/28/2013
7/31/2013
8/30/2013
9/30/2013
10/31/2013
11/29/2013
12/31/2013
1/31/2014
2/28/2014
3/31/2014
4/30/2014
5/30/2014
6/30/2014
8/24/2012 $
9/21/2012
10/24/2012
11/22/2012
12/20/2012
1/23/2013
2/20/2013
3/21/2013
4/18/2013
5/23/2013
6/20/2013
7/18/2013
0.101575 $
0.101600
0.101625
0.101650
0.101675
0.110000
0.110025
0.110050
0.110075
0.110100
0.110125
0.110150
Total declared and payable for 2013 $
8/22/2013 $
9/19/2013
10/24/2013
11/21/2013
12/19/2013
1/23/2014
2/20/2014
3/20/2014
4/17/2014
5/22/2014
6/19/2014
7/24/2014
0.110175 $
0.110200
0.110225
0.110250
0.110275
0.110300
0.110325
0.110350
0.110375
0.110400
0.110425
0.110450
Total declared and payable for 2014 $
16,886
16,897
17,597
17,736
21,308
23,669
24,641
25,307
26,267
26,620
27,280
27,299
271,507
28,001
28,759
29,915
31,224
32,189
33,229
34,239
35,508
36,810
37,649
37,822
37,843
403,188
Dividends and distributions to common stockholders are recorded on the ex-dividend date. As such, the table above includes distributions with
record dates during the years ended June 30, 2014 and 2013 . It does not include distributions previously declared to stockholders of record on
any future dates, as those amounts are not yet determinable.
52
Dividend Reinvestment Plan
We maintain an "opt out" dividend reinvestment plan for our common stockholders. As a result, if we declare a distribution (as discussed above),
stockholders’ cash distributions will be automatically reinvested in additional shares of our common stock, unless they specifically opt out of the
dividend reinvestment plan so as to receive cash distributions. Stockholders who receive distributions in the form of stock are subject to the same
U.S. federal, state and local tax consequences as are stockholders who elect to receive their distributions in cash. Stockholders are advised to
consult with their brokers or financial institutions, as appropriate, with respect to the administration of their dividends and related instructions.
See also "Dividend Reinvestment Plan" in Part I of this report for additional information.
We primarily use newly-issued shares to implement the plan, whether our shares are trading at a premium or at a discount to net asset value.
However, we reserve the right to purchase shares in the open market in connection with the implementation of the plan. Our Board of Directors
determines how the stock to be distributed as part of the plan is made available.
During the years ended June 30, 2014 and 2013 , we distributed 1,408,070 and 1,450,578 shares of our common stock, respectively, in
connection with the dividend reinvestment plan. All of the shares distributed were new issues. The following table summarizes the shares issued
through the reinvestment of dividends in 2013 and 2014 :
Record Date
Payment Date
Shares Issued
Value of Shares
(in thousands)
6/29/2012
7/31/2012
8/31/2012
9/28/2012
10/31/2012
11/30/2012
12/31/2012
1/31/2013
2/28/2013
3/29/2013
4/30/2013
5/31/2013
6/28/2013
7/31/2013
8/30/2013
9/30/2013
10/31/2013
11/29/2013
12/31/2013
1/31/2014
2/28/2014
3/31/2014
4/30/2014
5/30/2014
7/24/2012
8/24/2012
9/21/2012
10/24/2012
11/22/2012
12/20/2012
1/23/2013
2/20/2013
3/21/2013
4/18/2013
5/23/2013
6/20/2013
Total issued in 2013
7/18/2013
8/22/2013
9/19/2013
10/24/2013
11/21/2013
12/19/2013
1/23/2014
2/20/2014
3/20/2014
4/17/2014
5/22/2014
6/19/2014
Total issued in 2014
205,834 $
75,543
74,494
83,200
84,904
100,552
160,182
160,941
132,237
138,087
117,497
117,107
1,450,578 $
109,437 $
113,610
132,597
135,212
206,586
106,620
109,087
88,112
93,735
86,333
114,111
112,630
1,408,070 $
% of Distribution
16.1 %
5.1 %
5.2 %
5.6 %
5.1 %
5.2 %
7.7 %
7.4 %
5.8 %
5.5 %
4.8 %
4.5 %
2,287
866
878
981
904
1,111
1,820
1,820
1,470
1,444
1,277
1,229
16,087
1,208
1,246
1,540
1,548
2,343
1,208
1,237
995
1,011
938
1,132
1,168
15,574
4.4 %
4.4 %
5.4 %
5.2 %
7.5 %
3.8 %
3.7 %
2.9 %
2.8 %
2.5 %
3.0 %
3.1 %
Registered stockholders who opt out of the dividend reinvestment plan must notify the plan administrator prior to the payment date in order for
that distribution to be paid in cash. As such, the table above includes distributions with payment dates during the years ended June 30, 2014 and
2013 . It does not include distributions previously declared and recorded as payable to stockholders on any future dates, as those amounts are not
yet determinable.
53
Stock Performance Graph
The following graph sets forth the cumulative total shareholder return to our shareholders during the five-year period ended June 30, 2014 , as
well as the corresponding returns on an overall stock market index (S&P 500 Index) and our peer group index (S&P 500 Financials Select Sector
Index). The graph is based on historical stock prices and measures total shareholder return, which takes into account both changes in stock price
and dividends. The total return assumes that dividends were reinvested daily and is based on a $100 investment on June 30, 2009.
The graph and other information furnished under this Part II, Item 5 of this annual report on Form 10-K shall not be deemed to be "soliciting
material" or to be "filed" with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act. The stock
price performance included in the above graph is not necessarily indicative of future stock performance.
54
Item 6. Selected Financial Data
The following selected financial data should be read in conjunction with "Item 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations" and consolidated financial statements and notes thereto contained in "Item 8. Financial Statements and
Supplementary Data" of this report. All amounts are in thousands except per share data and number of portfolio companies at year end.
Summary of Operations
Total investment income
Total operating expenses
Net investment income
Net realized and unrealized (losses) gains
Net increase in net assets resulting from
operations
Per Share Data
Net investment income(1)
Net increase in net assets resulting from
operations(1)
Dividends to shareholders
Net asset value at end of year
Balance Sheet Data
Total assets
Total debt outstanding
Net assets
2014
2013
2012
2011
2010
Year Ended June 30,
$ 712,291
355,068
357,223
(38,203 )
$ 576,336
251,412
324,924
(104,068 )
$ 320,910
134,226
186,684
4,220
$ 169,476
75,255
94,221
24,017
$ 114,559
47,369
67,190
(47,565 )
319,020
220,856
190,904
118,238
19,625
$
1.19
$
1.57
$
1.63
$
1.10
$
1.13
1.06
(1.32 )
10.56
1.07
(1.28 )
10.72
1.67
(1.22 )
10.83
1.38
(1.21 )
10.36
0.33
(1.33 )
10.30
$ 6,477,269
2,773,051
3,618,182
$ 4,448,217
1,683,002
2,656,494
$ 2,255,254
664,138
1,511,974
$ 1,549,317
406,700
1,114,357
$ 832,695
100,300
711,424
Other Data
Investment purchases for the year(2)
$ 2,952,456
Investment sales and repayments for the year $ 787,069
Number of portfolio companies at year end
143
Total return based on market value(3)
10.9 %
Total return based on net asset value(3)
11.0 %
Weighted average yield on debt portfolio at
year end(4)
12.1 %
$ 3,103,217
$ 931,534
124
6.2 %
10.9 %
$ 1,120,659
$ 500,952
85
27.2 %
18.0 %
$ 953,337
$ 285,562
72
17.2 %
12.5 %
$ 364,788
$ 136,221
58
17.7 %
(6.8 %)
13.6 %
13.9 %
12.8 %
16.2 %
(1) Per share data is based on the weighted average number of common shares outstanding for the period presented (except for dividends to shareholders which
is based on actual rate per share).
(2) Investment purchases for the year ended June 30, 2010 includes $207,126 of portfolio investments acquired from Patriot Capital Funding, Inc.
(3) Total return based on market value is based on the change in market price per share between the opening and ending market prices per share in each period
and assumes that dividends are reinvested in accordance with our dividend reinvestment plan. Total return based on net asset value is based upon the change
in net asset value per share between the opening and ending net asset values per share in each period and assumes that dividends are reinvested in
accordance with our dividend reinvestment plan.
(4) Excludes equity investments and non-performing loans.
55
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
(All figures in this item are in thousands except share, per share and other data.)
The following discussion should be read in conjunction with our financial statements and related notes and other financial information appearing
elsewhere in this annual report. In addition to historical information, the following discussion and other parts of this annual report contain
forward-looking information that involves risks and uncertainties. Our actual results could differ materially from those anticipated by such
forward-looking information due to the factors discussed in Item 1A "Risk Factors" and "Forward-Looking Statements" appearing elsewhere
herein.
Overview
We are a financial services company that primarily lends to and invests in middle market privately-held companies. We are a closed-end
investment company incorporated in Maryland. We have elected to be regulated as a business development company ("BDC") under the
Investment Company Act of 1940 (the "1940 Act"). As a BDC, we have elected to be treated as a regulated investment company ("RIC"), under
Subchapter M of the Internal Revenue Code of 1986 (the "Internal Revenue Code" or the "Code"). We invest primarily in senior and
subordinated debt and equity of companies in need of capital for acquisitions, divestitures, growth, development, recapitalizations and other
purposes. We work with the management teams or financial sponsors to seek investments with historical cash flows, asset collateral or
contracted pro-forma cash flows.
We currently have nine origination strategies in which we make investments: (1) lending in private equity sponsored transactions, (2) lending
directly to companies not owned by private equity firms, (3) control investments in corporate operating companies, (4) control investments in
financial companies, (5) investments in structured credit, (6) real estate investments, (7) investments in syndicated debt, (8) aircraft leasing and
(9) online lending. We continue to evaluate other origination strategies in the ordinary course of business with no specific tops-down allocation
to any single origination strategy.
Lending in Private Equity Sponsored Transactions – We make loans to companies which are controlled by leading private equity firms. This
debt can take the form of first lien, second lien, unitranche or unsecured loans. In making these investments, we look for a diversified customer
base, recurring demand for the product or service, barriers to entry, strong historical cash flow and experienced management teams. These loans
typically have significant equity subordinate to our loan position. Historically, this strategy has comprised approximately 50%-60% of our
business, but more recently it is less than 50% of our business.
Lending Directly to Companies – We provide debt financing to companies owned by non-private equity firms, the company founder, a
management team or a family. Here, in addition to the strengths we look for in a sponsored transaction, we also look for the alignment with the
management team with significant invested capital. This strategy often has less competition than the private equity sponsor strategy because such
company financing needs are not easily addressed by banks and often require more diligence preparation. Direct lending can result in higher
returns and lower leverage than sponsor transactions and may include warrants or equity to us. Historically, this strategy has comprised
approximately 5%-15% of our business, but more recently it is less than 5% of our business.
Control Investments in Corporate Operating Companies – This strategy involves acquiring controlling stakes in non-financial operating
companies. Our investments in these companies are generally structured as a combination of yield-producing debt and equity. We provide
certainty of closure to our counterparties, give the seller personal liquidity and generally look for management to continue on in their current
roles. This strategy has comprised approximately 10%-15% of our business.
Control Investments in Financial Companies – This strategy involves acquiring controlling stakes in financial companies, including consumer
direct lending, sub-prime auto lending and other strategies. Our investments in these companies are generally structured as a combination of
yield-producing debt and equity. These investments are often structured in a tax-efficient RIC-compliant partnership, enhancing returns. This
strategy has comprised approximately 5%-15% of our business.
Investments in Structured Credit – We make investments in collateralized loan obligations (“CLOs”), generally taking a significant position in
the subordinated interests (equity) of the CLOs. The CLOs include a diversified portfolio of broadly syndicated loans and do not have direct
exposure to real estate, mortgages, sub-prime debt, or consumer based debt. The CLOs in which we invest are managed by top-tier collateral
managers that have been thoroughly diligenced prior to investment. This strategy has comprised approximately 10%-20% of our business.
56
Real Estate Investments – We make investments in real estate through our three wholly-owned tax-efficient real estate investment trusts
("REITs"), American Property REIT Corp., National Property REIT Corp. and United Property REIT Corp. (collectively, "our REITs"). Our real
estate investments are in various classes of fully developed and occupied real estate properties that generate current yields. We seek to identify
properties that have historically high occupancy and steady cash flow generation. Our REITs partner with established property managers with
experience in managing the property type to manage such properties after acquisition. This is a more recent investment strategy that has
comprised approximately 5%-10% of our business.
Investments in Syndicated Debt – On an opportunistic basis, we make investments in loans and high yield bonds that have been sold to a
syndicate of buyers. Here we look for investments with attractive risk-adjusted returns after we have completed a fundamental credit analysis.
These investments are purchased with a long term, buy-and-hold outlook and we look to provide significant structuring input by providing
anchoring orders. This strategy has comprised approximately 5%-10% of our business.
Aircraft Leasing – We invest debt as well as equity in aircraft assets subject to commercial leases to credit-worthy airlines across the
globe. These investments present attractive return opportunities due to cash flow consistency from long-lived assets coupled with hard asset
collateral. We seek to deliver risk-adjusted returns with strong downside protection by analyzing relative value characteristics across the
spectrum of aircraft types of all vintages. Our target portfolio includes both in-production and out-of-production jet and turboprop aircraft and
engines, operated by airlines across the globe. This strategy comprised approximately 1.5% of our business in the fiscal year ended June 30,
2014.
Online Lending – We make investments in loans originated by certain consumer loan and small and medium sized business (“SME”) originators.
We purchase each loan in its entirety (i.e., a “whole loan”). The borrowers are consumers and SMEs. The loans are typically serviced by the
originators of the loans. This strategy comprised approximately 1% of our business in the fiscal year ended June 30, 2014.
We invest primarily in first and second lien secured loans and unsecured debt, which in some cases includes an equity component. First and
second lien secured loans generally are senior debt instruments that rank ahead of unsecured debt of a given portfolio company. These loans also
have the benefit of security interests on the assets of the portfolio company, which may rank ahead of or be junior to other security interests. Our
investments in CLOs are subordinated to senior loans and are generally unsecured. We invest in debt and equity positions of CLOs which are a
form of securitization in which the cash flows of a portfolio of loans are pooled and passed on to different classes of owners in various tranches.
Our CLO investments are derived from portfolios of corporate debt securities which are generally risk rated from BB to B.
We hold many of our control investments in a two-tier structure consisting of a holding company and one or more related operating companies.
These holding companies serve various business purposes including concentration of management teams, optimization of third party borrowing
costs, improvement of supplier, customer, and insurance terms, and enhancement of co-investments by the management teams. In these cases,
our investment in the holding company, generally as equity, its equity investment in the operating company and along with any debt from us
directly to the operating company structure represents our total exposure for the investment. As of June 30, 2014 , as shown in our Consolidated
Schedule of Investments, the cost basis and fair value of our investment in controlled companies is $1,719,242 and $1,640,454 , respectively.
This structure gives rise to several of the risks described in our public documents and highlighted above in Part I, Item 1A of this report.
Effective for periods commencing on and after July 1, 2014, we will consolidate all wholly-owned and substantially wholly-owned holding
companies formed by us for the purpose of holding our controlled investments in operating companies. We do not anticipate any significant
effects of consolidating these holding companies as they hold minimal assets other than their investments in the controlled operating companies.
Investment company accounting prohibits the consolidation of any operating companies.
We seek to be a long-term investor with our portfolio companies. The aggregate fair value of our portfolio investments was $6,253,739 and
$4,172,852 as of June 30, 2014 and 2013 , respectively. During the year ended June 30, 2014 , our net cost of investments increased by
$2,115,744 , or 49.7% , as a result of forty-seven new investments, four revolver advances and several follow-on investments of $2,937,311 ,
payment-in-kind interest of $15,145 , structuring fees of $45,087 and net amortization of discounts and premiums of $46,297 , while we received
full repayments on twenty-one investments, sold eight investments, and received several partial prepayments and amortization payments totaling
$787,069 .
Compared to the end of last fiscal year (ended June 30, 2013 ), net assets increased by $961,688 , or 36.2% , during the year ended June 30,
2014 , from $2,656,494 to $3,618,182 . This increase resulted from the issuance of new shares of our common stock (less offering costs) in the
amount of $1,030,282 , dividend reinvestments of $15,574 , and $319,020 from operations. These increases, in turn, were offset by $403,188 in
dividend distributions to our stockholders. The $319,020 from operations is net of the following: net investment income of $357,223 , net
realized loss on investments of $3,346 , and net change in unrealized depreciation on investments of $34,857 .
57
Fourth Quarter Highlights
Investment Transactions
During the three months ended June 30, 2014 , we acquired $386,642 of new investments, completed follow-on investments in existing portfolio
companies totaling approximately $55,360 , and recorded PIK interest of $2,102 , resulting in gross investment originations of $444,104 . During
the three months ended June 30, 2014 , we received full repayments on five investments, and received several partial prepayments and
amortization payments totaling $169,617 . The more significant of these transactions are discussed in "Portfolio Investment Activity."
SEC Matter
On May 6, 2014, we announced in our filing on Form 10-Q for the quarter ended March 31, 2014 that the SEC Staff had asserted certain of our
wholly-owned holding companies were investment companies, such companies were required to be consolidated in our historical financial
results and financial position, and restatement of such financial statements was needed. At that time, we disclosed that we disagreed with the
views of the SEC Staff and wished to appeal the conclusion through the Office of the Chief Accountant. On June 10, 2014, based on those
discussions with the Office of the Chief Accountant, we concluded the following:
• Our historical non-consolidation of wholly-owned and substantially wholly-owned holding companies did not require restatement of
our prior period financial statements.
• Upon our adoption of ASU 2013-08 for the fiscal year ended June 30, 2015, we will begin consolidating on a prospective basis certain
of our wholly-owned and substantially wholly-owned holding companies formed by us in order to facilitate our investment strategy.
While we were in discussions with the SEC, we elected to suspend our debt and equity raising activities for the remainder of the quarter and
continuing through the filing of this Form 10-K. This curtailment of capital raising activities suppressed our levels of origination and growth in
the fourth quarter of the fiscal year ended June 30, 2014. This reduction in originations suppressed our level of structuring fees recognized and
reduced our earnings for the quarter. Originations were $1,343,356 in the quarter ended March 31, 2014 versus $444,104 in the quarter ended
June 30, 2014 . As a result, structuring fees fell from $24,659 in the quarter ended March 31, 2014 to $5,026 in the quarter ended June 30,
2014 .
Equity Issuance
During the three months ended June 30, 2014 , we sold 7,711,389 shares of our common stock at an average price of $10.91 per share, and raised
$84,145 of gross proceeds, under our at-the-market offering program (the "ATM Program"). Net proceeds were $83,308 after commissions to
the broker-dealer on shares sold and offering costs.
On April 17, 2014 , May 22, 2014 and June 19, 2014 , we issued 86,333 , 114,111 and 112,630 shares of our common stock in connection with
the dividend reinvestment plan, respectively.
Dividend
On May 6, 2014, we announced the declaration of monthly dividends in the following amounts and with the following dates:
• $0.110550 per share for October 2014 to holders of record on October 31, 2014 with a payment date of November 20, 2014;
• $0.110575 per share for November 2014 to holders of record on November 28, 2014 with a payment date of December 18, 2014; and
• $0.110600 per share for December 2014 to holders of record on December 31, 2014 with a payment date of January 22, 2015.
Revolving Credit Facility
On May 9, 2014 and May 29, 2014 , we increased total commitments to our Revolving Credit Facility by $45,000 and $20,000 , respectively.
The lenders have extended total commitments of $857,500 as of June 30, 2014 , which was increased to $877,500 in July 2014 (see "Recent
Developments").
58
Debt Issuance
On April 7, 2014, we issued $300,000 aggregate principal amount of senior unsecured notes that mature on July 15, 2019 (the “5.00% 2019
Notes”). Included in the issuance is $45,000 of Prospect Capital InterNotes® that were exchanged for the 5.00% 2019 Notes. The 5.00% 2019
Notes bear interest at a rate of 5.00% per year, payable semi-annually on January 15 and July 15 of each year, beginning July 15, 2014. Total
proceeds from the issuance of the 5.00% 2019 Notes, net of underwriting discounts and offering costs, were $250,775.
On April 11, 2014, we issued $400,000 aggregate principal amount of senior convertible notes that mature on April 15, 2020 (the “2020 Notes”),
unless previously converted or repurchased in accordance with their terms. The 2020 Notes bear interest at a rate of 4.75% per year, payable
semi-annually on April 15 and October 15 each year, beginning October 15, 2014. Total proceeds from the issuance of the 2020 Notes, net of
underwriting discounts and offering costs, were $387,500.
During the three months ended June 30, 2014 , we issued $66,554 aggregate principal amount of our Prospect Capital InterNotes® for net
proceeds of $65,251 . These notes were issued with stated interest rates ranging from 3.75% to 6.25% with a weighted average interest rate of
5.03% . These notes mature between April 15, 2018 and May 15, 2039 .
Tenor at
Origination
(in years)
4
5
7
10
25
$
$
Principal
Amount
Interest
Rate Range
3.75%
4.25%–4.75%
5.25%
5.75%
6.25%
8,759
21,950
15,182
10,159
10,504
66,554
Weighted
Average
Interest Rate
3.75 %
4.48 %
5.25 %
5.75 %
6.25 %
Investment Holdings
Maturity Date Range
April 15, 2018 – May 15, 2018
April 15, 2019 – May 15, 2019
April 15, 2021 – May 15, 2021
April 15, 2024 – May 15, 2024
April 15, 2039 – May 15, 2039
As of June 30, 2014 , we continue to pursue our investment strategy. At June 30, 2014 , approximately $6,253,739 , or 172.8% , of our net assets
are invested in 143 long-term portfolio investments and CLOs.
During the year ended June 30, 2014 , we originated $2,952,456 of new investments, primarily composed of $1,585,869 of debt and equity
financing to non-controlled investments, $913,094 of debt and equity financing to controlled investments, and $453,493 of subordinated notes in
CLOs. Our origination efforts are focused primarily on debt and equity financing to controlled investments and secured lending to non-control
investments, to reduce the risk in the portfolio, investing primarily in first lien loans, and subordinated notes in CLOs, though we also continue
to close select junior debt and equity investments. Our annualized current yield was 13.6% and 12.1% as of June 30, 2013 and June 30, 2014 ,
respectively, across all performing interest bearing investments. The decrease in our current yield is primarily the result of originations at lower
rates than our average existing portfolio yield. Monetization of equity positions that we hold and loans on non-accrual status are not included in
this yield calculation. In many of our portfolio companies we hold equity positions, ranging from minority interests to majority stakes, which we
expect over time to contribute to our investment returns. Some of these equity positions include features such as contractual minimum internal
rates of returns, preferred distributions, flip structures and other features expected to generate additional investment returns, as well as
contractual protections and preferences over junior equity, in addition to the yield and security offered by our cash flow and collateral debt
protections.
We are a non-diversified company within the meaning of the 1940 Act. As required by the 1940 Act, we classify our investments by level of
control. As defined in the 1940 Act, "Control Investments" are those where there is the ability or power to exercise a controlling influence over
the management or policies of a company. Control is generally deemed to exist when a company or individual possesses or has the right to
acquire within 60 days or less, a beneficial ownership of 25% or more of the voting securities of an investee company. Under the 1940 Act,
"Affiliate Investments" are defined by a lesser degree of influence and are deemed to exist through the possession outright or via the right to
acquire within 60 days or less, beneficial ownership of 5% or more of the outstanding voting securities of another person. "Non-Control/Non-
Affiliate Investments" are those that are neither Control Investments nor Affiliate Investments.
59
As of June 30, 2014 , we own controlling interests in AMU Holdings Inc.; APH Property Holdings, LLC; Arctic Oilfield Equipment USA, Inc.;
ARRM Services, Inc. (f/k/a ARRM Holdings Inc.); AWC, LLC; BXC Company, Inc. (f/k/a BXC Holding Company); CCPI Holdings Inc.; CP
Holdings of Delaware LLC; Credit Central Holdings of Delaware, LLC; Echelon Aviation LLC; Energy Solutions Holdings Inc. (f/k/a Gas
Solutions Holdings, Inc.); First Tower Holdings of Delaware LLC; Gulf Coast Machine & Supply Company; Harbortouch Holdings of Delaware
Inc.; The Healing Staff, Inc.; Manx Energy, Inc.; MITY Holdings of Delaware Inc.; Nationwide Acceptance Holdings LLC; NMMB Holdings,
Inc.; NPH Property Holdings, LLC; R-V Industries, Inc.; STI Holding, Inc.; UPH Property Holdings, LLC; Valley Electric Holdings I, Inc.; and
Wolf Energy Holdings Inc. We also own an affiliated interest in BNN Holdings Corp. (f/k/a Biotronic NeuroNetwork).
The following shows the composition of our investment portfolio by level of control as of June 30, 2014 and June 30, 2013 :
Level of Control
Cost
Portfolio Fair Value
June 30, 2014
% of
% of
Portfolio
June 30, 2013
% of
Cost
Portfolio Fair Value
Control Investments
Affiliate Investments
Non-Control/Non-Affiliate Investments
Total Investments
$ 1,719,242
31,829
4,620,451
27.0 % $ 1,640,454
32,121
0.5 %
4,581,164
26.2 % $
0.5 %
73.3 %
830,151
49,189
3,376,438
19.5 % $
1.2 %
811,634
42,443
3,318,775
79.5 %
$ 6,371,522 100.0 % $ 6,253,739 100.0 % $ 4,255,778 100.0 % $ 4,172,852 100.0 %
79.3 %
72.5 %
% of
Portfolio
19.5 %
1.0 %
The following shows the composition of our investment portfolio by type of investment as of June 30, 2014 and June 30, 2013 :
Type of Investment
Cost
Portfolio Fair Value
June 30, 2014
% of
June 30, 2013
% of
Cost
Portfolio Fair Value
% of
Portfolio
Revolving Line of Credit
$
Senior Secured Debt
Subordinated Secured Debt
Subordinated Unsecured Debt
Small Business Whole Loans
CLO Debt
CLO Residual Interest
Preferred Stock
Common Stock
Membership Interest
Net Profits Interest
Net Revenue Interest
Escrow Receivable
Warrants
Total Investments
0.1 %
0.1 % $
2,786
56.2 % 3,514,198
20.0 % 1,200,221
85,531
1.3 %
4,252
33,199
0.4 %
16.4 % 1,093,985
10,696
1.3 %
80,153
217,763
213
—
1,589
9,153
2.9 %
1.3 %
—%
—%
—%
% of
Portfolio
—% $
56.2 %
19.2 %
1.4 %
0.1 %
0.5 %
17.5 %
0.2 %
1.3 %
3.5 %
—%
—%
—%
0.1 %
9,238
2,262,327
1,062,386
88,470
—
27,667
660,619
25,016
34,629
83,265
—
—
—
2,161
3,445
3,578,339
1,272,275
85,531
4,637
28,118
1,044,656
80,096
84,768
187,384
—
—
—
2,273
0.2 % $
53.1 %
25.0 %
2.1 %
—%
0.7 %
15.5 %
0.6 %
0.8 %
1.9 %
—%
—%
—%
8,729
2,207,091
1,024,901
88,827
—
28,589
658,086
14,742
47,083
61,903
520
20,439
4,662
7,280
0.2 %
52.8 %
24.6 %
2.1 %
—%
0.7 %
15.8 %
0.4 %
1.1 %
1.5 %
—%
0.5 %
0.1 %
0.2 %
$ 6,371,522 100.0 % $ 6,253,739 100.0 % $ 4,255,778 100.0 % $ 4,172,852 100.0 %
0.1 %
—%
60
The following shows our investments in interest bearing securities by type of investment as of June 30, 2014 and June 30, 2013 :
Type of Investment
Cost
Portfolio Fair Value
June 30, 2014
% of
% of
Portfolio
June 30, 2013
% of
Cost
Portfolio Fair Value
First Lien
Second Lien
Unsecured
Small Business Whole Loans
CLO Debt
CLO Residual Interest
Total Debt Investments
$ 3,581,784
1,272,275
85,531
4,637
28,118
1,044,656
59.5 % $ 3,516,984
21.1 % 1,200,221
85,531
1.4 %
4,252
0.5 %
33,199
17.4 % 1,093,985
0.1 %
59.3 % $ 2,271,565
20.2 %
1,062,386
1.4 %
88,470
0.1 %
—
0.6 %
27,667
18.4 %
660,619
2.2 %
55.3 % $ 2,215,820
1,024,901
25.8 %
88,827
—
28,589
658,086
16.0 %
0.7 %
—%
16.4 %
$ 6,017,001 100.0 % $ 5,934,172 100.0 % $ 4,110,707 100.0 % $ 4,016,223 100.0 %
% of
Portfolio
55.2 %
25.5 %
2.2 %
—%
0.7 %
The following shows the composition of our investment portfolio by geographic location as of June 30, 2014 and June 30, 2013 :
Geographic Location
Cost
Portfolio Fair Value
June 30, 2014
% of
% of
Portfolio
June 30, 2013
% of
Cost
Portfolio Fair Value
Canada
Cayman Islands
France
Ireland
Midwest US
Northeast US
Puerto Rico
Southeast US
Southwest US
Western US
Total Investments
$
15,000
1,072,774
10,170
—
787,482
1,224,403
41,307
1,491,554
759,630
969,202
—%
15,000
0.2 % $
16.8 % 1,127,184
10,339
0.2 %
—
753,543
12.4 %
19.2 % 1,181,533
0.7 %
36,452
23.4 % 1,461,516
737,271
11.9 %
930,901
0.2 % $
18.0 %
0.2 %
—%
12.0 %
18.9 %
0.6 %
23.4 %
11.8 %
14.9 %
165,000
688,286
—
14,927
565,239
522,759
41,352
1,124,119
459,944
674,152
3.9 % $
16.2 %
—%
0.4 %
13.3 %
12.2 %
1.0 %
26.4 %
10.8 %
165,000
686,675
—
15,000
531,934
536,300
41,352
1,098,996
445,411
652,184
15.6 %
$ 6,371,522 100.0 % $ 6,253,739 100.0 % $ 4,255,778 100.0 % $ 4,172,852 100.0 %
15.2 %
15.8 %
% of
Portfolio
4.0 %
16.5 %
—%
0.4 %
12.7 %
12.8 %
1.0 %
26.3 %
10.7 %
61
The following shows the composition of our investment portfolio by industry as of June 30, 2014 and June 30, 2013 :
Industry
Cost
Portfolio Fair Value
June 30, 2014
% of
% of
Portfolio
June 30, 2013
% of
Cost
Portfolio Fair Value
% of
Portfolio
Aerospace & Defense
Auto Finance
Automobile
Biotechnology
Business Services
Chemicals
Commercial Services
Construction & Engineering
Consumer Finance
Consumer Services
Contracting
Diversified / Conglomerate Service
Diversified Financial Services(1)
Durable Consumer Products
Ecological
Electronics
Energy
Food Products
Healthcare
Hotels, Restaurants & Leisure
Machinery
Manufacturing
Media
Metal Services & Minerals
Oil & Gas Production
Personal & Nondurable Consumer Products
Pharmaceuticals
Property Management
Real Estate
Retail
Software & Computer Services
Telecommunication Services
Textiles, Apparel & Luxury Goods
Transportation
Subtotal
CLO Investments(1)
Total Investments
$
102,803
11,139
22,296
—
598,940
19,648
301,610
56,860
425,497
502,862
3,831
—
42,574
377,205
—
—
77,379
173,375
329,408
132,193
396
204,394
362,738
48,402
283,490
10,604
78,069
57,500
353,506
14,231
240,469
79,630
275,023
112,676
$ 5,298,748
1,072,774
—%
—%
—%
—%
5.9 %
0.2 %
7.9 %
0.1 %
9.4 %
4.7 %
0.9 %
0.4 %
0.3 %
0.7 %
6.7 %
2.7 %
1.2 %
1.6 % $
102,967
11,139
22,452
—
611,286
19,713
301,610
33,556
434,348
504,647
—
—
42,189
375,329
—
—
67,637
174,603
326,142
132,401
621
171,577
344,278
51,977
248,494
11,034
73,690
45,284
355,236
14,625
241,260
79,654
259,690
1.8 %
69,116
83.2 % $ 5,126,555
1,127,184
16.8 %
5.7 %
1.2 %
3.2 %
4.4 %
5.2 %
5.5 %
3.8 %
0.2 %
0.9 %
0.2 %
0.8 %
2.1 %
1.2 %
4.3 %
—%
1.6 % $
56
0.2 %
10,914
0.4 %
12,300
—%
—
9.8 %
180,793
0.3 %
28,364
4.8 %
247,073
0.5 %
53,615
6.9 %
413,332
8.1 %
311,982
—%
3,831
—%
—
0.7 %
57,419
6.0 %
359,403
—%
141
—%
—
1.1 %
63,895
2.8 %
177,423
5.2 %
273,438
2.1 %
35,125
—%
396
2.7 %
163,431
5.5 %
171,290
0.8 %
98,662
4.0 %
75,126
0.2 %
59,822
1.2 %
—
0.7 %
51,170
5.7 %
152,540
0.2 %
14,190
3.9 %
307,734
1.3 %
—
4.2 %
116,260
1.1 %
127,767
82.0 % $ 3,567,492
18.0 %
688,286
—%
—%
—%
—%
0.3 %
1.3 %
0.3 %
9.7 %
7.3 %
0.7 %
8.5 %
0.1 %
5.8 %
4.2 %
1.3 %
4.2 %
1.5 %
—% $
—
10,417
12,500
14
179,544
28,648
247,073
53,615
406,964
314,033
—
143
55,759
349,654
335
149
56,321
177,428
273,838
35,361
790
167,584
161,325
102,832
24,420
60,183
—
54,648
152,540
14,569
309,308
—
108,708
127,474
3.0 %
83.8 % $ 3,486,177
686,675
16.2 %
3.8 %
1.4 %
4.0 %
0.3 %
6.4 %
0.8 %
1.2 %
7.2 %
1.8 %
3.6 %
2.3 %
2.8 %
—%
—%
—%
—%
0.2 %
0.3 %
—%
4.3 %
0.7 %
5.9 %
1.3 %
9.8 %
7.5 %
—%
—%
1.3 %
8.4 %
—%
—%
1.3 %
4.3 %
6.6 %
0.8 %
—%
4.0 %
3.9 %
2.5 %
0.6 %
1.4 %
—%
1.3 %
3.7 %
0.3 %
7.4 %
—%
2.6 %
3.1 %
83.5 %
16.5 %
$ 6,371,522 100.0 % $ 6,253,739 100.0 % $ 4,255,778 100.0 % $ 4,172,852 100.0 %
(1) Although designated as Diversified Financial Services within our Schedules of Investments in Item 8 of this report, our CLO investments do not have
industry concentrations and as such have been separated in the table above.
62
Portfolio Investment Activity
During the year ended June 30, 2014 , we acquired $2,082,327 of new investments, completed follow-on investments in existing portfolio
companies totaling approximately $840,134 , funded $14,850 of revolver advances, and recorded PIK interest of $15,145 , resulting in gross
investment originations of $2,952,456 . The more significant of these transactions are briefly described below.
On July 12, 2013, we provided $11,000 of secured second lien financing to Water PIK, Inc., a leader in developing innovative personal and
oral healthcare products. The second lien term loan bears interest in cash at the greater of 9.75% or Libor plus 8.75% and has a final
maturity of January 8, 2021.
On July 23, 2013, we made a $2,000 investment in Carolina Beverage Group, LLC (“Carolina Beverage”), a contract beverage
manufacturer. The senior secured note bears interest in cash at 10.5% and has a final maturity of July 23, 2018.
On July 26, 2013, we made a $2,000 follow-on senior secured debt investment in Spartan Energy Services, Inc. (“Spartan”) to finance the
formation of the Well Testing division. The first lien note bears interest in cash at the greater of 10.5% or Libor plus 9.0% and has a final
maturity of December 28, 2017.
On July 26, 2013, we made a $20,000 follow-on secured second lien investment in Royal Adhesives & Sealants, LLC (“Royal”) to facilitate
an acquisition. The second lien term loan bears interest in cash at the greater of 9.75% or Libor plus 8.5% and has a final maturity of
January 31, 2019.
On July 31, 2013, we made a $5,100 follow-on investment in Coverall North America, Inc. to fund a dividend recapitalization. The first lien
note bears interest in cash at the greater of 11.5% or Libor plus 8.5% and has a final maturity of December 17, 2017.
On August 2, 2013, we made an investment of $44,100 to purchase 90% of the subordinated notes in CIFC Funding 2013-III, Ltd.
On August 2, 2013, we provided $81,273 of debt and $12,741 of equity financing to support the recapitalization of CP Holdings, an energy
services company based in western Oklahoma. Through the recapitalization, we acquired a controlling interest in CP Holdings for $73,009
in cash and 1,918,342 unregistered shares of our common stock. After the financing, we received repayment of the $18,991 loan previously
outstanding. The $58,773 first lien note issued to CP Energy Services Inc. bears interest in cash at the greater of 9.0% or Libor plus 7.0%
and interest payment in kind of 9.0% and has a final maturity of August 2, 2018. The $22,500 first lien note issued to CP Well Testing
Holding Company LLC bears interest in cash at the greater of 11.0% or Libor plus 9.0% and has a final maturity of August 2, 2018.
On August 9, 2013, we provided $80,000 in senior secured loans and a senior secured revolving loan facility, of which $70,000 was funded
at closing, for the recapitalization of Matrixx Initiatives, Inc., owner of Zicam, a developer and marketer of OTC cold remedy products
under the Zicam brand. The $35,000 Term Loan A note bears interest in cash at the greater of 7.5% or Libor plus 6.0% and has a final
maturity of August 9, 2018. The $35,000 Term Loan B note bears interest in cash at the greater of 12.5% or Libor plus 11.0% and has a final
maturity of August 9, 2018. The $10,000 senior secured revolver, which was unfunded at closing, bears interest in cash at the greater of
10.0% or Libor plus 8.5% and has a final maturity of February 9, 2014.
On August 15, 2013, we made a $14,000 follow-on investment in Totes Isotoner Corporation ("Totes") to fund a dividend to shareholders.
The second lien term loan bears interest in cash at the greater of 10.75% or Libor plus 9.25% and has a final maturity of January 8, 2018.
On August 30, 2013, we made a $16,000 follow-on investment in System One Holdings, LLC to support an acquisition. The first lien note
bears interest in cash at the greater of 11.0% or Libor plus 9.5% and has a final maturity of December 31, 2018.
On September 5, 2013, we provided a $50,382 senior secured term loan to United Bank Card, Inc. (d/b/a Harbortouch), a payments
processor. The first lien term loan bears interest in cash at the greater of 11.5% or Libor plus 9.5% and has a final maturity of September 5,
2018.
On September 10, 2013, we made a $12,500 first lien secured investment in Photonis Technologies SAS (“Photonis”), a world leader in the
development, manufacture and sale of electro-optic components for the detection and intensification of very faint light sources. The first lien
term loan bears interest in cash at the greater of 8.5% or Libor plus 7.5% and has a final maturity of September 18, 2019.
63
On September 11, 2013, we provided a $75,000 senior secured term loan to support the recapitalization of American Broadband Holding
Company and Cameron Holdings of NC, Inc., a provider of voice, video, and high-speed internet services. The first lien Term Loan B bears
interest in cash at the greater of 11.0% or Libor plus 9.75% and has a final maturity of September 30, 2018.
On September 13, 2013, we made an investment of $36,515 to purchase 83.56% of the subordinated notes in Apidos CLO XV.
On September 19, 2013, we provided $41,042 of debt and $6,943 of equity financing to support the recapitalization of Mity, a designer,
manufacturer and seller of multipurpose room furniture and specialty healthcare seating products. The $22,792 first lien note issued to Mity
bears interest in cash at the greater of 9.0% or Libor plus 7.0% and interest payment in kind of 9.0% and has a final maturity of
September 19, 2019. The $18,250 first lien note issued to MITY Enterprises, Inc. bears interest in cash at the greater of 10.0% or Libor plus
7.0% and has a final maturity of March 19, 2019.
On September 25, 2013, we made a $12,000 subordinated secured second lien investment in NCP Finance Limited Partnership, a lender to
short term loan providers in the alternative financial services industry. The subordinated secured term loan bears interest in cash at the
greater of 11.0% or Libor plus 9.75% and has a final maturity of September 30, 2018.
On September 30, 2013, we made an investment of $20,945 to purchase 51.02% of the subordinated notes in Galaxy XVI CLO, Ltd.
On September 30, 2013, we made an $18,818 follow-on investment in JHH Holdings, Inc. to finance an acquisition. The second lien term
loan bears interest in cash at the greater of 11.25% or Libor plus 10.0% and interest payment in kind of 0.5% and has a final maturity of
March 30, 2019.
On October 1, 2013, we made a $2,600 follow-on investment in AIRMALL to support liquidity needs. The subordinated secured note bears
interest in cash at 12.0% and interest payment in kind of 6.0% and has a final maturity of December 31, 2015.
On October 11, 2013, we made a $5,846 follow-on investment in CP Holdings to fund flowback equipment purchases. We invested $746 of
equity and $5,100 of debt in CP Holdings. The first lien note issued to CP Energy Services Inc. bears interest in cash at the greater of 9.0%
or Libor plus 7.0% and interest payment in kind of 9.0% and has a final maturity of August 2, 2018.
On October 11, 2013, we provided $25,000 in preferred equity for the recapitalization of Ajax. After the financing, we received repayment
of the $20,008 loan previously outstanding.
On October 11, 2013, we made a secured debt investment of $2,000 in Digital Insight, a provider of digital banking software to financial
institutions in the U.S. which allows financial institutions to offer a comprehensive, user friendly platform of products and services through
the online and mobile channels.
On October 16, 2013, we made a secured debt investment of $7,000 in Renaissance Learning, Inc. (“Renaissance”), a provider of
technology based school improvement and student assessment programs.
On October 22, 2013, we made an investment of $40,791 to purchase 85.05% of the subordinated notes in CIFC Funding 2013-IV, Ltd.
On October 29, 2013, we made a $2,000 follow-on investment in APH to support the peer-to-peer lending initiative. We invested $300 of
equity and $1,700 of debt in APH. The senior secured note bears interest in cash at the greater of 6.0% or Libor plus 4.0% and interest
payment in kind of 5.5% and has a final maturity of April 1, 2019. This investment was subsequently contributed to NPH.
On October 29, 2013, we made a secured debt investment of $2,500 in Omnitracs, Inc. (“Omnitracs”), one of the world’s largest providers
of satellite and terrestrial-based connectivity and position location solutions to transportation and logistics companies.
On October 30, 2013, we made a secured debt investment of $6,000 in The Petroleum Place, Inc. (“P2”), a provider of enterprise resource
planning software focused on the oil & gas industry.
64
On November 1, 2013, we made a $9,869 follow-on investment in APH to acquire Bexley Apartment Houses, a multi-family residential
property located in Marietta, Georgia. We invested $1,669 of equity and $8,200 of debt in APH. The senior secured note bears interest in
cash at the greater of 6.0% or Libor plus 4.0% and interest payment in kind of 5.5% and has a final maturity of April 1, 2019. This
investment was subsequently contributed to NPH.
On November 5, 2013, we made a $2,000 follow-on investment in APH to support the peer-to-peer lending initiative. We invested $300 of
equity and $1,700 of debt in APH. The senior secured note bears interest in cash at the greater of 6.0% or Libor plus 4.0% and interest
payment in kind of 5.5% and has a final maturity of April 1, 2019. This investment was subsequently contributed to NPH.
On November 8, 2013, we provided $25,950 in preferred equity for the recapitalization of Gulf Coast, a provider of value-added forging
solutions to energy and industrial end markets. Through the recapitalization, we acquired a controlling interest in Gulf Coast. After the
financing, we received partial repayment of the loan previously outstanding, leaving a balance of $15,000. The senior secured term loan
bears interest in cash at the greater of 10.5% or Libor plus 8.5% and has a final maturity of October 12, 2017.
On November 14, 2013, we made an investment of $26,064 to purchase 61.30% of the subordinated notes in Sudbury Mill CLO Ltd.
On November 15, 2013, we made a $45,900 follow-on investment in APH to acquire the Gulf Coast Portfolio, a portfolio of six multi-
family residential properties located in Alabama and Florida. We invested $7,400 of equity and $38,500 of debt in APH. The senior secured
note bears interest in cash at the greater of 6.0% or Libor plus 4.0% and interest payment in kind of 5.5% and has a final maturity of April 1,
2019.
On November 19, 2013, we made a $66,188 follow-on investment in APH to acquire the Oxford Portfolio, a portfolio of six multi-family
residential properties located in Georgia, Florida, North Carolina and Texas. We invested $11,188 of equity and $55,000 of debt in APH.
The senior secured note bears interest in cash at the greater of 6.0% or Libor plus 4.0% and interest payment in kind of 5.5% and has a final
maturity of April 1, 2019. This investment was subsequently contributed to NPH.
On November 20, 2013, we made a secured debt investment of $1,000 in Chromaflo Technologies (“Chromaflo”), a producer of colorants
and related specialty chemical products based in Ohio.
On November 25, 2013, we restructured our investment in Freedom Marine Holdings, LLC (“Freedom Marine”), a subsidiary of Energy
Solutions. The subordinated secured loan to Jettco Marine Services, LLC (“Jettco”), a subsidiary of Freedom Marine, was replaced with a
senior secured note to Vessel Holdings II, LLC, a new subsidiary of Freedom Marine. The $13,000 first lien note issued to Vessel Holdings
II, LLC bears interest in cash at 13.0% and has a final maturity of November 25, 2018.
On November 25, 2013, we made a $2,000 follow-on investment in APH to support the peer-to-peer lending initiative. We invested $300 of
equity and $1,700 of debt in APH. The senior secured note bears interest in cash at the greater of 6.0% or Libor plus 4.0% and interest
payment in kind of 5.5% and has a final maturity of April 1, 2019. This investment was subsequently contributed to NPH.
On November 25, 2013, we made a $5,000 follow-on investment in AIRMALL to support liquidity needs. The subordinated secured note
bears interest in cash at 12.0% and interest payment in kind of 6.0% and has a final maturity of December 31, 2015.
On November 29, 2013, we made a $1,000 follow-on senior secured debt investment in Gulf Coast to fund working capital needs. The
senior secured term loan bears interest in cash at the greater of 10.5% or Libor plus 8.5% and has a final maturity of October 12, 2017.
On December 3, 2013, we made a $16,000 senior secured investment in Vessel Holdings III, LLC, a new subsidiary of Freedom Marine, a
subsidiary of Energy Solutions. The first lien note bears interest in cash at 13.0% and has a final maturity of December 3, 2018.
On December 4, 2013, we made a $5,000 follow-on investment in APH to support the peer-to-peer lending initiative. We invested $750 of
equity and $4,250 of debt in APH. The senior secured note bears interest in cash at the greater of 6.0% or Libor plus 4.0% and interest
payment in kind of 5.5% and has a final maturity of April 1, 2019. This investment was subsequently contributed to NPH.
65
On December 12, 2013, we made a $22,507 follow-on investment in APH to acquire the Stonemark Portfolio, a portfolio of six multi-family
residential properties located in Atlanta, Georgia. We invested $3,707 of equity and $18,800 of debt in APH. The senior secured note bears
interest in cash at the greater of 6.0% or Libor plus 4.0% and interest payment in kind of 5.5% and has a final maturity of April 1, 2019.
This investment was subsequently contributed to UPH.
On December 13, 2013, we provided $8,086 in preferred equity for the recapitalization of NMMB. After the restructuring, we received full
repayment of $2,800 of the subordinated term loan and partial repayment of $5,286 of the senior term loan previously outstanding.
On December 13, 2013, we purchased an additional $5,000 investment in Therakos, Inc., a developer of technologies for extracorporeal
photopheresis treatments. The second lien term loan bears interest in cash at the greater of 11.25% or Libor plus 10.0% and has a final
maturity of June 27, 2018.
On December 16, 2013, we made a $1,500 follow-on senior secured debt investment in Gulf Coast to fund working capital needs. The
senior secured term loan bears interest in cash at the greater of 10.5% or Libor plus 8.5% and has a final maturity of October 12, 2017.
On December 18, 2013, we made a $5,000 follow-on investment in Spartan to fund capital expenditures across all divisions. The first lien
note bears interest in cash at the greater of 10.5% or Libor plus 9.0% and has a final maturity of December 28, 2017.
On December 18, 2013, we made an investment of $39,876 to purchase 90% of the subordinated notes in Cent CLO 20 Limited.
On December 20, 2013, we made a secured debt investment of $9,000 in Harley Marine Services, Inc., a provider of marine transportation
services. The second lien term loan bears interest in cash at the greater of 10.5% or Libor plus 9.25% and has a final maturity of
December 20, 2019.
On December 23, 2013, we provided $102,400 of senior secured financing, of which $87,400 was funded at closing, for the recapitalization
of PrimeSport, Inc., a global live entertainment and event management company. The $43,700 Term Loan A note bears interest in cash at
the greater of 7.5% or Libor plus 6.5% and has a final maturity of December 23, 2019. The $43,700 Term Loan B note bears interest in cash
at the greater of 11.5% or Libor plus 10.5% and interest payment in kind of 1.0% and has a final maturity of December 23, 2019. The
$15,000 senior secured revolver, which was unfunded at closing, bears interest in cash at the greater of 10.0% or Libor plus 9.5% and has a
final maturity of June 23, 2014.
On December 26, 2013, we made a $13,641 follow-on investment in CP Holdings to fund the acquisition of additional equipment. We
invested $1,741 of equity and $11,900 of debt in CP Holdings. The first lien note issued to CP Energy Services Inc. bears interest in cash at
the greater of 9.0% or Libor plus 7.0% and interest payment in kind of 9.0% and has a final maturity of August 2, 2018.
On December 30, 2013, we made a secured debt investment of $40,000 in Crosman Corporation, the world’s leading designer, manufacturer
and marketer of airguns, airsoft guns and related category consumables. The second lien term loan originally bore interest in cash at the
greater of 11.0% or Libor plus 9.5%. On June 30, 2014, we amended the terms of this investment to the greater of 12.0% or Libor plus
10.5%. The second lien term loan has a final maturity of December 30, 2019.
On December 30, 2013, we made a $10,000 follow-on investment in First Tower to support seasonal demand. We invested $1,500 of equity
and $8,500 of debt in First Tower. The first lien term loan bears interest in cash at the greater of 20.0% or Libor plus 18.5% and has a final
maturity of June 30, 2022.
On December 30, 2013, we made a $45,000 follow-on investment in Progrexion Holdings, Inc. ("Progrexion") to fund a dividend
recapitalization. The senior secured first lien note bears interest in cash at the greater of 10.5% or Libor plus 8.5% and has a final maturity of
September 14, 2017.
On December 31, 2013, we made a $10,620 follow-on investment in NPH to acquire Indigo Apartments, a multi-family residential property
located in Jacksonville, Florida. We invested $1,820 of equity and $8,800 of debt in NPH. The senior secured note bears interest in cash at
the greater of 6.0% or Libor plus 4.0% and interest payment in kind of 5.5% and has a final maturity of April 1, 2019.
On January 8, 2014, we made a $161,500 follow-on investment in Broder Bros., Co. ("Broder") to support an acquisition. The senior
secured term loan bears interest in cash at the greater of 10.25% or Libor plus 9.0% and has a final maturity of April 8, 2019.
66
On January 17, 2014, we made a $6,565 follow-on investment in APH to acquire the Gulf Coast II Portfolio, a portfolio of two multi-family
residential properties located in Alabama and Florida. We invested $1,065 of equity and $5,500 of debt in APH. The senior secured note
bears interest in cash at the greater of 6.0% or Libor plus 4.0% and interest payment in kind of 5.5% and has a final maturity of April 1,
2019.
On January 31, 2014, we made a $4,805 follow-on investment in NPH to acquire Island Club, a multi-family residential property located in
Jacksonville, Florida. We invested $805 of equity and $4,000 of debt in NPH. The senior secured note bears interest in cash at the greater of
6.0% or Libor plus 4.0% and interest payment in kind of 5.5% and has a final maturity of April 1, 2019.
On February 4, 2014, we made a secured debt investment of $25,000 in Ikaria, Inc., a biotherapeutics company focused on developing and
commercializing innovative therapies designed to meet the unique and complex medical needs of critically ill patients. The second lien term
loan bears interest in cash at the greater of 8.75% or Libor plus 7.75% and has a final maturity of February 12, 2022.
On February 5, 2014, we made an investment of $32,383 to purchase 94.27% of the subordinated notes in ING IM CLO 2014-1, Ltd.
On February 7, 2014, we made an investment of $23,111 to purchase 63.64% of the subordinated notes in Halcyon Loan Advisors Funding
2014-1 Ltd.
On February 11, 2014, we made a $7,000 follow-on investment in InterDent, Inc. ("InterDent") to fund an acquisition. We invested an
additional $3,500 in Term Loan A and $3,500 in Term Loan B. The Term Loan A note bears interest in cash at the greater of 7.25% or Libor
plus 5.75% and has a final maturity of August 3, 2017. The Term Loan B note bears interest in cash at the greater of 12.25% or Libor plus
9.25% and has a final maturity of August 3, 2017.
On February 11, 2014, we made a secured debt investment of $10,000 in TriMark USA, LLC, a foodservice equipment and supplies
distributor and provider of custom kitchen design services. The second lien term loan bears interest in cash at the greater of 10.0% or Libor
plus 9.0% and has a final maturity of August 11, 2019.
On February 19, 2014, we provided $17,000 of secured floating rate financing to support the acquisition of Venio LLC (f/k/a LM Keane
Acquisition Co.) by Lovell Minnick Partners. Keane provides unclaimed property services to many of the nation’s largest financial
institutions including transfer agents, mutual funds, banks, brokerages and insurance companies. The second lien term loan bears interest in
cash at the greater of 12.0% or Libor plus 9.5% and has a final maturity of February 19, 2020.
On March 7, 2014, we provided $78,000 of senior secured floating rate debt to support the continued growth of Tolt Solutions, Inc. ("Tolt"),
a retail-focused information technology services company, providing customized network architecture solutions, installation, deployment,
maintenance, and customer support to retailers nationwide. The $39,000 Term Loan A note bears interest in cash at the greater of 7.0% or
Libor plus 6.0% and has a final maturity of March 7, 2019. The $39,000 Term Loan B note bears interest in cash at the greater of 12.0% or
Libor plus 11.0% and has a final maturity of March 7, 2019.
On March 12, 2014, we made a secured debt investment of $10,000 in Tectum Holdings, Inc., a manufacturer of aftermarket accessories for
the lite-truck market. The second lien term loan originally bore interest in cash at the greater of 10.25% or PRIME plus 7.0%. On April 1,
2014, the interest rate changed to the greater of 9.0% or Libor plus 8.0%. The second lien term loan has a final maturity of March 12, 2019.
On March 18, 2014, we made a $28,250 follow-on investment in LaserShip, Inc., of which $22,250 was funded at closing, to finance an
acquisition. The $22,250 Term Loan B note bears interest in cash at the greater of 10.25% or Libor plus 8.25% and has a final maturity of
March 18, 2019. We also provided $6,000 of Delayed Draw Term Loan commitment to support future acquisitions. The Delayed Draw
Term Loan, which was unfunded at closing, will bear interest in cash at 2.0% and have a final maturity of December 31, 2015.
On March 25, 2014, we made a secured debt investment of $28,500 in Global Employment Solutions, Inc., a provider of contract and
permanent placement staffing services, with a strategic focus on the information technology segment. The senior secured term loan bears
interest in cash at the greater of 10.0% or Libor plus 9.0% and has a final maturity of March 25, 2019.
On March 28, 2014, we provided $277,500 of secured floating rate debt to support the refinancing of Instant Web, LLC ("IWCO"), a
provider of direct marketing solutions to direct marketers for acquisition and loyalty programs in the United States. The $132,500 Term
Loan A note bears interest in cash at the greater of 5.5% or Libor plus 4.5% and has a final maturity of March 28, 2019. The $132,500 Term
Loan B note bears interest in cash at the greater of 12.0% or Libor plus 11.0% and
67
has a final maturity of March 28, 2019. The $12,500 Term Loan C note bears interest in cash at the greater of 12.75% or Libor plus 11.75%
and has a final maturity of March 28, 2019.
On March 31, 2014, we made a secured debt investment of $60,000 in United States Environmental Services, LLC, a provider of industrial,
environmental, and maritime services in the Gulf States region. The $24,000 Term Loan A note bears interest in cash at the greater of 6.5%
or Libor plus 5.5% and has a final maturity of March 31, 2019. The $36,000 Term Loan B note bears interest in cash at the greater of 11.5%
or Libor plus 10.5% and has a final maturity of March 31, 2019.
On March 31, 2014, we provided $153,500 follow-on investment in Progrexion to fund a dividend recapitalization. The senior secured first
lien note bears interest in cash at the greater of 10.5% or Libor plus 8.5% and has a final maturity of September 14, 2017.
On March 31, 2014, we invested $246,250 in cash and 2,306,294 unregistered shares of our common stock to support the recapitalization of
Harbortouch Payments, LLC (f/k/a United Bank Card, Inc. (d/b/a Harbortouch)), a provider of transaction processing services and point-of-
sale equipment used by merchants across the United States. We invested $24,898 of equity and $123,000 of debt in Harbortouch Holdings
of Delaware Inc., the newly-formed holding company, and $130,796 of debt in Harbortouch Payments, LLC, the operating company.
Through the recapitalization, we acquired a controlling interest in Harbortouch Payments, LLC. After the recapitalization, we received
repayment of the $23,894 loan previously outstanding. The $130,796 senior secured term loan issued to the operating company bears
interest in cash at the greater of 9.0% or Libor plus 7.0% and has a final maturity of September 30, 2017. The $123,000 senior secured note
issued to the holding company bears interest in cash at the greater of 10.0% or Libor plus 8.0% and interest payment in kind of 6.0% and has
a final maturity of March 31, 2019.
On March 31, 2014, we provided $78,521 of debt and $14,107 of equity financing to Echelon Aviation LLC (“Echelon”), a newly
established portfolio company which provides liquidity alternatives on aviation assets. We are the controlling equity owner of Echelon. The
senior term loan bears interest in cash at the greater of 11.75% or Libor plus 9.75% and interest payment in kind of 2.25% and has a final
maturity of March 31, 2022.
On April 8, 2014, we provided $59,000 of senior secured financing, of which $54,000 was funded at closing, to support the recapitalization
of Ark-La-Tex Wireline Services, LLC and affiliates, a provider of cased hole wireline and related completion-stage services in connection
with oil and gas production. The $27,000 Term Loan A note bears interest in cash at the greater of 6.5% or Libor plus 5.5% and has a final
maturity of April 8, 2019. The $27,000 Term Loan B note bears interest in cash at the greater of 10.5% or Libor plus 9.5% and has a final
maturity of April 8, 2019. We also provided $5,000 of Delayed Draw Term Loan commitment to support future acquisitions. The Delayed
Draw Term Loan, which was unfunded at closing, will increase the existing Term Loan A and Term Loan B on a pro rata basis and bear the
same terms and conditions as the initial loans.
On April 8, 2014, we refinanced our existing subordinated loan to Pelican Products, Inc., making a new debt investment of $17,500.
Concurrent with the refinancing, we received repayment of the $15,000 loan previously outstanding. The second lien term loan bears
interest in cash at the greater of 9.25% or Libor plus 8.25% and has a final maturity of April 9, 2021.
On April 11, 2014, we made an investment of $21,685 to purchase 52.87% of the subordinated notes in Washington Mill CLO Ltd.
On April 14, 2014, we made an investment of $38,220 to purchase 78.37% of the subordinated notes in Halcyon Loan Advisors Funding
2014-2 Ltd.
On April 21, 2014, we made an $18,250 follow-on investment in InterDent to fund an acquisition. We invested an additional $9,125 in Term
Loan A and $9,125 in Term Loan B. The Term Loan A note bears interest in cash at the greater of 7.25% or Libor plus 5.75% and has a
final maturity of August 3, 2017. The Term Loan B note bears interest in cash at the greater of 12.25% or Libor plus 9.25% and has a final
maturity of August 3, 2017.
On April 30, 2014, we provided $65,000 of senior secured financing, of which $50,000 was funded at closing, to support the recapitalization
of Fleetwash, Inc., a national provider of mobile vehicle fleet and mobile facility cleaning services. The $25,000 Term Loan A note bears
interest in cash at the greater of 6.5% or Libor plus 5.5% and has a final maturity of April 30, 2019. The $25,000 Term Loan B note bears
interest in cash at the greater of 10.5% or Libor plus 9.5% and has a final maturity of April 30, 2019. We also provided $15,000 of Delayed
Draw Term Loan commitment to support future acquisitions. The Delayed Draw Term Loan, which was unfunded at closing, will bear
interest in cash at the greater of 9.5% or Libor plus 8.5% and have a final maturity of April 30, 2019.
68
On May 5, 2014, we invested $48,960 in cash and 1,102,313 unregistered shares of our common stock to support the recapitalization of
Arctic Energy Services, LLC, an oil and gas service company based in Glenrock, Wyoming and doing business as Arctic Oilfield Services.
Through the recapitalization, we acquired a controlling interest in Arctic Energy Services, LLC. We invested $9,006 of equity in Arctic
Oilfield Equipment USA, Inc., the newly-formed holding company, and $51,870 of debt in Arctic Energy Services, LLC, the operating
company. The $31,640 senior secured term loan bears interest in cash at the greater of 12.0% or Libor plus 9.0% and has a final maturity of
May 5, 2019. The $20,230 senior subordinated term loan bears interest in cash at the greater of 14.0% or Libor plus 11.0% and has a final
maturity of May 5, 2019.
On May 6, 2014, we made an investment of $49,250 to purchase 67.47% of the subordinated notes in Symphony CLO XIV Ltd.
On May 15, 2014, we made an investment of $46,360 to purchase 89.08% of the subordinated notes in Cent CLO 21 Limited.
On May 30, 2014, we made an investment of $36,766 to purchase 79.10% of the subordinated notes in Galaxy XVII CLO, Ltd.
On June 30, 2014, we made a $19,800 follow-on investment in Tolt to fund an acquisition. We invested an additional $9,900 in Term Loan
A and $9,900 in Term Loan B. The Term Loan A note bears interest in cash at the greater of 7.0% or Libor plus 6.0% and has a final
maturity of March 7, 2019. The Term Loan B note bears interest in cash at the greater of 12.0% or Libor plus 11.0% and has a final maturity
of March 7, 2019.
On June 30, 2014, we made a secured debt investment of $15,000, of which $12,000 was funded at closing, to support the recapitalization of
Wheel Pros, LLC, a designer, marketer, and distributor of branded aftermarket wheels. The senior subordinated secured note bears interest
in cash at the greater of 11.0% or Libor plus 7.0% and has a final maturity of June 29, 2020. We also provided $3,000 of Delayed Draw
Term Loan commitment to support future acquisitions. The Delayed Draw Term Loan, which was unfunded at closing, bears interest in cash
at the greater of 11.0% or Libor plus 7.0% and has a final maturity of December 30, 2015.
In addition to the purchases noted above, during the year ended June 30, 2014 , we made 11 follow-on investments in NPH totaling $25,000 to
support the peer-to-peer lending initiative. We invested $3,750 of equity and $21,250 of debt in NPH. The senior secured note bears interest in
cash at the greater of 6.0% or Libor plus 4.0% and interest payment in kind of 5.5% and has a final maturity of April 1, 2019.
During the year ended June 30, 2014 , we received full repayments on twenty-one investments, sold eight investments investments, received
several partial prepayments and amortization payments totaling totaling $787,069 . The more significant of these transactions are briefly
described below.
On July 1, 2013, Pre-Paid Legal Services, Inc. repaid the $5,000 loan receivable to us.
On July 9, 2013, Southern Management Corporation repaid the $17,565 loan receivable to us.
On July 24, 2013, we sold our $2,000 investment in Carolina Beverage and realized a gain of $45 on the sale.
On July 31, 2013, Royal repaid the $28,364 subordinated unsecured loan receivable to us.
On July 31, 2013, Cargo Airport Services USA, LLC repaid the $43,399 loan receivable to us.
On August 1, 2013, Medical Security Card Company, LLC repaid the $13,214 loan receivable to us.
On September 11, 2013, Seaton Corp. repaid the $13,310 loan receivable to us.
On September 30, 2013, we sold our investment in ADAPCO, Inc. for net proceeds of $553, recognizing a realized gain of $413 on the sale.
On October 7, 2013, Evanta Ventures, Inc. repaid the $10,506 loan receivable to us.
On October 15, 2013, we sold our $2,000 investment in Digital Insight and realized a gain of $20 on the sale.
On October 17, 2013, $19,730 of the Apidos CLO VIII subordinated notes were called, and we realized a gain of $1,183 on this investment.
On October 29, 2013, we sold our $2,500 investment in Omnitracs and realized a gain of $25 on the sale.
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On October 31, 2013, we sold our $18,755 National Bankruptcy Services, LLC (“NBS”) loan receivable. The loan receivable was sold at a
discount and we realized a loss of $7,853.
On November 1, 2013, P2 repaid the $22,000 second lien term loan receivable to us.
On November 4, 2013, we sold our $6,000 secured debt investment in P2 and realized a gain of $60 on the sale.
On November 4, 2013, we sold our $7,000 investment in Renaissance and realized a gain of $140 on the sale.
On November 4, 2013, we sold $2,000 of our $12,500 investment in Photonis and realized a gain of $49 on the sale.
On November 19, 2013, United Bank Card, Inc. (d/b/a Harbortouch) made a partial repayment of $23,942.
On November 22, 2013, we sold our $1,000 investment in Chromaflo and realized a gain of $10 on the sale.
On November 25, 2013, EIG Investors Corp. repaid the $22,000 loan receivable to us.
On December 4, 2013, we sold a $972 participation in our term loans in AIRMALL, equal to 2% of the outstanding principal amount of
loans on that date.
On December 18, 2013, Naylor, LLC repaid the $45,563 loan receivable to us.
On December 30, 2013, Energy Solutions repaid the $4,250 junior secured note receivable to us.
On March 20, 2014, New Star Metals, Inc. repaid the $50,534 loan receivable to us.
On March 26, 2014, Material Handling Services, LLC repaid the $64,547 loan receivable to us.
On March 31, 2014, we sold $10,000 of our $277,500 investment in IWCO. There was no gain or loss realized on the sale.
On May 1, 2014, Totes repaid the $53,000 loan receivable to us.
On May 9, 2014, Hoffmaster Group, Inc. repaid the $21,000 loan receivable to us.
On June 2, 2014, Skillsoft Public Limited Company repaid the $15,000 loan receivable to us.
On June 4, 2014, CRT MIDCO, LLC repaid $14,000 of the $61,504 loan receivable to us.
In addition to the sales noted above, during the year ended June 30, 2014 , we sold $21,250 of our investment in ICON Health & Fitness, Inc.
("ICON") and realized losses of $1,669 on the sales.
The following table provides a summary of our investment activity for each quarter within the three years ended June 30, 2014 :
Quarter Ended
September 30, 2011
December 31, 2011
March 31, 2012
June 30, 2012
September 30, 2012
December 31, 2012
March 31, 2013
June 30, 2013
September 30, 2013
December 31, 2013
March 31, 2014
June 30, 2014
$
Acquisitions(1)
222,575 $
154,697
170,073
573,314
747,937
772,125
784,395
798,760
556,843
608,153
1,343,356
444,104
Dispositions(2)
46,055
120,206
188,399
146,292
158,123
349,269
102,527
321,615
164,167
255,238
198,047
169,617
(1) Includes investments in new portfolio companies, follow-on investments in existing portfolio companies, refinancings and PIK interest.
(2) Includes sales, scheduled principal payments, prepayments and refinancings.
70
During the three months ended June 30, 2014, we restructured our investment in several of our controlled portfolio companies to replace holding
company debt with debt of the associated operating company. These transactions are briefly described below.
$19,993 of debt that was previously held at AMU Holdings Inc. was assumed by Airmall Inc.
$167,162 of debt that was previously held at APH Property Holdings, LLC was assumed by American Property REIT Corp.
$8,216 of debt that was previously held at CCPI Holdings Inc. was assumed by CCPI Inc. and $2 of holding company equity was converted
into additional debt investment in the operating company.
$75,733 of debt that was previously held at CP Energy Services Inc. and $22,500 of debt that was previously held at CP Well Testing
Holding Company LLC was assumed by CP Well Testing, LLC.
$36,333 of debt that was previously held at Credit Central Holdings of Delaware, LLC was assumed by Credit Central Loan Company, LLC
and the remaining $3,874 of holding company debt was converted into additional equity investment in the holding company.
$251,246 of debt that was previously held at First Tower Holdings of Delaware LLC was assumed by First Tower, LLC and the remaining
$23,712 of holding company debt was converted into additional equity investment in the holding company.
$123,000 of debt that was previously held at Harbortouch Holdings of Delaware Inc. was assumed by Harbortouch Payments, LLC and
$14,226 of holding company equity was converted into additional debt investment in the operating company.
$15,769 of debt that was previously held at MITY Holdings of Delaware Inc. was assumed by MITY, Inc. and the remaining $7,200 of
holding company debt was converted into additional equity investment in the holding company.
$14,820 of debt that was previously held at Nationwide Acceptance Holdings LLC was assumed by Nationwide Acceptance LLC and the
remaining $9,888 of holding company debt was converted into additional equity investment in the holding company.
$104,460 of debt that was previously held at NPH Property Holdings, LLC was assumed by National Property REIT Corp.
$19,027 of debt that was previously held at UPH Property Holdings, LLC was assumed by United Property REIT Corp.
$20,471 of debt that was previously held at Valley Electric Holdings I, Inc. was assumed by Valley Electric Company, Inc. and the
remaining $16,754 of holding company debt was converted into additional equity investment in the holding company.
71
Investment Valuation
In determining the fair value of our portfolio investments at June 30, 2014 , the Audit Committee considered valuations from the independent
valuation firms and from management having an aggregate range of $6,041,155 to $6,421,204, excluding money market investments.
In determining the range of value for debt instruments except CLOs, management and the independent valuation firm generally estimate
corporate and security credit ratings and identify corresponding yields to maturity for each loan from relevant market data. A discounted cash
flow analysis was then prepared using the appropriate yield to maturity as the discount rate, to determine range of value. For non-traded equity
investments, the enterprise value was determined by applying EBITDA multiples for similar guideline public companies and/or similar recent
investment transactions. For stressed equity investments, a liquidation analysis was prepared.
In determining the range of value for our investments in CLOs, management and the independent valuation firm used a discounted cash flow
model. The valuations were accomplished through the analysis of the CLO deal structures to identify the risk exposures from the modeling point
of view. For each CLO security, the most appropriate valuation approach was chosen from alternative approaches to ensure the most accurate
valuation for such security. A waterfall engine is used to store the collateral data, generate collateral cash flows from the assets based on various
assumptions for the risk factors, and distribute the cash flows to the liability structure based on the payment priorities, and discount them back
using proper discount rates.
The Board of Directors looked at several factors in determining where within the range to value the asset including: recent operating and
financial trends for the asset, independent ratings obtained from third parties, comparable multiples for recent sales of companies within the
industry and discounted cash flow models for our investments in CLOs. The composite of all these analyses, applied to each investment, was a
total valuation of $6,253,739 , excluding money market investments.
Our portfolio companies are generally lower middle market companies, outside of the financial sector, with less than $150,000 of annual
EBITDA. We believe our market has experienced less volatility than others because we believe there are more buy and hold investors who own
these less liquid investments.
Control investments offer increased risk and reward over straight debt investments. Operating results and changes in market multiples can result
in dramatic changes in values from quarter to quarter. Significant downturns in operations can further result in our looking to recoveries on sales
of assets rather than the enterprise value of the investment. Transactions between our controlled investments and us have been detailed in Note
14 to the accompanying consolidated financial statements. Several control investments in our portfolio are under enhanced scrutiny by our senior
management and our Board of Directors and are discussed below.
AMU Holdings Inc.
AIRMALL is a leading developer and manager of airport retail operations. AIRMALL has developed and presently manages all or
substantially all of the retail operations and food and beverage concessions at Baltimore/Washington International Thurgood Marshall
Airport (BWI), Boston Logan International Airport (BOS), Cleveland Hopkins International Airport (CLE) and Pittsburgh International
Airport (PIT). AIRMALL does so pursuant to long-term, infrastructure-like contracts with the respective municipal agencies that own and
operate the airports.
On July 30, 2010, we invested $52,420 of combined debt and equity as follows: $30,000 senior term loan, $12,500 senior subordinated note
and $9,920 preferred equity. During the six months ended December 31, 2013, we provided an additional $7,600 of subordinated secured
financing to AIRMALL. On December 4, 2013, we sold a $972 participation in our term loans in AIRMALL, equal to 2% of the
outstanding principal amount of loans on that date. As of June 30, 2014 , we own 98% of AIRMALL’s equity securities. AIRMALL’s
financial performance has been consistent since the acquisition and we continue to monitor the medium to long-term growth prospects for
the company.
During the three months ended June 30, 2014, $19,993 of debt that was previously held at AMU Holdings Inc. was assumed by Airmall Inc.
During the year ended June 30, 2014 , we received distributions of $12,000 from AIRMALL which were recorded as dividend income. No
dividends were received from AIRMALL during the year ended June 30, 2013 . Primarily as a result of the distribution of earnings during
the year ended June 30, 2014 , the Board of Directors decreased the fair value of our investment in AIRMALL to $45,284 as of June 30,
2014 , a discount of $12,216 from its amortized cost, compared to the $3,478 unrealized appreciation recorded at June 30, 2013.
72
APH Property Holdings, LLC
APH is a holding company that owns 100% of the common stock of American Property REIT Corp. (“APRC”). APRC is a Maryland
corporation and a qualified REIT for federal income tax purposes. APRC was formed to acquire, operate, finance, lease, manage and sell a
portfolio of real estate assets. As of June 30, 2014 , we own 100% of the fully-diluted common equity of APH.
During the year ended June 30, 2013, we provided $125,892 and $26,648 of debt and equity financing, respectively, to APH for the
acquisition of various real estate properties. During the year ended June 30, 2014 , we provided $135,350 and $28,397 of debt and equity
financing, respectively, to APH for the acquisition of certain properties. In December 2013, APRC, a wholly-owned subsidiary of APH,
distributed its investments in fourteen properties: eight to National Property REIT Corp. (“NPRC”); and six to United Property REIT Corp.
(“UPRC”), two newly formed REIT holding companies which are discussed below. The investments transferred consisted of $98,164 and
$20,022 of debt and equity financing, respectively. The eight investments transferred to NPRC from APRC consisted of $79,309 and
$16,315 of debt and equity financing, respectively. The six investments transferred to UPRC from APRC consisted of $18,855 and $3,707
of debt and equity financing, respectively. There was no gain or loss realized on these transactions.
As of June 30, 2014 , APRC’s real estate portfolio was comprised of fourteen multi-family properties and one commercial property. The
following table shows the location, acquisition date, purchase price, and mortgage outstanding due to other parties for each of the properties:
No.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
Property Name
Abbington Pointe
Amberly Place
Lofton Place
Vista at Palma Sola
Arlington Park
The Resort
Cordova Regency
Crestview at Oakleigh
Inverness Lakes
Kings Mill Apartments
Plantations at Pine Lake
Verandas at Rocky Ridge
Crestview at Cordova
Plantations at Hillcrest
Taco Bell, OK
City
Marietta, GA
Tampa, FL
Tampa, FL
Bradenton, FL
Marietta, GA
Pembroke Pines, FL
Pensacola, FL
Pensacola, FL
Mobile, AL
Pensacola, FL
Tallahassee, FL
Birmingham, AL
Pensacola, FL
Mobile, AL
Yukon, OK
Acquisition
Date
12/28/2012 $
1/17/2013
4/30/2013
4/30/2013
5/8/2013
6/24/2013
11/15/2013
11/15/2013
11/15/2013
11/15/2013
11/15/2013
11/15/2013
1/17/2014
1/17/2014
6/4/2014
$
Purchase
Price
23,500 $
63,400
26,000
27,000
14,850
225,000
13,750
17,500
29,600
20,750
18,000
15,600
8,500
6,930
1,719
512,099 $
Mortgage
Outstanding
15,275
39,600
16,965
17,550
9,650
157,500
9,026
11,488
19,400
13,622
11,817
10,205
5,072
5,094
—
342,264
During the three months ended June 30, 2014, $167,162 of debt that was previously held at APH Property Holdings, LLC was assumed by
American Property REIT Corp.
The Board of Directors set the fair value of our investment in APH at $206,159 as of June 30, 2014 , a premium of $3,392 from its
amortized cost, compared to being valued at cost at June 30, 2013.
ARRM Holdings Inc.
Ajax Rolled Ring & Machine, Inc. ("Ajax") forges large seamless steel rings on two forging mills in Ajax’s York, South Carolina
facility. The rings are used in a range of industrial applications, including in construction equipment and power turbines. Ajax also provides
machining and other ancillary services.
On April 4, 2008, we acquired a controlling equity interest in ARRM Holdings Inc. ("ARRM"), which owns 100% of Ajax, the operating
company. We funded $22,000 of senior secured term debt, $11,500 of subordinated term debt and $6,300 of equity as of that closing.
During the fiscal year ended June 30, 2010, we funded an additional $3,530 of secured subordinated debt to refinance a third-party revolver
provider and provide working capital. Ajax repaid $3,461 of this secured subordinated debt during the quarter ended September 30, 2010.
During the quarter ended December 31, 2012, we funded an additional $3,600 of unsecured debt to refinance first lien debt held by Wells
Fargo.
73
On April 1, 2013, we refinanced our existing $38,472 senior loans to Ajax, increasing the size of our debt investment to $38,537.
Concurrent with the refinancing, we received repayment of the $18,635 loans that were previously outstanding. On October 11, 2013, we
provided $25,000 in preferred equity for the recapitalization of Ajax. After the financing, we received repayment of the $20,008
subordinated unsecured loan previously outstanding. As of June 30, 2014 , we control 79.53% of the fully-diluted common and preferred
equity.
Due to soft operating results, the Board of Directors decreased the fair value of our investment in ARRM to $25,536 as of June 30, 2014 , a
discount of $21,014 from its amortized cost, compared to the $6,057 unrealized depreciation recorded at June 30, 2013.
Energy Solutions Holdings Inc. (f/k/a Gas Solutions Holdings, Inc.)
Energy Solutions owns interests in companies operating in the energy sector. These include a company operating offshore supply vessels
and ownership of a non-operating biomass plant and several coal mines. Energy Solutions subsidiaries formerly owned interests in a gas
gathering and processing system in east Texas.
In December 2011, we completed a reorganization of Gas Solutions Holdings, Inc. renaming the company Energy Solutions and transferring
ownership of other operating companies owned by us and operating within the energy industry with the intent of strategically expanding
Energy Solutions operations across energy sectors. As part of the reorganization, we transferred our equity interests in Change Clean Energy
Holdings, Inc. (“CCEHI”), Change Clean Energy, Inc. (“CCEI”), Freedom Marine and Yatesville Coal Holdings, Inc. (“Yatesville”) to
Energy Solutions. On December 28, 2011, we made a follow-on investment of $4,750 to support the acquisition of a new vessel by Vessel
Holdings LLC, a subsidiary of Freedom Marine.
On January 4, 2012, Energy Solutions sold its gas gathering and processing assets (“Gas Solutions”) for a sale price of $199,805, adjusted
for the final working capital settlement, including a potential earnout of $28,000 that may be paid based on the future performance of Gas
Solutions. Through June 30, 2014 , we have not accrued income for any portion of the $28,000 potential payment. After expenses, including
structuring fees of $9,966 paid to us, Energy Solutions received $158,687 in cash. The sale of Gas Solutions by Energy Solutions resulted in
significant earnings and profits, as defined by the Internal Revenue Code, at Energy Solutions for calendar year 2012. As a result,
distributions from Energy Solutions to us were required to be recognized as dividend income, in accordance with ASC 946, as cash
distributions were received from Energy Solutions, to the extent there are current year earnings and profits sufficient to support such
recognition. During the year ended June 30, 2013 , we received distributions of $53,820 from Energy Solutions which were recorded as
dividend income. No such dividends were received during the year ended June 30, 2014 .
During the year ended June 30, 2014 , Energy Solutions repaid the remaining $8,500 of our subordinated secured debt to the company. In
addition to the repayment of principal, we received $4,812 of make-whole fees for early repayment of the outstanding loan receivables,
which was recorded as additional interest income during the year ended June 30, 2014 .
On November 25, 2013, we provided $13,000 in senior secured debt financing for the recapitalization of our investment in Freedom Marine.
The subordinated secured loan to Jettco was replaced with a senior secured note to Vessel Holdings II, LLC ("Vessel Holdings II"), a new
subsidiary of Freedom Marine. On December 3, 2013, we made a $16,000 senior secured investment in Vessel Holdings III, LLC, another
new subsidiary of Freedom Marine, to support the acquisition of two new vessels. We received $2,480 of structuring fees from Energy
Solutions related to the transaction which was recognized as other income during the year ended June 30, 2014 . As of June 30, 2014, our
loan to Vessel Holdings II, previously on non-accrual status, was accruing income due to improved operating results.
In determining the value of Energy Solutions, we have utilized two valuation techniques to determine the value of the investment: a current
value method for the cash balances of Energy Solutions and a liquidation analysis for our interests in CCEHI, CCEI, Freedom Marine and
Yatesville. The Board of Directors set the fair value of our investment in Energy Solutions, including the underlying portfolio companies
affected by the reorganization, at $32,004 as of June 30, 2014 , a discount of $9,742 from its amortized cost, compared to the $7,574
unrealized depreciation recorded at June 30, 2013.
First Tower Holdings of Delaware, LLC
First Tower is a multiline specialty finance company based in Flowood, Mississippi with over 170 branch offices.
On June 15, 2012, we acquired 80.1% of First Tower, LLC businesses for $110,200 in cash and 14,518,207 unregistered shares of our
common stock. Based on our share price of $11.06 at the time of issuance, we acquired our 80.1% interest in First Tower for approximately
$270,771. As consideration for our investment, First Tower Delaware, which is 100% owned by us, recorded a secured revolving credit
facility to us of $244,760 and equity of $43,193. First Tower Delaware owns 80.1%
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of First Tower Holdings LLC, the holding company of First Tower. The assets of First Tower acquired include, among other things, the
subsidiaries owned by First Tower, which hold finance receivables, leaseholds, and tangible property associated with First Tower’s
businesses. As part of the transaction, we received $4,038 and $4,038 in structuring fee income from First Tower and First Tower Delaware,
respectively. On October 18, 2012, we funded an additional $20,000 of senior secured debt to support seasonally high demand during the
holiday season. On December 30, 2013, we funded an additional $10,000 to again support seasonal demand and received $8,000 of
structuring fees related to the renegotiation and expansion of First Tower’s revolver with a third party which was recognized as other
income. As of June 30, 2014, First Tower had total assets of approximately $597,995 including $385,875 of finance receivables net of
unearned charges. As of June 30, 2014 , First Tower’s total debt outstanding to parties senior to us was $250,965.
During the three months ended June 30, 2014, $251,246 of debt that was previously held at First Tower Holdings of Delaware LLC was
assumed by First Tower, LLC and the remaining $23,712 of holding company debt was converted into additional equity investment.
Due to improved operating results, the Board of Directors increased the fair value of our investment in First Tower to $326,785 as of
June 30, 2014 , a premium of $7,134 from its amortized cost, compared to the $9,869 unrealized depreciation recorded at June 30, 2013.
NPH Property Holdings, LLC
NPH is a holding company that owns 100% of the common stock of National Property REIT Corp. (“NPRC”) and 100% of the membership
units of NPH Property Holdings II, LLC (“NPH II”). NPRC is a Maryland corporation and a qualified REIT for federal income tax
purposes. NPRC was formed to acquire, operate, finance, lease, manage and sell a portfolio of real estate assets. NPH II is a Delaware single
member limited liability company structured to enable NPRC to invest in peer-to-peer consumer loans. As of June 30, 2014 , we own 100%
of the fully-diluted common equity of NPH.
The eight investments transferred to NPRC from APRC consisted of $79,309 and $16,315 of debt and equity financing, respectively. There
was no gain or loss realized on these transactions. During the year ended June 30, 2014 , we provided $24,700 and $4,725 of debt and equity
financing, respectively, to NPH for the acquisition of certain properties and to invest in peer-to-peer consumer loans.
As of June 30, 2014 , NPRC’s real estate portfolio was comprised of nine multi-family properties and one commercial property. The
following table shows the location, acquisition date, purchase price, and mortgage outstanding due to other parties for each of the properties:
No.
1
2
3
4
5
6
7
8
9
10
Property Name
146 Forest Parkway
Bexley
St. Marin
Mission Gate
Vinings Corner
Central Park
City West
Matthews Reserve
Indigo
Island Club
City
Forest Park, GA
Marietta, GA
Coppell, TX
Plano, TX
Smyrna, GA
Altamonte Springs, FL
Orlando, FL
Matthews, NC
Jacksonville, FL
Atlantic Beach, FL
Acquisition
Date
10/24/2012 $
11/1/2013
11/19/2013
11/19/2013
11/19/2013
11/19/2013
11/19/2013
11/19/2013
12/31/2013
1/31/2014
$
Purchase
Price
7,400 $
30,600
73,078
47,621
35,691
36,590
23,562
22,063
38,000
13,025
327,630 $
Mortgage
Outstanding
—
22,497
53,863
36,148
26,640
27,471
18,533
17,571
28,500
9,118
240,341
During the three months ended June 30, 2014, $104,460 of debt that was previously held at NPH Property Holdings, LLC was assumed by
National Property REIT Corp.
The Board of Directors set the fair value of our investment in NPH at $124,511 as of June 30, 2014 , a discount of $2,088 from its amortized
cost.
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UPH Property Holdings, LLC
UPH is a holding company that owns 100% of the common stock of United Property REIT Corp. (“UPRC”). UPRC is a Delaware limited
liability company and a qualified REIT for federal income tax purposes. UPRC was formed to acquire, operate, finance, lease, manage and
sell a portfolio of real estate assets. As of June 30, 2014 , we own 100% of the fully-diluted common equity of UPH.
The six investments transferred to UPRC from APRC consisted of $18,855 and $3,707 of debt and equity financing, respectively. There was
no gain or loss realized on these transactions. During the year ended June 30, 2014 , we provided $1,405 of equity financing to UPH for the
acquisition of certain properties.
As of June 30, 2014 , UPRC’s real estate portfolio was comprised of six multi-family properties and one commercial property. The
following table shows the location, acquisition date, purchase price, and mortgage outstanding due to other parties for each of the properties:
No.
1
2
3
4
5
6
7
Property Name
Eastwood Village
Monterey Village
Hidden Creek
Meadow Springs
Meadow View
Peachtree Landing
Taco Bell, MO
City
Stockbridge, GA
Jonesboro, GA
Morrow, GA
College Park, GA
College Park, GA
Fairburn, GA
Marshall, MO
Acquisition
Date
12/12/2013 $
12/12/2013
12/12/2013
12/12/2013
12/12/2013
12/12/2013
6/4/2014
$
Purchase
Price
25,957 $
11,501
5,098
13,116
14,354
17,224
1,405
88,655 $
Mortgage
Outstanding
19,785
9,193
3,619
10,180
11,141
13,575
—
67,493
During the three months ended June 30, 2014, $19,027 of debt that was previously held at UPH Property Holdings, LLC was assumed by
United Property REIT Corp.
The Board of Directors set the fair value of our investment in UPH at $24,566 as of June 30, 2014 , a premium of $426 from its amortized
cost.
Valley Electric Holdings I, Inc.
Valley Electric is a leading provider of specialty electrical services in the state of Washington and is among the top 50 electrical contractors
in the U.S. The company, with its headquarters in Everett, Washington, offers a comprehensive array of contracting services, primarily for
commercial, industrial, and transportation infrastructure applications, including new installation, engineering and design, design-build,
traffic lighting and signalization, low to medium voltage power distribution, construction management, energy management and control
systems, 24-hour electrical maintenance and testing, as well as special projects and tenant improvement services. Valley Electric was
founded in 1982 by the Ward family, who held the company until the end of 2012.
On December 31, 2012, Valley Electric Holdings II, Inc., a wholly-owned subsidiary of Valley Electric Holdings I, Inc., and management
acquired 100% of the outstanding shares of Valley Electric Company of Mount Vernon, Inc. We funded the recapitalization of Valley
Electric with $42,572 of debt and $9,526 of equity financing. Through the recapitalization, we acquired a controlling interest in Valley
Electric for $7,449 in cash and 4,141,547 unregistered shares of our common stock. As of June 30, 2014 , we control 96.3% of the common
equity.
During the three months ended June 30, 2014, $20,471 of debt that was previously held at Valley Electric Holdings I, Inc. was assumed by
Valley Electric Company, Inc. and the remaining $16,754 of holding company debt was converted into additional equity investment.
Due to soft operating results, the Board of Directors decreased the fair value of our investment in Valley Electric to $33,556 as of June 30,
2014 , a discount of $23,304 from its amortized cost, compared to being valued at cost at June 30, 2013.
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Wolf Energy Holdings Inc.
Wolf is a holding company formed to hold 100% of the outstanding membership interests of each of Coalbed and AEH. The membership
interests of Coalbed and AEH, which were previously owned by Manx, were assigned to Wolf Energy Holdings effective June 30, 2012.
The purpose of assignment was to remove those activities from Manx deemed non-core by the Manx convertible debt investors who were
not interested in funding those operations. In addition, effective June 29, 2012 C&J Cladding Holding Company, Inc. (“C&J Holdings”)
merged with and into Wolf Energy Holdings, with Wolf Energy Holdings as the surviving entity. At the time of the merger, C&J Holdings
held the remaining undistributed proceeds from the sale of its membership interests in C&J Cladding, LLC. The merger was effectuated in
connection with the broader simplification of our energy investment holdings.
On April 15, 2013, assets previously held by H&M Oil & Gas, LLC ("H&M") were assigned to Wolf Energy, LLC ("Wolf Energy") in
exchange for a $66,000 term loan secured by the assets. Our cost basis in this loan of $44,632 was determined in accordance with ASC 310-
40, Troubled Debt Restructurings by Creditors , and is equal to the fair value of assets at the time of transfer and we recorded a realized loss
of $19,647 in connection with the foreclosure on the assets. On May 17, 2013, Wolf Energy sold certain of the assets that had been
previously held by H&M that were located in Martin County to Hibernia for $66,000. Proceeds from the sale were primarily used to repay
the loan and net profits interest receivable due to us and we recognized as a realized gain of $11,826 partially offsetting the previously
recorded loss. We received $3,960 of structuring and advisory fees from Wolf Energy during the year ended June 30, 2013 related to the
sale and $991 under the net profits interest agreement which was recognized as other income during the fiscal year ended June 30, 2013.
The Board of Directors set the fair value of our investment in Wolf Energy Holdings at $3,599 as of June 30, 2014 , a discount of $4,442
from its amortized cost, compared to the $3,091 unrealized depreciation recorded at June 30, 2013.
Equity positions in the portfolio are susceptible to potentially significant changes in value, both increases as well as decreases, due to changes in
operating results. Seven of our controlled companies, AIRMALL, Ajax, CP Energy, First Tower, Gulf Coast, Harbortouch and Valley Electric,
experienced such volatility and experienced fluctuations in valuations during the year ended June 30, 2014. See above for discussion regarding
the fluctations in AIRMALL, Ajax, First Tower, and Valley Electric. The value of Gulf Coast decreased to $14,459 as of June 30, 2014 , a
discount of $28,991 to its amortized cost, compared to the $9,241 unrealized depreciation recorded at June 30, 2013 due to a decline in operating
results. The value of Harbortouch increased to $291,314 as of June 30, 2014, a premium of $12,620 to its amortized cost. The value of CP
Energy increased to $130,119 as of June 30, 2014, a premium of $16,618 to its amortized cost. Eight of the other controlled investments have
been valued at discounts to the original investment. Nine of the other control investments are valued at the original investment amounts or
higher. Overall, at June 30, 2014 , control investments are valued at $78,788 below their amortized cost.
We hold one affiliate investment at June 30, 2014 . Our affiliate portfolio company did not experience a significant change in valuation during
the year ended June 30, 2014.
With the non-control/non-affiliate investments, generally, there is less volatility related to our total investments because our equity positions tend
to be smaller than with our control/affiliate investments, and debt investments are generally not as susceptible to large swings in value as equity
investments. For debt investments, the fair value is generally limited on the high side to each loan’s par value, plus any prepayment premia that
could be imposed. Many of the debt investments in this category have not experienced a significant change in value, as they were previously
valued at or near par value. Non-control/non-affiliate investments did not experience significant changes in valuation and are generally
performing as expected or better than expected. Two of our Non-control/non-affiliate investments, Stryker Energy, LLC (“Stryker”) and Wind
River Resources Corporation (“Wind River”), are valued at a discount to amortized cost due to a decline in the operating results of the operating
companies from those originally underwritten. In June 2014, New Century Transportation, Inc. ("NCT") filed for bankruptcy. As we hold a
second lien position and do not expect liquidation proceeds to exceed the first lien liability, we decreased the fair value of our debt investment to
zero. Overall, at June 30, 2014 , other non-control/non-affiliate investments are valued at $52,073 above their amortized cost, excluding our
investments in NCT, Stryker and Wind River, as the remaining companies are generally performing as or better than expected.
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Capitalization
Our investment activities are capital intensive and the availability and cost of capital is a critical component of our business. We capitalize our
business with a combination of debt and equity. Our debt as of June 30, 2014 consists of: a Revolving Credit Facility availing us of the ability to
borrow debt subject to borrowing base determinations; Senior Convertible Notes which we issued in December 2010, February 2011,
April 2012, August 2012, December 2012 and April 2014; Senior Unsecured Notes which we issued in May 2012, March 2013 and April 2014;
and Prospect Capital InterNotes® which we may issue from time to time. Our equity capital is comprised entirely of common equity. The
following table shows the Revolving Credit Facility, Senior Convertible Notes, Senior Unsecured Notes and Prospect Capital InterNotes ®
maximum draw amounts and outstanding borrowings as of June 30, 2014 and June 30, 2013 :
June 30, 2014
June 30, 2013
Revolving Credit Facility
Senior Convertible Notes
Senior Unsecured Notes
Prospect Capital InterNotes®
Total
Amount
Outstanding
Maximum
Draw Amount
Maximum
Draw Amount
$
857,500 $
1,247,500
647,881
785,670
3,538,551 $
$
92,000 $
1,247,500
647,881
785,670
2,773,051 $
Amount
Outstanding
124,000
847,500
347,725
363,777
1,683,002
552,500 $
847,500
347,725
363,777
2,111,502 $
The following table shows the contractual maturities of our Revolving Credit Facility, Senior Convertible Notes, Senior Unsecured Notes and
Prospect Capital InterNotes ® as of June 30, 2014 :
Revolving Credit Facility
Senior Convertible Notes
Senior Unsecured Notes
Prospect Capital InterNotes®
Total Contractual Obligations
Payments Due by Period
Total
Less than 1
Year
1 – 3 Years 3 – 5 Years
After 5
Years
$
92,000 $
1,247,500
647,881
785,670
$ 2,773,051 $
— $
—
—
—
— $
92,000 $
317,500
—
8,859
418,359 $
— $
—
400,000
530,000
647,881
—
261,456
515,355
791,456 $ 1,563,236
The following table shows the contractual maturities of our Revolving Credit Facility, Senior Convertible Notes, Senior Unsecured Notes and
Prospect Capital InterNotes ® as of June 30, 2013 :
Payments Due by Period
Revolving Credit Facility
Senior Convertible Notes
Senior Unsecured Notes
Prospect Capital InterNotes®
Total Contractual Obligations
$ 124,000 $
847,500
347,725
363,777
$ 1,683,002 $
Total
Less than 1
Year
After 5
Years
1 – 3 Years 3 – 5 Years
— $
— $
—
—
—
— $
150,000
—
—
150,000 $
124,000 $
297,500
—
—
—
400,000
347,725
363,777
421,500 $ 1,111,502
We have and expect to continue to fund a portion of our cash needs through borrowings from banks, issuances of senior securities, including
secured, unsecured and convertible debt securities, or issuances of common equity. For flexibility, we maintain a universal shelf registration
statement that allows for the public offering and sale of our debt securities, common stock, preferred stock, subscription rights, and warrants and
units to purchase such securities in an amount up to $5,000,000 less issuances to date. As of June 30, 2014 , we can issue up to $3,691,792 of
additional debt and equity securities in the public market under this shelf registration. We may from time to time issue securities pursuant to the
shelf registration statement or otherwise pursuant to private offerings. The issuance of debt or equity securities will depend on future market
conditions, funding needs and other factors and there can be no assurance that any such issuance will occur or be successful.
Revolving Credit Facility
On March 27, 2012, we closed on an expanded five-year $650,000 revolving credit facility with a syndicate of lenders through PCF (the “2012
Facility”). The lenders have extended commitments of $857,500 under the 2012 Facility as of June 30, 2014 , which was increased to $877,500
in July 2014 (see "Recent Developments"). The 2012 Facility includes an accordion feature
78
which allows commitments to be increased up to $1,000,000 in the aggregate. The revolving period of the 2012 Facility extends through
March 2015, with an additional two year amortization period (with distributions allowed) after the completion of the revolving period. During
such two year amortization period, all principal payments on the pledged assets will be applied to reduce the balance. At the end of the two year
amortization period, the remaining balance will become due, if required by the lenders.
The 2012 Facility contains restrictions pertaining to the geographic and industry concentrations of funded loans, maximum size of funded loans,
interest rate payment frequency of funded loans, maturity dates of funded loans and minimum equity requirements. The 2012 Facility also
contains certain requirements relating to portfolio performance, including required minimum portfolio yield and limitations on delinquencies and
charge-offs, violation of which could result in the early termination of the 2012 Facility. The 2012 Facility also requires the maintenance of a
minimum liquidity requirement. As of June 30, 2014 , we were in compliance with the applicable covenants.
Interest on borrowings under the 2012 Facility is one-month Libor plus 275 basis points with no minimum Libor floor. Additionally, the lenders
charge a fee on the unused portion of the 2012 Facility equal to either 50 basis points, if at least half of the credit facility is drawn, or 100 basis
points otherwise. The 2012 Facility requires us to pledge assets as collateral in order to borrow under the credit facility. As of June 30, 2014 and
June 30, 2013 , we had $780,620 and $473,508 , respectively, available to us for borrowing under the 2012 Facility, of which the amount
outstanding was $92,000 and $124,000 , respectively. As additional eligible investments are transferred to PCF and pledged under the 2012
Facility, PCF will generate additional availability up to the current commitment amount of $877,500 . At June 30, 2014 , the investments used as
collateral for the 2012 Facility had an aggregate fair value of $1,535,476 , which represents 24.1% of our total investments and money market
funds. These assets are held and owned by PCF, a bankruptcy remote special purpose entity, and as such, these investments are not available to
our general creditors. The release of any assets from PCF requires the approval of the facility agent.
In connection with the origination and amendments of the 2012 Facility, we incurred $14,154 of fees, including $1,319 of fees carried over from
the previous facility, which are being amortized over the term of the facility in accordance with ASC 470-50, Debt Modifications and
Extinguishments , of which $4,883 remains to be amortized and is included within deferred financing costs on the Consolidated Statements of
Assets and Liabilities as of June 30, 2014 .
During the years ended June 30, 2014 , 2013 and 2012 , we recorded $12,216 , $9,082 and $14,883 , respectively, of interest costs, unused fees
and amortization of financing costs on the 2012 Facility as interest expense.
Senior Convertible Notes
On December 21, 2010, we issued $150,000 aggregate principal amount of senior convertible notes that mature on December 15, 2015 (the
“2015 Notes”), unless previously converted or repurchased in accordance with their terms. The 2015 Notes bear interest at a rate of 6.25% per
year, payable semi-annually on June 15 and December 15 of each year, beginning June 15, 2011. Total proceeds from the issuance of the 2015
Notes, net of underwriting discounts and offering costs, were $145,200.
On February 18, 2011, we issued $172,500 aggregate principal amount of senior convertible notes that mature on August 15, 2016 (the “2016
Notes”), unless previously converted or repurchased in accordance with their terms. The 2016 Notes bear interest at a rate of 5.50% per year,
payable semi-annually on February 15 and August 15 of each year, beginning August 15, 2011. Total proceeds from the issuance of the 2016
Notes, net of underwriting discounts and offering costs, were $167,325. Between January 30, 2012 and February 2, 2012, we repurchased $5,000
of the 2016 Notes at a price of 97.5, including commissions. The transactions resulted in our recognizing $10 of loss in the year ended June 30,
2012.
On April 16, 2012, we issued $130,000 aggregate principal amount of senior convertible notes that mature on October 15, 2017 (the “2017
Notes”), unless previously converted or repurchased in accordance with their terms. The 2017 Notes bear interest at a rate of 5.375% per year,
payable semi-annually on April 15 and October 15 of each year, beginning October 15, 2012. Total proceeds from the issuance of the 2017
Notes, net of underwriting discounts and offering costs, were $126,035.
On August 14, 2012, we issued $200,000 aggregate principal amount of senior convertible notes that mature on March 15, 2018 (the “2018
Notes”), unless previously converted or repurchased in accordance with their terms. The 2018 Notes bear interest at a rate of 5.75% per year,
payable semi-annually on March 15 and September 15 of each year, beginning March 15, 2013. Total proceeds from the issuance of the 2018
Notes, net of underwriting discounts and offering costs, were $193,600.
On December 21, 2012, we issued $200,000 aggregate principal amount of senior convertible notes that mature on January 15, 2019 (the “2019
Notes”), unless previously converted or repurchased in accordance with their terms. The 2019 Notes bear interest at a rate of 5.875% per year,
payable semi-annually on January 15 and July 15 of each year, beginning July 15, 2013. Total proceeds from the issuance of the 2019 Notes, net
of underwriting discounts and offering costs, were $193,600.
79
On April 11, 2014, we issued $400,000 aggregate principal amount of senior convertible notes that mature on April 15, 2020 (the “2020 Notes”),
unless previously converted or repurchased in accordance with their terms. The 2020 Notes bear interest at a rate of 4.75% per year, payable
semi-annually on April 15 and October 15 each year, beginning October 15, 2014. Total proceeds from the issuance of the 2020 Notes, net of
underwriting discounts and offering costs, were $387,500.
Certain key terms related to the convertible features for the 2015 Notes, the 2016 Notes, the 2017 Notes, the 2018 Notes, the 2019 Notes and the
2020 Notes (collectively, the “Senior Convertible Notes”) are listed below.
Initial conversion rate(1)
Initial conversion price
Conversion rate at June 30, 2014(1)(2)
Conversion price at June 30, 2014(2)(3)
Last conversion price calculation date
Dividend threshold amount (per share)(4)
$
11.35 $
85.8442
78.3699
88.0902
2015 Notes 2016 Notes 2017 Notes 2018 Notes 2019 Notes 2020 Notes
80.6647
12.40
80.6647
12.40
4/11/2014
$ 0.101125 $ 0.101150 $ 0.101500 $ 0.101600 $ 0.110025 $ 0.110525
8/14/2013 12/21/2013
12/21/2013
4/16/2014
2/18/2014
79.7766
82.3451
89.0157
86.9426
79.7865
79.3176
82.8631
12.54 $
12.14 $
12.76 $
11.65 $
12.53 $
12.07 $
11.50 $
12.61 $
11.23 $
$
(1) Conversion rates denominated in shares of common stock per $1 principal amount of the Senior Convertible Notes converted.
(2) Represents conversion rate and conversion price, as applicable, taking into account certain de minimis adjustments that will be made on the conversion date.
(3) The conversion price in effect at June 30, 2014 was calculated on the last anniversary of the issuance and will be adjusted again on the next anniversary,
unless the exercise price shall have changed by more than 1% before the anniversary.
(4) The conversion rate is increased if monthly cash dividends paid to common shares exceed the monthly dividend threshold amount, subject to adjustment.
In no event will the total number of shares of common stock issuable upon conversion exceed 96.8992 per $1 principal amount of the 2015
Notes (the “conversion rate cap”), except that, to the extent we receive written guidance or a no-action letter from the staff of the Securities and
Exchange Commission (the “Guidance”) permitting us to adjust the conversion rate in certain instances without regard to the conversion rate cap
and to make the 2015 Notes convertible into certain reference property in accordance with certain reclassifications, business combinations, asset
sales and corporate events by us without regard to the conversion rate cap, we will make such adjustments without regard to the conversion rate
cap and will also, to the extent that we make any such adjustment without regard to the conversion rate cap pursuant to the Guidance, adjust the
conversion rate cap accordingly. We will use our commercially reasonable efforts to obtain such Guidance as promptly as practicable.
Prior to obtaining the Guidance, we will not engage in certain transactions that would result in an adjustment to the conversion rate increasing
the conversion rate beyond what it would have been in the absence of such transaction unless we have engaged in a reverse stock split or share
combination transaction such that in our reasonable best estimation, the conversion rate following the adjustment for such transaction will not be
any closer to the conversion rate cap than it would have been in the absence of such transaction.
Upon conversion, unless a holder converts after a record date for an interest payment but prior to the corresponding interest payment date, the
holder will receive a separate cash payment with respect to the notes surrendered for conversion representing accrued and unpaid interest to, but
not including, the conversion date. Any such payment will be made on the settlement date applicable to the relevant conversion on the Senior
Convertible Notes.
No holder of Senior Convertible Notes will be entitled to receive shares of our common stock upon conversion to the extent (but only to the
extent) that such receipt would cause such converting holder to become, directly or indirectly, a beneficial owner (within the meaning of
Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder) of more than 5.0% of the shares of
our common stock outstanding at such time. The 5.0% limitation shall no longer apply following the effective date of any fundamental change.
We will not issue any shares in connection with the conversion or redemption of the Senior Convertible Notes which would equal or exceed 20%
of the shares outstanding at the time of the transaction in accordance with NASDAQ rules.
Subject to certain exceptions, holders may require us to repurchase, for cash, all or part of their Senior Convertible Notes upon a fundamental
change at a price equal to 100% of the principal amount of the Senior Convertible Notes being repurchased plus any accrued and unpaid interest
up to, but excluding, the fundamental change repurchase date. In addition, upon a fundamental change that constitutes a non-stock change of
control we will also pay holders an amount in cash equal to the present value of all remaining
80
interest payments (without duplication of the foregoing amounts) on such Senior Convertible Notes through and including the maturity date.
In connection with the issuance of the Senior Convertible Notes, we incurred $39,558 of fees which are being amortized over the terms of the
notes, of which $27,824 remains to be amortized and is included within deferred financing costs on the Consolidated Statements of Assets and
Liabilities as of June 30, 2014 .
During the years ended June 30, 2014 , 2013 and 2012 , we recorded $58,042 , $45,880 and $22,197 , respectively, of interest costs and
amortization of financing costs on the Senior Convertible Notes as interest expense.
Senior Unsecured Notes
On May 1, 2012, we issued $100,000 aggregate principal amount of senior unsecured notes that mature on November 15, 2022 (the “2022
Notes”). The 2022 Notes bear interest at a rate of 6.95% per year, payable quarterly on February 15, May 15, August 15 and November 15 of
each year, beginning August 15, 2012. Total proceeds from the issuance of the 2022 Notes, net of underwriting discounts and offering costs,
were $97,000.
On March 15, 2013, we issued $250,000 aggregate principal amount of senior unsecured notes that mature on March 15, 2023 (the “2023
Notes”). The 2023 Notes bear interest at a rate of 5.875% per year, payable semi-annually on March 15 and September 15 of each year,
beginning September 15, 2013. Total proceeds from the issuance of the 2023 Notes, net of underwriting discounts and offering costs, were
$245,885.
On April 7, 2014, we issued $300,000 aggregate principal amount of senior unsecured notes that mature on July 15, 2019 (the “5.00% 2019
Notes”). Included in the issuance is $45,000 of Prospect Capital InterNotes® that were exchanged for the 5.00% 2019 Notes. The 5.00% 2019
Notes bear interest at a rate of 5.00% per year, payable semi-annually on January 15 and July 15 of each year, beginning July 15, 2014. Total
proceeds from the issuance of the 5.00% 2019 Notes, net of underwriting discounts and offering costs, were $250,775.
The 2022 Notes, the 2023 Notes and the 5.00% 2019 Notes (collectively, the “Senior Unsecured Notes”) are direct unsecured obligations and
rank equally with all of our unsecured senior indebtedness from time to time outstanding.
In connection with the issuance of the Senior Unsecured Notes, we incurred $11,358 of fees which are being amortized over the term of the
notes, of which $10,297 remains to be amortized and is included within deferred financing costs on the Consolidated Statements of Assets and
Liabilities as of June 30, 2014 .
During the years ended June 30, 2014 , 2013 and 2012 , we recorded $25,988 , $11,672 and $1,178 , respectively, of interest costs and
amortization of financing costs on the Senior Unsecured Notes as interest expense.
Prospect Capital InterNotes ®
On February 16, 2012, we entered into a Selling Agent Agreement (the “Selling Agent Agreement”) with Incapital LLC, as purchasing agent for
our issuance and sale from time to time of up to $500,000 of Prospect Capital InterNotes ® (the “InterNotes ® Offering”), which was increased
to $1,500,000 in May 2014. Additional agents may be appointed by us from time to time in connection with the InterNotes ® Offering and
become parties to the Selling Agent Agreement.
These notes are direct unsecured senior obligations and rank equally with all of our unsecured senior indebtedness outstanding. Each series of
notes will be issued by a separate trust. These notes bear interest at fixed interest rates and offer a variety of maturities no less than twelve
months from the original date of issuance.
81
During the year ended June 30, 2014 , we issued $473,762 aggregate principal amount of our Prospect Capital InterNotes ® for net proceeds of
$465,314 . These notes were issued with stated interest rates ranging from 3.75% to 6.75% with a weighted average interest rate of 5.12% .
These notes mature between October 15, 2016 and October 15, 2043 . Below is a summary of the Prospect Capital InterNotes® issued during the
year ended June 30, 2014 :
Tenor at
Origination
(in years)
3
3.5
4
5
5.5
6.5
7
7.5
10
12
15
18
20
25
30
$
$
Principal
Amount
Interest Rate
Range
Weighted
Average
Interest Rate
5,710
3,149
45,751
217,915
43,820
1,800
62,409
1,996
23,850
2,978
2,495
4,062
2,791
34,886
20,150
473,762
4.00%
4.00%
3.75%–4.00%
4.25%–5.00%
4.75%–5.00%
5.50%
5.25%–5.75%
5.75%
5.75%–6.50%
6.00%
6.00%
6.00%–6.25%
6.00%
6.25%–6.50%
6.50%–6.75%
4.00 %
4.00 %
3.92 %
4.91 %
4.77 %
5.50 %
5.44 %
5.75 %
5.91 %
6.00 %
6.00 %
6.21 %
6.00 %
6.39 %
6.60 %
Maturity Date Range
October 15, 2016
April 15, 2017
November 15, 2017 – May 15, 2018
July 15, 2018 – August 15, 2019
February 15, 2019 – August 15, 2019
February 15, 2020
July 15, 2020 – May 15, 2021
February 15, 2021
January 15, 2024 – May 15, 2024
November 15, 2025 – December 15, 2025
August 15, 2028 – November 15, 2028
July 15, 2031 – August 15, 2031
September 15, 2033 – October 15, 2033
August 15, 2038 – May 15, 2039
July 15, 2043 – October 15, 2043
During the year ended June 30, 2013 , we issued $343,139 aggregate principal amount of our Prospect Capital InterNotes ® for net proceeds of
$334,244 . These notes were issued with stated interest rates ranging from 3.28% to 6.625% with a weighted average interest rate of 5.59% .
These notes mature between July 15, 2019 and June 15, 2043 . Below is a summary of the Prospect Capital InterNotes® issued during the year
ended June 30, 2013 :
Tenor at
Origination
(in years)
7
10
15
18
20
30
$
$
Principal
Amount
Interest Rate
Range
4.00%–6.45%
190,937
3.28%–3.78%
1,489
15,000
5.00%
22,157 4.125%–6.00%
3,106 5.625%–5.75%
110,450 5.50%–6.625%
343,139
Weighted
Average
Interest Rate
5.35 %
3.37 %
5.00 %
5.34 %
5.70 %
6.15 %
82
Maturity Date Range
July 15, 2019 – June 15, 2020
March 15, 2023 – April 15, 2023
May 15, 2028 – June 15, 2028
December 15, 2030 – June 15, 2031
November 15, 2032 – December 15, 2032
November 15, 2042 – June 15, 2043
In connection with the issuance of the 5.00% 2019 Notes, $45,000 of previously-issued Prospect Capital InterNotes® were exchanged for the
5.00% 2019 Notes. During the year ended June 30, 2014 , we repaid $6,869 aggregate principal amount of our Prospect Capital InterNotes® in
accordance with the Survivor’s Option, as defined in the InterNotes® Offering prospectus. Below are the Prospect Capital InterNotes®
outstanding as of June 30, 2014 :
Tenor at
Origination
(in years)
3
3.5
4
5
5.5
6.5
7
7.5
10
12
15
18
20
25
30
$
$
Principal
Amount
Interest Rate
Range
4.00%
5,710
4.00%
3,149
3.75%–4.00%
45,751
4.25%–5.00%
212,915
5.00%
3,820
5.50%
1,800
4.00%–6.55%
256,903
5.75%
1,996
3.23%–7.00%
41,952
6.00%
2,978
17,465
5.00%–6.00%
25,435 4.125%–6.25%
5,847 5.625%–6.00%
6.25%–6.50%
34,886
5.50%–6.75%
125,063
785,670
Weighted
Average
Interest Rate
4.00 %
4.00 %
3.92 %
4.92 %
5.00 %
5.50 %
5.39 %
5.75 %
6.18 %
6.00 %
5.14 %
5.49 %
5.85 %
6.39 %
6.22 %
Below are the Prospect Capital InterNotes® outstanding as of June 30, 2013 :
Maturity Date Range
October 15, 2016
April 15, 2017
November 15, 2017 – May 15, 2018
July 15, 2018 – August 15, 2019
February 15, 2019
February 15, 2020
June 15, 2019 – May 15, 2021
February 15, 2021
March 15, 2022 – May 15, 2024
November 15, 2025 – December 15, 2025
May 15, 2028 – November 15, 2028
December 15, 2030 – August 15, 2031
November 15, 2032 – October 15, 2033
August 15, 2038 – May 15, 2039
November 15, 2042 – October 15, 2043
Tenor at
Origination
(in years)
7
10
15
18
20
30
$
$
Principal
Amount
Interest Rate
Range
4.00%–6.55%
194,937
3.28%–7.00%
18,127
15,000
5.00%
22,157 4.125%–6.00%
3,106 5.625%–5.75%
110,450 5.50%–6.625%
363,777
Weighted
Average
Interest Rate
5.37 %
6.56 %
5.00 %
5.34 %
5.70 %
6.15 %
Maturity Date Range
June 15, 2019 – June 15, 2020
March 15, 2022 – April 15, 2023
May 15, 2028 – June 15, 2028
December 15, 2030 – June 15, 2031
November 15, 2032 – December 15, 2032
November 15, 2042 – June 15, 2043
In connection with the issuance of the Prospect Capital InterNotes ® , we incurred $20,235 of fees which are being amortized over the term of the
notes, of which $18,889 remains to be amortized and is included within deferred financing costs on the Consolidated Statements of Assets and
Liabilities as of June 30, 2014 .
During the years ended June 30, 2014 , 2013 and 2012 , we recorded $33,857 , $9,707 and $276 , respectively, of interest costs and amortization
of financing costs on the Prospect Capital InterNotes ® as interest expense.
Net Asset Value
During the year ended June 30, 2014 , we issued $1,045,856 of additional equity, net of underwriting and offering costs, by issuing 94,789,672
shares of our common stock. The following table shows the calculation of net asset value per share as of June 30, 2014 and June 30, 2013 :
Net assets
Shares of common stock issued and outstanding
Net asset value per share
$
$
3,618,182 $
342,626,637
10.56 $
2,656,494
247,836,965
10.72
June 30, 2014
June 30, 2013
83
Results of Operations
Net increase in net assets resulting from operations for the years ended June 30, 2014 , 2013 and 2012 was $319,020 , $220,856 and $190,904 ,
respectively, representing $1.06 , $1.07 and $1.67 per weighted average share, respectively. During the year ended June 30, 2014 , the decrease
is primarily due to a $32,300, or $0.38 per weighted average share, decline in net investment income primarily due to a decrease in dividend
income from our investment in Energy Solutions, a decrease in the average rate of interest earned on investments, a decline in structuring fee
income (during the quarter ended June 30, 2014) and an increase in interest expense due to additional debt financing. (See "Investment Income"
for further discussion of dividend and structuring fee income.) The decline in net investment income is partially offset by a $65,865, or $0.37 per
weighted average share, favorable decrease in our net realized losses and net change in unrealized depreciation on investments. (See "Net
Realized Losses and Net Decrease in Net Assets from Changes in Unrealized Depreciation" for further discussion.)
While we seek to maximize gains and minimize losses, our investments in portfolio companies can expose our capital to risks greater than those
we may anticipate. These companies are typically not issuing securities rated investment grade, have limited resources, have limited operating
history, have concentrated product lines or customers, are generally private companies with limited operating information available and are
likely to depend on a small core of management talents. Changes in any of these factors can have a significant impact on the value of the
portfolio company.
Investment Income
We generate revenue in the form of interest income on the debt securities that we own, dividend income on any common or preferred stock that
we own, and fees generated from the structuring of new deals. Our investments, if in the form of debt securities, will typically have a term of one
to ten years and bear interest at a fixed or floating rate. To the extent achievable, we will seek to collateralize our investments by obtaining
security interests in our portfolio companies’ assets. We also may acquire minority or majority equity interests in our portfolio companies, which
may pay cash or in-kind dividends on a recurring or otherwise negotiated basis. In addition, we may generate revenue in other forms including
prepayment penalties and possibly consulting fees. Any such fees generated in connection with our investments are recognized as earned.
Investment income, which consists of interest income, including accretion of loan origination fees and prepayment penalty fees, dividend income
and other income, including settlement of net profits interests, overriding royalty interests and structuring fees, was $712,291 , $576,336 and
$320,910 for the years ended June 30, 2014 , 2013 and 2012 , respectively. During the year ended June 30, 2014 , the increase in investment
income is primarily the result of a larger income producing portfolio. During the year ended June 30, 2013 , the increase in investment income is
primarily the result of a larger income producing portfolio, increased structuring, advisory and amendment fees from the deployment of
additional capital in revenue-producing assets, make-whole fees from Energy Solutions for early repayment of our outstanding loan, and
increased dividends received from Energy Solutions and R-V.
The following table describes the various components of investment income and the related levels of debt investments:
Interest income
Dividend income
Other income
Total investment income
2014
613,741
26,837
71,713
712,291
$
$
$
Year Ended June 30,
2013
435,455
82,705
58,176
576,336
$
$
$
2012
219,536
64,881
36,493
320,910
Average debt principal of performing investments
$ 4,886,846
$ 2,878,421
$ 1,466,703
Weighted average interest rate earned on performing assets
12.56 %
15.13 %
14.97 %
Average interest income producing assets have increased from $1,466,703 for the year ended June 30, 2012 to $2,878,421 for the year ended
June 30, 2013 to $4,886,846 for the year ended June 30, 2014 . The average yield on interest bearing performing assets decreased from 15.1%
for the year ended June 30, 2013 to 12.6% for the year ended June 30, 2014 . The decrease in annual returns during the comparable period is
primarily due to a decline in prepayment penalty income driven by a $14,731 decrease in the make-whole fees we received from Energy
Solutions. The decrease in our current yield is primarily due to originations at lower rates than our average existing portfolio yield. Excluding the
adjustment for make-whole fees our annual return would have been 14.1% for the year ended June 30, 2013 .
84
Investment income is also generated from dividends and other income. Dividend income decreased from $82,705 for the year ended June 30,
2013 to $26,837 for the year ended June 30, 2014 . The decrease in dividend income is primarily attributed to a $53,820 decrease in the level of
dividends received from our investment in Energy Solutions. The sale of Gas Solutions by Energy Solutions resulted in significant earnings and
profits, as defined by the Internal Revenue Code, at Energy Solutions for calendar year 2012. As a result, distributions from Energy Solutions to
us were recognized as dividend income, in accordance with ASC 946, Financial Services—Investment Companies , as cash distributions are
received from Energy Solutions to the extent there are earnings and profits sufficient to support such recognition. As a result, we received
dividends from Energy Solutions of $53,820 during the year ended June 30, 2013 . No such dividends were received during the year ended June
30, 2014 related to our investment in Energy Solutions. The decrease in dividend income is also attributed to a $23,361 decrease in the level of
dividends received from our investment in R-V. We received dividends from R-V of $1,100 and $24,462 during the years ended June 30, 2014
and 2013 , respectively. The $24,462 of dividends received from R-V during the year ended June 30, 2013 include a $11,073 distribution as part
of R-V’s recapitalization in November 2012 for which we provided an additional $9,500 of senior secured financing. The decrease in dividend
income is further attributed to a $2,945 decrease in dividends received from our investment in American Gilsonite Company ("AGC"). We
received dividends of $2,945 from AGC during the year ended June 30, 2013 . No such dividends were received during the year ended June 30,
2014 related to our investment in AGC. The decrease in dividend income was partially offset by dividends of $12,000, $4,841 and $5,000
received from our investments in AIRMALL, Credit Central and Nationwide, respectively, during the year ended June 30, 2014 . The dividends
received from Credit Central and Nationwide include distributions as part of follow-on financings in March 2014 for which we provided an
additional $6,500 of financing, as discussed above. No dividends were received from AIRMALL, Credit Central or Nationwide during the year
ended June 30, 2013 .
Dividend income increased from $64,881 for the year ended June 30, 2012 to $82,705 for the year ended June 30, 2013. This $17,824 increase in
dividend income is primarily attributed to an increase in the level of dividends received from our investments in Energy Solutions and R-V due
to increased profits generated by the portfolio companies. We received dividends from Energy Solutions of $53,820 and $47,850 during the
years ended June 30, 2013 and June 30, 2012, respectively. The sale of Gas Solutions by Energy Solutions has resulted in significant earnings
and profits, as defined by the Internal Revenue Code, at Energy Solutions for calendar year 2012. We received dividends from R-V of $24,462
and $283 during the years ended June 30, 2013 and June 30, 2012, respectively. The $24,462 of dividends received from R-V during the year
ended June 30, 2013 include a $11,073 distribution as part of R-V’s recapitalization in November 2012 for which we provided an additional
$9,500 of senior secured financing. The increases in dividend income from our investments in Energy Solutions and R-V were offset by a
reduction in dividends received from NRG. We received dividends from NRG of $15,011 during the year ended June 30, 2012. There were no
dividends from NRG received during the year ended June 30, 2013 as NRG has been sold.
Other income has come primarily from structuring fees, overriding royalty interests, and settlement of net profits interests. Income from other
sources increased from $58,176 for the year ended June 30, 2013 to $71,713 for the year ended June 30, 2014 . The increase is primarily due to a
$4,998 increase in structuring fees, $5,825 of legal cost reimbursement from a litigation settlement which had been expensed in prior years, and
a $1,771 increase in royalty interests from our controlled investments, particularly APH, Credit Central, First Tower, Nationwide, NPH and
UPH. During the years ended June 30, 2014 and 2013 , we recognized structuring fees of $57,697 and $52,699, respectively, from new
originations, restructurings and follow-on investments. Included within the $57,697 of structuring fees recognized during the year ended June 30,
2014 is an $8,000 fee from First Tower Delaware related to the renegotiation and expansion of First Tower’s third party revolver for which a fee
was received in December 2013. The remaining $49,697 of structuring fees recognized during the year ended June 30, 2014 resulted from
follow-on investments and new originations, primarily from our investments in Echelon, Harbortouch, IWCO and Matrixx.
Income from other sources increased from $36,493 for the year ended June 30, 2012 to $58,176 for the year ended June 30, 2013. The increase is
primarily due to $52,699 of structuring fees recognized during the year ended June 30, 2013 primarily from our investments in APH, Arctic
Glacier, Broder, InterDent, Progrexion, Ryan, TransPlace, USC and Wolf, in comparison to $26,443 of structuring fees recognized during the
year ended June 30, 2012. The increase in structuring fees is partially offset by a decrease in advisory fees recognized during the year ended June
30, 2013 from our investments in Energy Solutions and NRG. We received $8,783 of advisory fees from Energy Solutions and NRG during the
year ended June 30, 2012. No such fee was received during the year ended June 30, 2013. The remaining increase is primarily due to $4,122 of
royalty income recognized during the year ended June 30, 2013 primarily from First Tower and Wolf, in comparison to $224 of royalty income
recognized during the year ended June 30, 2012.
85
While we were in discussions with the SEC regarding consolidation, we elected to suspend our debt and equity raising activities for the
remainder of the quarter and continuing through the filing of this Form 10-K. This curtailment of capital raising activities suppressed our levels
of origination and growth in the fourth quarter of the fiscal year ended June 30, 2014. While structuring fees increased from the fiscal year
ended June 30, 2013 to the fiscal year ended June 30, 2014, the reduction in originations in the quarter ended June 30, 2014 suppressed our level
of structuring fees recognized and reduced our earnings for the quarter. Originations were $1,343,356 in the quarter ended March 31, 2014
versus $444,104 in the quarter ended June 30, 2014 . As a result, structuring fees fell from $24,659 in the quarter ended March 31, 2014 to
$5,026 in the quarter ended June 30, 2014 .
Operating Expenses
Our primary operating expenses consist of investment advisory fees (base management and income incentive fees), borrowing costs, legal and
professional fees and other operating and overhead-related expenses. These expenses include our allocable portion of overhead under the
Administration Agreement with Prospect Administration under which Prospect Administration provides administrative services and facilities for
us. Our investment advisory fees compensate Prospect Capital Management (the “Investment Adviser”) for its work in identifying, evaluating,
negotiating, closing and monitoring our investments. We bear all other costs and expenses of our operations and transactions. Operating
expenses were $355,068 , $251,412 and $134,226 for the years ended June 30, 2014 , 2013 and 2012 , respectively.
The base management fee was $108,990 , $69,800 and $35,836 for the years ended June 30, 2014 , 2013 and 2012 , respectively. The increases
are directly related to our growth in total assets. For the years ended June 30, 2014 , 2013 and 2012 , we incurred $89,306 , $81,231 and $46,671
of income incentive fees, respectively. These increases are driven by corresponding increases in pre-incentive fee net investment income from
$233,355 for the year ended June 30, 2012 to $406,155 for the year ended June 30, 2013 to $446,529 for the year ended June 30, 2014 ,
primarily due to an increase in interest income from a larger asset base. No capital gains incentive fee has yet been incurred pursuant to the
Investment Advisory Agreement.
During the years ended June 30, 2014 , 2013 and 2012 , we incurred $130,103 , $76,341 and $38,534 , respectively, of expenses related to our
Revolving Credit Facility, Senior Convertible Notes, Senior Unsecured Notes and Prospect Capital InterNotes® (collectively, our "Senior
Notes"). These expenses are related directly to the leveraging capacity put into place for each of those periods and the levels of indebtedness
actually undertaken in those periods. The table below describes the various expenses of our Senior Notes and the related indicators of leveraging
capacity and indebtedness during these periods.
Interest on borrowings
Amortization of deferred financing costs
Accretion of discount on Senior Unsecured Notes
Facility commitment fees
Total interest and credit facility expenses
2014
111,900
11,491
156
6,556
130,103
$
$
$
$
Year Ended June 30,
2013
62,657
8,232
50
5,402
76,341
$
$
2012
27,346
8,511
—
2,677
38,534
Average principal debt outstanding
Weighted average stated interest rate on borrowings(1)
Weighted average interest rate on borrowings(2)
Revolving Credit Facility amount at beginning of year
$ 1,982,054
$ 1,066,368
$
502,038
5.65 %
6.23 %
5.88 %
6.65 %
5.45 %
7.14 %
$
552,500
$
492,500
$
325,000
(1) Includes only the stated interest expense.
(2) Includes the stated interest expense, amortization of deferred financing costs, accretion of discount on Senior Unsecured Notes and commitment fees on the
undrawn portion of our Revolving Credit Facility.
The increase in interest expense for the year ended June 30, 2014 is primarily due to the issuance of additional Prospect Capital InterNotes®, the
2019 Notes, the 5.00% 2019 Notes, the 2020 Notes, and the 2023 Notes for which we incurred an incremental $49,101 of collective interest
expense, respectively. The weighted average interest rate on borrowings (excluding amortization, accretion and undrawn facility fees) decreased
from 5.88% for the year ended June 30, 2013 to 5.65% for the year ended June 30, 2014 . This decrease is primarily due to issuances of debt at
lower coupon rates. For example, the weighted average interest rate on our Prospect Capital InterNotes® decreased from 5.65% as of June 30,
2013 to 5.38% as of June 30, 2014 .
86
The allocation of overhead expense from Prospect Administration was $14,373 , $8,737 and $6,848 for the years ended June 30, 2014 , 2013 and
2012 , respectively. As our portfolio continues to grow, we expect Prospect Administration to continue to increase the size of its administrative
and financial staff. During the years ended June 30, 2014, 2013 and 2012, Prospect Administration received payments of $7,582, $1,394, and
$1,092 directly from our controlled portfolio companies for legal, tax and portfolio level accounting services. We were given a credit for these
payments as a reduction of the administrative services cost payable by us to Prospect Administration. Had Prospect Administration not received
these payments, Prospect Administration's charges for its administrative services would have increased by these amounts.
Excise tax decreased from an expense of $6,500 for the year ended June 30, 2013 to a benefit of $4,200 for the year ended June 30, 2014 . As of
June 30, 2013 , we accrued $5,000 as an estimate of the excise tax due for continuing to retain a portion of our annual taxable income for the
calendar year ended December 31, 2013. We previously paid $4,500 for the undistributed ordinary income retained at December 31, 2012.
During the year ended June 30, 2014 , we amended our excise tax returns resulting in the $4,200 reversal of previously recognized expense and
we recorded a $2,200 prepaid asset for the amount our $4,500 excise tax payment exceeded the excise tax liability estimated through June 30,
2014 . There was no excise tax expense for the year ended June 30, 2012 .
Total operating expenses, net of investment advisory fees, interest and credit facility expenses, allocation of overhead from Prospect
Administration and excise tax (“Other Operating Expenses”) were $16,496 , $8,803 and $6,337 for the years ended June 30, 2014 , 2013 and
2012 , respectively. The increase of $7,693 during the year ended June 30, 2014 is primarily due to an increase in our investor relations expense
which is included within other general and administrative expenses. Investor relations expense increased due to increased proxy costs incurred
for our larger investor base. The increase of $2,466 during the year ended June 30, 2013 is primarily the result of a $1,000 insurance claim
settlement for legal fees expensed in previous periods which reduced legal fees in the year ended June 30, 2012.
Net Investment Income
Net investment income was $357,223 , $324,924 and $186,684 for the years ended June 30, 2014 , 2013 and 2012 , respectively ( $1.19 , $1.57
and $1.63 per weighted average share, respectively). The $32,299 increase during the year ended June 30, 2014 is primarily the result of a
$135,955 increase in investment income partially offset by a $103,656 increase in operating expenses. The $0.38 per weighted average share
decrease in net investment income for the year ended June 30, 2014 is primarily due to a $0.31 per weighted average share decrease in dividend
income primarily due to a decline in the level of dividends received from our investment in Energy Solutions. The $138,240 increase in net
investment income during the year ended June 30, 2013 is primarily the result of a $255,426 increase in investment income partially offset by a
$117,186 increase in operating expenses. The $0.06 per weighted average share decrease in net investment income for the year ended June 30,
2013 is primarily due to an increase in excise taxes and higher levels of cash awaiting deployment. (Refer to "Investment Income" and
"Operating Expenses" above for further discussion.)
Net Realized Gains (Losses)
Net realized gains (losses) were $(3,346) , $(26,234) and $36,588 for the years ended June 30, 2014 , 2013 and 2012 , respectively. The net
realized loss during the year ended June 30, 2014 was due primarily to realized losses of $7,853 and $1,669 related to the sale of our investments
in NBS and ICON, respectively. These losses were partially offset by a distribution of $3,252 related to our investment in NRG for which we
realized a gain of the same amount; a $1,183 gain realized when the subordinated notes from Apidos CLO VIII were called in October 2013;
$954 gains received from the release of escrowed amounts due to us from several portfolio companies; and $762 gains realized on sales of other
investments described above in "Portfolio Investment Activity."
The net realized loss for the year ended June 30, 2013 was primarily due to the sale of New Meatco Provisions, LLC (realized loss of $10,814),
the other-than-temporary impairment of ICS (realized loss of $12,117) and restructuring of the H&M debt in conjunction with the foreclosure on
the assets of H&M (realized loss of $19,647). These losses were partially offset by net realized gains from the sale of our assets in Wolf Energy
(realized gain of $11,826), assets formerly held by H&M, and distributions received from our escrow receivable account, primarily NRG
(realized gains of $3,252).
Net Decrease in Net Assets from Changes in Unrealized Depreciation
Net decrease in net assets from changes in unrealized depreciation was $34,857 , $77,834 and $32,368 for the years ended June 30, 2014 , 2013
and 2012 , respectively. The variability in results is primarily due to the valuation of equity positions in our portfolio susceptible to significant
changes in value, both increases as well as decreases, due to operating results. For the year ended June 30, 2014 , the $34,857 net change in
unrealized deprecation was driven by significant write-down of our investment in NCT, which filed for bankruptcy in June 2014. As we hold a
second lien position and do not expect liquidation proceeds to exceed the first lien liability, we decreased the fair value of our debt investment in
NCT to zero. We also experienced significant write-downs in
87
our investments in AIRMALL, Ajax, Gulf Coast and Valley Electric. These instances of unrealized depreciation were partially offset by
unrealized appreciation related to CP Well, First Tower, Harbortouch and our CLO equity investments. During the year ended June 30, 2014 ,
we partially sold our debt investment in ICON at a discount and realized a loss of $1,669, reducing the amount previously recorded as unrealized
depreciation. Included within the change in net unrealized appreciation for the year ended June 30, 2014 is $1,669 of unrealized appreciation
resulting from the partial sale of ICON recognized as a realized loss.
For the year ended June 30, 2013 , the $77,834 decrease in net assets from the net change in unrealized depreciation was driven by a reduction in
the fair value of our investments in Ajax, Boxercraft and First Tower because of changes in current market conditions; and Energy Solutions for
which we received $19,543 of make-whole fees for early repayment of the outstanding loan and distributions of $53,820 during the year, which
were recorded as interest and dividend income, respectively, reducing the amount previously recorded as unrealized appreciation. These
instances of unrealized depreciation were partially offset by the elimination of the unrealized depreciation resulting from the H&M foreclosure
mentioned above.
Financial Condition, Liquidity and Capital Resources
For the years ended June 30, 2014 , 2013 and 2012 , our operating activities used $1,725,387 , $1,786,208 and $229,415 of cash, respectively.
There were no investing activities for the years ended June 30, 2014 , 2013 and 2012 . Financing activities provided $1,656,376 , $1,868,250 and
$289,214 of cash during the years ended June 30, 2014 , 2013 and 2012 , respectively, which included dividend payments of $377,070 ,
$242,301 and $127,564 , respectively.
Our primary uses of funds have been to continue to invest in portfolio companies, through both debt and equity investments, repay outstanding
borrowings and to make cash distributions to holders of our common stock.
Our primary sources of funds have been issuances of debt and equity. We have and may continue to fund a portion of our cash needs through
borrowings from banks, issuances of senior securities or secondary offerings. We may also securitize a portion of our investments in unsecured
or senior secured loans or other assets. Our objective is to put in place such borrowings in order to enable us to expand our portfolio. During the
year ended June 30, 2014 , we borrowed $1,078,500 and made repayments totaling $1,110,500 under our Revolving Credit Facility. As of
June 30, 2014 , we had $92,000 outstanding on our Revolving Credit Facility, $1,247,500 outstanding on our Senior Convertible Notes, Senior
Unsecured Notes with a carrying value of $647,881 and $785,670 outstanding on our Prospect Capital InterNotes ® . (See "Capitalization"
above.)
Undrawn committed revolvers to our portfolio companies incur commitment fees ranging from 0.00% to 2.00%. As of June 30, 2014 and
June 30, 2013 , we have $143,597 and $202,518 of undrawn revolver commitments to our portfolio companies, respectively.
Our Board of Directors, pursuant to the Maryland General Corporation Law, executed Articles of Amendment to increase the number of shares
authorized for issuance from 500,000,000 to 1,000,000,000 in the aggregate. The amendment became effective May 6, 2014.
On October 15, 2013, our Registration Statement on Form N-2 was declared effective by the SEC. Under this Shelf Registration Statement, we
can issue up to $3,691,792 of additional debt and equity securities in the public market as of June 30, 2014 .
We also continue to generate liquidity through public and private stock offerings.
On May 8, 2013, we entered into an ATM Program with BB&T Capital Markets, BMO Capital Markets, and KeyBanc Capital Markets through
which we could sell, by means of at-the-market offerings from time to time, up to 45,000,000 shares of our common stock. During the period
from July 5, 2013 to August 21, 2013, we sold 9,818,907 shares of our common stock at an average price of $10.97 per share, and raised
$107,725 of gross proceeds, under the ATM Program. Net proceeds were $106,654 after commissions to the broker-dealer on shares sold and
offering costs.
On August 22, 2013, we entered into an ATM Program with BMO Capital Markets, Goldman Sachs, KeyBanc Capital Markets, and RBC
Capital Markets through which we could sell, by means of at-the-market offerings from time to time, up to 45,000,000 shares of our common
stock. During the period from August 29, 2013 to November 4, 2013, we sold 24,127,242 shares of our common stock at an average price of
$11.28 per share, and raised $272,114 of gross proceeds, under the ATM Program. Net proceeds were $268,997 after commissions to the broker-
dealer on shares sold and offering costs.
On November 5, 2013, we entered into an ATM Program with Barclays Capital, Goldman Sachs, KeyBanc Capital Markets, and RBC Capital
Markets through which we could sell, by means of at-the-market offerings from time to time, up to 50,000,000 shares of our common stock.
During the period from November 12, 2013 to February 5, 2014 , we sold 27,301,889 shares of our common stock at an average price of $11.25
per share, and raised $307,045 of gross proceeds, under the ATM Program. Net proceeds were $303,540 after commissions to the broker-dealer
on shares sold and offering costs.
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On February 4, 2014, we entered into an ATM Program with BMO Capital Markets, BNP Paribas, Goldman Sachs, KeyBanc Capital Markets,
and UBS Investment Bank through which we could sell, by means of at-the-market offerings from time to time, up to 50,000,000 shares of our
common stock. During the period from February 10, 2014 to April 9, 2014, we sold 21,592,715 shares of our common stock at an average price
of $11.08 per share, and raised $239,305 of gross proceeds, under the ATM Program. Net proceeds were $236,904 after commissions to the
broker-dealer on shares sold and offering costs.
On April 9, 2014, we entered into an ATM Program with Barclays Capital through which we could sell, by means of at-the-market offerings
from time to time, up to 20,000,000 shares of our common stock. During the period from April 15, 2014 to May 2, 2014, we sold 5,213,900
shares of our common stock at an average price of $10.93 per share, and raised $56,995 of gross proceeds, under the ATM Program. Net
proceeds were $56,357 after commissions to the broker-dealer on shares sold and offering costs. There have been no issuances under the ATM
Program subsequent to June 30, 2014 .
Off-Balance Sheet Arrangements
As of June 30, 2014 , we did not have any off-balance sheet liabilities or other contractual obligations that are reasonably likely to have a current
or future material effect on our financial condition, other than those which originate from 1) the investment advisory and management agreement
and the administration agreement and 2) the portfolio companies.
Recent Developments
On July 11, 2014, we increased total commitments to our Revolving Credit Facility by $10,000 to $867,500 in the aggregate.
On July 22, 2014, Injured Workers Pharmacy, LLC repaid the $22,678 loan receivable to us.
On July 23, 2014, Correctional Healthcare Holding Company, Inc. repaid the $27,100 loan receivable to us.
On July 23, 2014, we increased total commitments to our Revolving Credit Facility by $10,000 to $877,500 in the aggregate.
On July 24, 2014, we issued 98,503 shares of our common stock in connection with the dividend reinvestment plan.
On July 28, 2014, Tectum Holdings, Inc. repaid the $10,000 loan receivable to us.
On August 1, 2014, we sold our investments in AMU Holdings Inc. and Airmall Inc. for net proceeds of $51,379. In addition, there is $6,000
being held in escrow, of which 98% is due to Prospect, which will be recognized if and when received.
On August 5, 2014, we made an investment of $39,105 to purchase 70.94% of the subordinated notes in CIFC Funding 2014-IV, Ltd.
On August 13, 2014, we provided $210,000 of senior secured financing, of which $200,000 was funded at closing, to support the recapitalization
of Trinity Services Group, Inc., a leading food services company in the H.I.G. Capital portfolio.
On August 14, 2014, we announced the then current conversion rate on the 2018 Notes as 83.6661 shares of common stock per $1 principal
amount of the 2018 Notes converted, which is equivalent to a conversion price of approximately $11.95.
On August 21, 2014, we issued 129,435 shares of our common stock in connection with the dividend reinvestment plan.
On August 22, 2014, Byrider Systems Acquisition Corp. repaid the $11,177 loan receivable to us.
On August 22, 2014, Capstone Logistics, LLC repaid the $189,941 loan receivable to us.
On August 22, 2014, TriMark USA, LLC repaid the $10,000 loan receivable to us.
Critical Accounting Policies and Estimates
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with United States generally accepted accounting
principles (“GAAP”) and pursuant to the requirements for reporting on Form 10-K, ASC 946, Financial Services—Investment Companies
(“ASC 946”), and Articles 6 and 12 of Regulation S-X. The financial results of our portfolio investments are not consolidated in the financial
statements.
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Reclassifications
Certain reclassifications have been made in the presentation of prior consolidated financial statements and accompanying notes to conform to the
presentation as of and for the year ended June 30, 2014 .
Use of Estimates
The preparation of the consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of income, expenses, and
gains and losses during the reported period. Changes in the economic environment, financial markets, creditworthiness of our portfolio
companies and any other parameters used in determining these estimates could cause actual results to differ, and these differences could be
material.
Basis of Consolidation
Under the 1940 Act, the regulations pursuant to Article 6 of Regulation S-X and ASC 946, we are precluded from consolidating any entity other
than another investment company or an operating company which provides substantially all of its services to benefit us. Our consolidated
financial statements include our accounts and the accounts of PCF and PSBL, our wholly-owned, closely-managed subsidiaries that are also
investment companies. All intercompany balances and transactions have been eliminated in consolidation.
On May 6, 2014, we announced in our filing on Form 10-Q for the quarter ended March 31, 2014 that the SEC Staff had asserted certain of our
wholly-owned holding companies were investment companies, such companies were required to be consolidated in our historical financial
results and financial position, and restatement of such financial statements was needed. At that time, we disclosed that we disagreed with the
views of the SEC Staff and wished to appeal the conclusion through the Office of the Chief Accountant. On June 10, 2014, based on those
discussions with the Office of the Chief Accountant, we concluded the following:
• Our historical non-consolidation of wholly-owned and substantially wholly-owned holding companies did not require restatement of
our prior period financial statements.
• Upon our adoption of ASU 2013-08 for the fiscal year ended June 30, 2015, we will begin consolidating on a prospective basis certain
of our wholly-owned and substantially wholly-owned holding companies formed by us in order to facilitate our investment strategy.
The following companies will be consolidated: AMU Holdings Inc.; APH Property Holdings, LLC; Arctic Oilfield Equipment USA, Inc.; CCPI
Holdings Inc.; CP Holdings of Delaware LLC; Credit Central Holdings of Delaware, LLC; Energy Solutions Holdings Inc.; First Tower
Holdings of Delaware LLC; Harbortouch Holdings of Delaware Inc.; MITY Holdings of Delaware Inc.; Nationwide Acceptance Holdings LLC;
NMMB Holdings, Inc.; NPH Property Holdings, LLC; STI Holding, Inc.; UPH Property Holdings, LLC; Valley Electric Holdings I, Inc.; Valley
Electric Holdings II, Inc.; and Wolf Energy Holdings Inc.
Any operating companies owned by the holding companies will not be consolidated. We do not expect this consolidation to have any material
effect on our financial position or results of operations.
Cash and Cash Equivalents
Cash and cash equivalents include funds deposited with financial institutions and short-term, highly-liquid investments in money market funds.
Cash and cash equivalents are carried at cost which approximates fair value.
Investment Classification
We are a non-diversified company within the meaning of the 1940 Act. As required by the 1940 Act, we classify our investments by level of
control. As defined in the 1940 Act, "Control Investments" are those where there is the ability or power to exercise a controlling influence over
the management or policies of a company. Control is generally deemed to exist when a company or individual possesses or has the right to
acquire within 60 days or less, a beneficial ownership of 25% or more of the voting securities of an investee company. Under the 1940 Act,
"Affiliate Investments" are defined by a lesser degree of influence and are deemed to exist through the possession outright or via the right to
acquire within 60 days or less, beneficial ownership of 5% or more of the outstanding voting securities of another person. "Non-Control/Non-
Affiliate Investments" are those that are neither Control Investments nor Affiliate Investments.
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Investments are recognized when we assume an obligation to acquire a financial instrument and assume the risks for gains or losses related to
that instrument. Investments are derecognized when we assume an obligation to sell a financial instrument and forego the risks for gains or
losses related to that instrument. Specifically, we record all security transactions on a trade date basis. Amounts for investments recognized or
derecognized but not yet settled are reported as receivables for investments sold and payables for investments purchased, respectively, in the
Consolidated Statements of Assets and Liabilities.
Investment Risks
Our investments are subject to a variety of risks. Those risks include the following:
Market Risk
Market risk represents the potential loss that can be caused by a change in the fair value of the financial instrument.
Credit Risk
Credit risk represents the risk that we would incur if the counterparties failed to perform pursuant to the terms of their agreements with us.
Liquidity Risk
Liquidity risk represents the possibility that we may not be able to rapidly adjust the size of our investment positions in times of high
volatility and financial stress at a reasonable price.
Interest Rate Risk
Interest rate risk represents a change in interest rates, which could result in an adverse change in the fair value of an interest-bearing
financial instrument.
Prepayment Risk
Many of our debt investments allow for prepayment of principal without penalty. Downward changes in interest rates may cause
prepayments to occur at a faster than expected rate, thereby effectively shortening the maturity of the security and making the security less
likely to be an income producing instrument.
Investment Valuation
To value our investments, we follow the guidance of ASC 820, Fair Value Measurement ("ASC 820"), that defines fair value, establishes a
framework for measuring fair value in conformity with GAAP and requires disclosures about fair value measurements. In accordance with ASC
820, the fair value of our investments is defined as the price that we would receive upon selling an investment in an orderly transaction to an
independent buyer in the principal or most advantageous market in which that investment is transacted.
ASC 820 classifies the inputs used to measure these fair values into the following hierarchy:
Level 1 : Quoted prices in active markets for identical assets or liabilities, accessible by us at the measurement date.
Level 2 : Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in
markets that are not active, or other observable inputs other than quoted prices.
Level 3 : Unobservable inputs for the asset or liability.
In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the
lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value
measurement in its entirety requires judgment and considers factors specific to each investment.
Our Board of Directors has established procedures for the valuation of our investment portfolio. These procedures are detailed below.
Investments for which market quotations are readily available are valued at such market quotations.
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For most of our investments, market quotations are not available. With respect to investments for which market quotations are not readily
available or when such market quotations are deemed not to represent fair value, our Board of Directors has approved a multi-step valuation
process each quarter, as described below:
1. Each portfolio company or investment is reviewed by our investment professionals with independent valuation firms engaged by our
Board of Directors;
2. The independent valuation firms conduct independent valuations and make their own independent assessments;
3. The Audit Committee of our Board of Directors reviews and discusses the preliminary valuation of Prospect Capital Management LLC
(the “Investment Adviser”) and that of the independent valuation firms; and
4. The Board of Directors discusses valuations and determines the fair value of each investment in our portfolio in good faith based on the
input of the Investment Adviser, the respective independent valuation firm and the Audit Committee.
Investments are valued utilizing a yield analysis, enterprise value (“EV”) analysis, net asset value analysis, liquidation analysis, discounted cash
flow analysis, or a combination of methods, as appropriate. The yield analysis uses loan spreads and other relevant information implied by
market data involving identical or comparable assets or liabilities. Under the EV analysis, the EV of a portfolio company is first determined and
allocated over the portfolio company’s securities in order of their preference relative to one another (i.e., “waterfall” allocation). To determine
the EV, we typically use a market multiples approach that considers relevant and applicable market trading data of guideline public companies,
transaction metrics from precedent M&A transactions and/or a discounted cash flow analysis. The net asset value analysis is used to derive a
value of an underlying investment (such as real estate property) by dividing a relevant earnings stream by an appropriate capitalization rate. For
this purpose, we consider capitalization rates for similar properties as may be obtained from guideline public companies and/or relevant
transactions. The liquidation analysis is intended to approximate the net recovery value of an investment based on, among other things,
assumptions regarding liquidation proceeds based on a hypothetical liquidation of a portfolio company’s assets. The discounted cash flow
analysis uses valuation techniques to convert future cash flows or earnings to a range of fair values from which a single estimate may be derived
utilizing an appropriate discount rate. The measurement is based on the net present value indicated by current market expectations about those
future amounts.
In applying these methodologies, additional factors that we consider in fair value pricing our investments may include, as we deem relevant:
security covenants, call protection provisions, and information rights; the nature and realizable value of any collateral; the portfolio company’s
ability to make payments; the principal markets in which the portfolio company does business; publicly available financial ratios of peer
companies; the principal market; and enterprise values, among other factors.
Our investments in CLOs are classified as ASC 820 Level 3 securities and are valued using a discounted cash flow model. The valuations have
been accomplished through the analysis of the CLO deal structures to identify the risk exposures from the modeling point of view. For each CLO
security, the most appropriate valuation approach has been chosen from alternative approaches to ensure the most accurate valuation for such
security. To value a CLO, both the assets and the liabilities of the CLO capital structure are modeled. We use a waterfall engine to store the
collateral data, generate collateral cash flows from the assets based on various assumptions for the risk factors, distribute the cash flows to the
liability structure based on the payment priorities, and discount them back using current market discount rates. The main risk factors are: default
risk, interest rate risk, downgrade risk, and credit spread risk.
Valuation of Other Financial Assets and Financial Liabilities
The Fair Value Option within ASC 825, Financial Instruments , specifically ASC 825-10-25, permits an entity to elect fair value as the initial
and subsequent measurement attribute for eligible assets and liabilities for which the assets and liabilities are measured using another
measurement attribute. For our non-investment assets and liabilities, we have elected not to value them at fair value as would be permitted by
ASC 825-10-25.
Senior Convertible Notes
We have recorded the Senior Convertible Notes (see Note 5) at their contractual amounts. The Senior Convertible Notes were analyzed for any
features that would require their accounting to be bifurcated and such features were determined to be immaterial.
Revenue Recognition
Realized gains or losses on the sale of investments are calculated using the specific identification method.
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Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Origination, closing and/or
commitment fees associated with investments in portfolio companies are accreted into interest income over the respective terms of the applicable
loans. Accretion of such purchase discounts or amortization of premiums is calculated by the effective interest method as of the purchase date
and adjusted only for material amendments or prepayments. Upon the prepayment of a loan or debt security, any prepayment penalties and
unamortized loan origination, closing and commitment fees are recorded as interest income. The purchase discount for portfolio investments
acquired from Patriot Capital Funding, Inc. (“Patriot”) was determined based on the difference between par value and fair value as of December
2, 2009, and continues to accrete until maturity or repayment of the respective loans (see Note 3). As of June 30, 2014 , the purchase discount
from the assets acquired from Patriot has been fully accreted.
Loans are placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Unpaid accrued interest is
generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or
applied to principal depending upon management’s judgment. Non-accrual loans are restored to accrual status when past due principal and
interest is paid and in management’s judgment, are likely to remain current. As of June 30, 2014 , approximately 0.1% of our total assets are in
non-accrual status.
Interest income from investments in the “equity” class of security of CLO funds (typically income notes or subordinated notes) is recorded based
upon an estimation of an effective yield to expected maturity utilizing assumed cash flows in accordance with ASC 325-40, Beneficial Interests
in Securitized Financial Assets . We monitor the expected cash inflows from our CLO equity investments, including the expected residual
payments, and the effective yield is determined and updated periodically.
Dividend income is recorded on the ex-dividend date.
Structuring fees and similar fees are recognized as income as earned, usually when paid. Structuring fees, excess deal deposits, net profits
interests and overriding royalty interests are included in other income.
Federal and State Income Taxes
We have elected to be treated as a regulated investment company and intend to continue to comply with the requirements of the Internal Revenue
Code applicable to regulated investment companies. We are required to distribute at least 90% of our investment company taxable income and
intend to distribute (or retain through a deemed distribution) all of our investment company taxable income and net capital gain to stockholders;
therefore, we have made no provision for income taxes. The character of income and gains that we will distribute is determined in accordance
with income tax regulations that may differ from GAAP. Book and tax basis differences relating to stockholder dividends and distributions and
other permanent book and tax differences are reclassified to paid-in capital.
If we do not distribute (or are not deemed to have distributed) at least 98% of our annual ordinary income and 98.2% of our capital gains in the
calendar year earned, we will generally be required to pay an excise tax equal to 4% of the amount by which 98% of our annual ordinary income
and 98.2% of our capital gains exceed the distributions from such taxable income for the year. To the extent that we determine that our estimated
current year annual taxable income will be in excess of estimated current year dividend distributions from such taxable income, we accrue excise
taxes, if any, on estimated excess taxable income. We had an excise tax liability of $1,918 for the calendar year ended December 31, 2012 and
zero for the calendar year ended December 31, 2013. As of June 30, 2014, we had an accrued prepaid excise tax balance of $2,200 because we
have made estimated excise tax payments in excess of our expected excise tax liability for the calendar year ending December 31, 2014.
If we fail to satisfy the annual distribution requirement or otherwise fail to qualify as a RIC in any taxable year, we would be subject to tax on all
of our taxable income at regular corporate rates. We would not be able to deduct distributions to stockholders, nor would we be required to make
distributions. Distributions would generally be taxable to our individual and other non-corporate taxable stockholders as ordinary dividend
income eligible for the reduced maximum rate applicable to qualified dividend income to the extent of our current and accumulated earnings and
profits, provided certain holding period and other requirements are met. Subject to certain limitations under the Internal Revenue Code,
corporate distributions would be eligible for the dividends-received deduction. To qualify again to be taxed as a RIC in a subsequent year, we
would be required to distribute to our shareholders our accumulated earnings and profits attributable to non-RIC years reduced by an interest
charge of 50% of such earnings and profits payable by us as an additional tax. In addition, if we failed to qualify as a RIC for a period greater
than two taxable years, then, in order to qualify as a RIC in a subsequent year, we would be required to elect to recognize and pay tax on any net
built-in gain (the excess of aggregate gain, including items of income, over aggregate loss that would have been realized if we had been
liquidated) or, alternatively, be subject to taxation on such built-in gain recognized for a period of ten years.
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We follow ASC 740, Income Taxes (“ASC 740”). ASC 740 provides guidance for how uncertain tax positions should be recognized, measured,
presented, and disclosed in the consolidated financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken
in the course of preparing our tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable
tax authority. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year.
As of June 30, 2014 and for the year then ended, we did not have a liability for any unrecognized tax benefits. Management’s determinations
regarding ASC 740 may be subject to review and adjustment at a later date based upon factors including, but not limited to, an on-going analysis
of tax laws, regulations and interpretations thereof. Although we file both federal and state income tax returns, our major tax jurisdiction is
federal. Our tax returns for each of our federal tax years since 2010 remain subject to examination by the Internal Revenue Service.
Dividends and Distributions
Dividends and distributions to common stockholders are recorded on the ex-dividend date. The amount, if any, to be paid as a monthly dividend
or distribution is approved by our Board of Directors quarterly and is generally based upon our management’s estimate of our future earnings.
Net realized capital gains, if any, are distributed at least annually.
Financing Costs
We record origination expenses related to our Revolving Credit Facility and Senior Convertible Notes, Senior Unsecured Notes and Prospect
Capital InterNotes® (collectively, our “Senior Notes”), as deferred financing costs. These expenses are deferred and amortized as part of interest
expense using the straight-line method for our Revolving Credit Facility and the effective interest method for our Senior Notes, over the
respective expected life or maturity.
We record registration expenses related to shelf filings as prepaid assets. These expenses consist principally of SEC registration fees, legal fees
and accounting fees incurred. These prepaid assets are charged to capital upon the receipt of proceeds from an equity offering or charged to
expense if no offering is completed.
Guarantees and Indemnification Agreements
We follow ASC 460, Guarantees (“ASC 460”). ASC 460 elaborates on the disclosure requirements of a guarantor in its interim and annual
consolidated financial statements about its obligations under certain guarantees that it has issued. It also requires a guarantor to recognize, at the
inception of a guarantee, for those guarantees that are covered by ASC 460, the fair value of the obligation undertaken in issuing certain
guarantees.
Per Share Information
Net increase or decrease in net assets resulting from operations per share is calculated using the weighted average number of common shares
outstanding for the period presented. In accordance with ASC 946, convertible securities are not considered in the calculation of net asset value
per share.
Recent Accounting Pronouncements
In June 2013, the FASB issued Accounting Standards Update 2013-08, Financial Services — Investment Companies (Topic 946), Amendments
to the Scope, Measurement, and Disclosure Requirements (“ASU 2013-08”). The update clarifies the approach to be used for determining
whether an entity is an investment company and provides new measurement and disclosure requirements. ASU 2013-08 is effective for interim
and annual reporting periods in fiscal years that begin after December 15, 2013. Earlier application is prohibited. The adoption of the amended
guidance in ASU 2013-08 is not expected to have a significant effect on our consolidated financial statements and disclosures.
In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”).
The update supersedes the revenue recognition requirements in ASC 605, Revenue Recognition . Under the new guidance, an entity should
recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the
entity expects to be entitled in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after
December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. The adoption of the amended
guidance in ASU 2014-09 is not expected to have a significant effect on our consolidated financial statements and disclosures.
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Item 7A. Quantitative and Qualitative Disclosures about Market Risk
We are subject to financial market risks, including changes in interest rates and equity price risk. Some of the loans in our portfolio have floating
interest rates.
We may hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts subject to
the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our
ability to participate in the benefits of higher interest rates with respect to our portfolio of investments. During the year ended June 30, 2014 , we
did not engage in hedging activities.
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Item 8. Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Assets and Liabilities as of June 30, 2014 and 2013
Consolidated Statements of Operations for the years ended June 30, 2014, 2013 and 2012
Consolidated Statements of Changes in Net Assets for the years ended June 30, 2014, 2013 and 2012
Consolidated Statements of Cash Flows for the years ended June 30, 2014, 2013 and 2012
Consolidated Schedules of Investments as of June 30, 2014 and 2013
Notes to Consolidated Financial Statements
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Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
Prospect Capital Corporation
New York, New York
We have audited the accompanying consolidated statements of assets and liabilities of Prospect Capital Corporation (the "Company"), including
the consolidated schedules of investments, as of June 30, 2014 and 2013 , and the related consolidated statements of operations, changes in net
assets, and cash flows for each of the three years in the period ended June 30, 2014 , and the financial highlights for each of the five years in the
period ended June 30, 2014 . These consolidated financial statements and financial highlights are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free
of material misstatement. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of June 30, 2014 and 2013 by correspondence with the custodian,
trustees and portfolio companies, or by other appropriate auditing procedures where replies were not received. An audit also includes assessing
the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements and financial highlights referred to above present fairly, in all material respects, the
financial position of Prospect Capital Corporation at June 30, 2014 and 2013 , the results of its operations, the changes in its net assets, and its
cash flows for each of the three years in the period ended June 30, 2014 , and the financial highlights for each of the five years in the period
ended June 30, 2014 , in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Prospect Capital
Corporation's internal control over financial reporting as of June 30, 2014 , based on criteria established in Internal Control—Integrated
Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated August 25,
2014 expressed an unqualified opinion thereon.
/s/ BDO USA, LLP
BDO USA, LLP
New York, New York
August 25, 2014
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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(in thousands, except share and per share data)
Assets
Investments at fair value:
Control investments (amortized cost of $1,719,242 and $830,151, respectively)
Affiliate investments (amortized cost of $31,829 and $49,189, respectively)
Non-control/non-affiliate investments (amortized cost of $4,620,451 and $3,376,438, respectively)
Total investments at fair value (amortized cost of $6,371,522 and $4,255,778, respectively)
Cash and cash equivalents
Receivables for:
Interest, net
Other
Prepaid expenses
Deferred financing costs
Total Assets
Liabilities
Revolving Credit Facility (Notes 4 and 8)
Senior Convertible Notes (Notes 5 and 8)
Senior Unsecured Notes (Notes 6 and 8)
Prospect Capital InterNotes ® (Notes 7 and 8)
Due to broker
Dividends payable
Due to Prospect Administration (Note 13)
Due to Prospect Capital Management (Note 13)
Accrued expenses
Interest payable
Other liabilities
Total Liabilities
Net Assets
Components of Net Assets
Common stock, par value $0.001 per share (1,000,000,000 common shares authorized; 342,626,637 and
247,836,965 issued and outstanding, respectively) (Note 9)
Paid-in capital in excess of par (Note 9)
Undistributed net investment income
Accumulated realized losses on investments
Unrealized depreciation on investments
Net Assets
June 30, 2014
June 30, 2013
$ 1,640,454 $
32,121
4,581,164
6,253,739
134,225
21,997
2,587
2,828
61,893
6,477,269
811,634
42,443
3,318,775
4,172,852
203,236
22,863
4,397
540
44,329
4,448,217
92,000
1,247,500
647,881
785,670
—
37,843
2,208
3
4,790
37,459
3,733
2,859,087
124,000
847,500
347,725
363,777
43,588
27,299
1,366
5,324
2,345
24,384
4,415
1,791,723
$ 3,618,182 $ 2,656,494
$
343 $
248
2,772,191
82,112
(115,131 )
(82,926 )
$ 3,618,182 $ 2,656,494
3,814,634
42,086
(121,098 )
(117,783 )
Net Asset Value Per Share (Note 16)
$
10.56 $
10.72
See notes to consolidated financial statements.
98
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
Year Ended June 30,
2013
2012
2014
Investment Income
Interest income:
Control investments
Affiliate investments
Non-control/non-affiliate investments
CLO fund securities
Total interest income
Dividend income:
Control investments
Affiliate investments
Non-control/non-affiliate investments
Money market funds
Total dividend income
Other income: (Note 10)
Control investments
Affiliate investments
Non-control/non-affiliate investments
Total other income
Total Investment Income
Operating Expenses
Investment advisory fees:
Base management fee (Note 13)
Income incentive fee (Note 13)
Total investment advisory fees
Interest and credit facility expenses
Legal fees
Valuation services
Audit, compliance and tax related fees
Allocation of overhead from Prospect Administration (Note 13)
Insurance expense
Directors’ fees
Excise tax
Other general and administrative expenses
Total Operating Expenses
Net Investment Income
$
153,307 $
4,358
334,039
122,037
613,741
106,425 $
6,515
234,013
88,502
435,455
26,687
—
98
52
26,837
43,671
17
28,025
71,713
712,291
108,990
89,306
198,296
130,103
2,771
1,836
2,959
14,373
373
325
(4,200 )
8,232
355,068
357,223
78,282
728
3,656
39
82,705
16,821
623
40,732
58,176
576,336
69,800
81,231
151,031
76,341
1,918
1,579
1,566
8,737
356
300
6,500
3,084
251,412
324,924
53,408
12,155
144,592
9,381
219,536
63,144
—
1,733
4
64,881
25,464
108
10,921
36,493
320,910
35,836
46,671
82,507
38,534
279
1,212
1,446
6,848
324
273
—
2,803
134,226
186,684
Net realized (loss) gain on investments
Net change in unrealized depreciation on investments
Net Increase in Net Assets Resulting from Operations
Net increase in net assets resulting from operations per share
Dividends declared per share
(3,346 )
(34,857 )
319,020 $
(26,234 )
(77,834 )
220,856 $
36,588
(32,368 )
190,904
1.06 $
(1.32 ) $
1.07 $
(1.28 ) $
1.67
(1.22 )
$
$
$
See notes to consolidated financial statements.
99
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(in thousands, except share data)
Operations
Net investment income
Net realized (loss) gain on investments
Net change in unrealized depreciation on investments
Net Increase in Net Assets Resulting from Operations
Distributions to Shareholders
Distribution from net investment income
Distribution of return of capital
Net Decrease in Net Assets Resulting from Distributions to
Shareholders
Common Stock Transactions
Issuance of common stock, net of underwriting costs
Less: Offering costs from issuance of common stock
Value of shares issued to acquire controlled investments
Value of shares issued through reinvestment of dividends
Net Increase in Net Assets Resulting from Common Stock Transactions
Year Ended June 30,
2013
2012
2014
$
357,223 $
(3,346 )
(34,857 )
319,020
324,924 $
(26,234 )
(77,834 )
220,856
186,684
36,588
(32,368 )
190,904
(403,188 )
—
(271,507 )
—
(136,875 )
(4,504 )
(403,188 )
(271,507 )
(141,379 )
973,832
(1,380 )
57,830
15,574
1,045,856
1,121,648
(1,815 )
59,251
16,087
1,195,171
177,699
(708 )
160,571
10,530
348,092
Total Increase in Net Assets
Net assets at beginning of year
Net Assets at End of Year
Common Stock Activity
Shares sold
Shares issued to acquire controlled investments
Shares issued through reinvestment of dividends
Total shares issued due to common stock activity
Shares issued and outstanding at beginning of year
Shares Issued and Outstanding at End of Year
961,688
2,656,494
397,617
1,114,357
$ 3,618,182 $ 2,656,494 $ 1,511,974
1,144,520
1,511,974
16,452,489
88,054,653 101,245,136
14,518,207
5,507,381
5,326,949
1,056,484
1,450,578
1,408,070
94,789,672 108,203,095
32,027,180
247,836,965 139,633,870 107,606,690
342,626,637 247,836,965 139,633,870
See notes to consolidated financial statements.
100
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, except share data)
Operating Activities
Net increase in net assets resulting from operations
Net realized loss (gain) on investments
Net change in unrealized depreciation on investments
Amortization (accretion) of discounts and premiums, net
Amortization of deferred financing costs
Payment-in-kind interest
Structuring fees
Change in operating assets and liabilities:
Payments for purchases of investments
Proceeds from sale of investments and collection of investment principal
Decrease (increase) in interest receivable, net
Decrease (increase) in other receivables
Increase in prepaid expenses
Decrease in due to broker
Increase in due to Prospect Administration
(Decrease) increase in due to Prospect Capital Management
Increase (decrease) in accrued expenses
Increase in interest payable
(Decrease) increase in other liabilities
Net Cash Used in Operating Activities
Financing Activities
Borrowings under Revolving Credit Facility (Note 4)
Principal payments under Revolving Credit Facility (Note 4)
Issuance of Senior Convertible Notes (Note 5)
Repurchases of Senior Convertible Notes (Note 5)
Issuance of Senior Unsecured Notes, net of original issue discount (Note 6)
Accretion of discount on Senior Unsecured Notes (Note 6)
Issuance of Prospect Capital InterNotes® (Note 7)
Redemptions of Prospect Capital InterNotes® (Note 7)
Financing costs paid and deferred
Proceeds from issuance of common stock, net of underwriting costs
Offering costs from issuance of common stock
Dividends paid
Net Cash Provided by Financing Activities
2014
Year Ended June 30,
2013
2012
$
319,020 $
3,346
34,857
46,297
11,491
(15,145 )
(45,087 )
220,856 $
26,234
77,834
(11,016 )
8,232
(10,947 )
(52,699 )
(2,834,394 )
787,069
866
1,810
(2,288 )
(43,588 )
842
(5,321 )
2,445
13,075
(682 )
(1,725,387 )
1,078,500
(1,110,500 )
400,000
—
255,000
156
473,762
(6,869 )
(29,055 )
973,832
(1,380 )
(377,070 )
1,656,376
(2,980,320 )
931,534
(8,644 )
(3,613 )
(119 )
(945 )
708
(2,589 )
(580 )
17,661
2,205
(1,786,208 )
223,000
(195,000 )
400,000
—
247,675
50
343,139
—
(28,146 )
1,121,648
(1,815 )
(242,301 )
1,868,250
190,904
(36,588 )
32,368
(7,284 )
8,511
(5,647 )
(8,075 )
(901,833 )
500,952
(4,950 )
(517 )
(320 )
—
446
207
1,052
2,720
(1,361 )
(229,415 )
726,800
(715,000 )
130,000
(5,000 )
100,000
—
20,638
—
(17,651 )
177,699
(708 )
(127,564 )
289,214
Total Increase in Cash and Cash Equivalents
Cash and cash equivalents at beginning of year
Cash and Cash Equivalents at End of Year
(69,011 )
203,236
134,225 $
82,042
121,194
203,236 $
59,799
61,395
121,194
$
Supplemental Disclosures
Cash paid for interest
Non-Cash Financing Activities
Value of shares issued through reinvestment of dividends
Value of shares issued to acquire controlled investments
$
105,410 $
45,363 $
24,515
$
$
15,574 $
57,830 $
16,087 $
59,251 $
10,530
160,571
Exchange of Prospect Capital InterNotes® for Senior Unsecured Notes
$
45,000 $
— $
—
See notes to consolidated financial statements.
101
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS
(in thousands, except share data)
Portfolio Company
Locale / Industry
Investments(1)
June 30, 2014
Principal
Value
Cost
Fair
Value(2)
% of Net
Assets
LEVEL 3 PORTFOLIO INVESTMENTS:
Control Investments (greater than 25.00% voting control)(46)
AMU Holdings Inc.(27) Pennsylvania /
Property
Management
Senior Secured Term Loan A to Airmall Inc.
(12.00% (LIBOR + 9.00% with 3.00% LIBOR
floor), due 6/30/2015)(3)(4)
Senior Secured Term Loan B to Airmall Inc.
(12.00% plus 6.00% PIK, due 12/31/2015)
Series A Preferred Stock of AMU Holdings Inc.
(9,919.684 shares)
Common Stock of AMU Holdings Inc. (100 shares)
$
APH Property Holdings,
LLC(32)
Florida / Real Estate Senior Term Loan to American Property REIT
Corp. (6.00% (LIBOR + 4.00% with 2.00% LIBOR
floor) plus 5.50% PIK, due 4/1/2019)(4)
Membership Interest in APH Property Holdings,
LLC
Arctic Oilfield Equipment
USA, Inc. (45)
Wyoming / Oil &
Gas Production
ARRM Services, Inc.
(f/k/a ARRM Holdings
Inc.)(42)
South Carolina /
Manufacturing
Senior Secured Term Loan to Arctic Energy
Services, LLC (12.00% (LIBOR + 9.00% with
3.00% LIBOR floor), due 5/5/2019)(4)
Senior Subordinated Term Loan to Arctic Energy
Services, LLC (14.00% (LIBOR + 11.00% with
3.00% LIBOR floor), due 5/5/2019)(4)
Common Stock of Arctic Oilfield Equipment USA,
Inc. (100 shares)
Senior Secured Note to Ajax Rolled Ring &
Machine, LLC (10.50% (LIBOR + 7.50% with
3.00% LIBOR floor), due 3/30/2018)(4)
Series B Preferred Stock of ARRM Services, Inc.
(25,000 shares)
Series A Convertible Preferred Stock of ARRM
Services, Inc. (6,142.60 shares)
Common Stock of ARRM Services, Inc. (6.00
shares)
AWC, LLC(19)
North Carolina /
Machinery
Members Units – Class A (1,800,000 units)
Members Units – Class B-1 (1 unit)
Members Units – Class B-2 (7,999,999 units)
27,587 $
27,587 $
27,587
0.8%
19,993
19,993
17,697
0.5%
9,920
—
57,500
— —%
— —%
45,284
1.3%
167,743
167,743
167,743
4.6%
35,024
202,767
38,416
206,159
1.1%
5.7%
31,640
31,640
31,640
0.9%
20,230
20,230
20,230
0.6%
9,006
60,876
9,244
61,114
0.2%
1.7%
19,337
19,337
19,337
0.5%
21,156
6,199
0.2%
6,057
—
46,550
—
—
—
—
— —%
— —%
25,536
0.7%
— —%
— —%
— —%
— —%
See notes to consolidated financial statements.
102
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS – (CONTINUED)
(in thousands, except share data)
Portfolio Company
Locale / Industry
Investments(1)
June 30, 2014
Principal
Value
Cost
Fair
Value(2)
% of Net
Assets
LEVEL 3 PORTFOLIO INVESTMENTS:
Control Investments (greater than 25.00% voting control)(46)
BXC Company, Inc.
(f/k/a BXC Holding
Company)(20)
Georgia / Textiles,
Apparel & Luxury
Goods
Senior Secured Term Loan A to Boxercraft
Incorporated (10.00% plus 1.00% PIK, in non-
accrual status effective 1/1/2014, due 9/15/2015)
Senior Secured Term Loan B to Boxercraft
Incorporated (10.00% plus 1.00% PIK, in non-
accrual status effective 1/1/2014, due 9/15/2015)
Senior Secured Term Loan C to Boxercraft
Incorporated (10.00% plus 1.00% PIK, in non-
accrual status effective 1/1/2014, due 9/15/2015)
Senior Secured Term Loan D to Boxercraft
Incorporated (10.00% plus 1.00% PIK, in non-
accrual status effective 4/18/2014, due 9/15/2015)
Senior Secured Term Loan to Boxercraft
Incorporated (10.00% plus 1.00% PIK, in non-
accrual status effective 1/1/2014, due 9/15/2015)
Series A Preferred Stock of BXC Company, Inc.
(12,520,000 shares)
Series B Preferred Stock of BXC Company, Inc.
(2,400,000 shares)
Common Stock of BXC Company, Inc.
(138,250 shares)
Warrant (to purchase 15% of all classes of equity of
BXC Company, Inc., expires 8/31/2022)
CCPI Holdings Inc.(33) Ohio / Manufacturing Senior Secured Term Loan A to CCPI Inc. (10.00%,
CP Holdings of Delaware
LLC(38)
Oklahoma / Oil &
Gas Production
Credit Central Holdings of
Delaware, LLC(22)(34)
Ohio / Consumer
Finance
Echelon Aviation LLC
New York /
Aerospace &
Defense
due 12/31/2017)(3)
Senior Secured Term Loan B to CCPI Inc. (12.00%
plus 7.00% PIK, due 12/31/2017)
Common Stock of CCPI Holdings Inc. (100 shares)
Senior Secured Term Loan A to CP Well Testing,
LLC (7.00% (LIBOR + 5.00% with 2.00% LIBOR
floor), due 4/1/2019)(4)
Senior Secured Term Loan B to CP Well Testing,
LLC (10.00% (LIBOR + 8.00% with 2.00% LIBOR
floor) plus 7.50% PIK, due 4/1/2019)(4)
Second Lien Term Loan to CP Well Testing, LLC
(9.00% (LIBOR + 7.00% with 2.00% LIBOR floor)
plus 9.00% PIK, due 4/1/2019)(4)
Membership Interest in CP Holdings of Delaware LLC
Subordinated Term Loan to Credit Central Loan
Company, LLC (10.00% plus 10.00% PIK, due
6/26/2019)
Membership Interest in Credit Central Holdings of
Delaware, LLC
Senior Secured Revolving Credit Facility to Echelon
Aviation LLC – $150,000 Commitment (11.75%
(LIBOR + 9.75% with 2.00% LIBOR floor) plus
2.25% PIK, due 3/31/2022)(4)(25)
Membership Interest in Echelon Aviation LLC
See notes to consolidated financial statements.
$
1,629 $
1,621 $
1,629
0.1%
4,942
4,917
486 —%
2,395
2,383
— —%
301
300
— —%
8,410
8,227
— —%
—
—
—
— —%
— —%
— —%
—
17,448
— —%
2,115
0.1%
17,213
17,213
17,213
0.5%
8,245
8,245
8,579
34,037
8,245
7,136
32,594
0.2%
0.2%
0.9%
11,035
11,035
11,035
0.3%
72,238
72,238
72,238
2.0%
15,000
15,000
15,228
113,501
15,000
31,846
130,119
0.4%
0.9%
3.6%
36,333
36,333
36,333
1.0%
13,670
50,003
14,099
50,432
0.4%
1.4%
78,521
78,521
14,107
92,628
78,521
14,107
92,628
2.2%
0.4%
2.6%
103
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS – (CONTINUED)
(in thousands, except share data)
Portfolio Company
Locale / Industry
Investments(1)
June 30, 2014
Principal
Value
Cost
Fair
Value(2)
% of Net
Assets
LEVEL 3 PORTFOLIO INVESTMENTS:
Control Investments (greater than 25.00% voting control)(46)
Energy Solutions Holdings
Inc.(8)
Texas / Energy
Senior Secured Note to Vessel Company, LLC
(18.00%, due 12/12/2016)
Senior Secured Note to Vessel Company II, LLC
(13.00%, due 11/25/2018)
Senior Secured Note to Vessel Company III, LLC
(13.00%, due 12/3/2018)
Senior Secured Note to Yatesville Coal Company, LLC
(in non-accrual status effective 1/1/2009, past due)
Common Stock of Energy Solutions Holdings Inc. (100
shares)
First Tower Holdings of
Delaware LLC(22)(29)
Mississippi /
Consumer Finance
Subordinated Term Loan to First Tower, LLC (10.00%
plus 7.00% PIK, due 6/24/2019)
Membership Interest in First Tower Holdings of
Delaware LLC
Gulf Coast Machine &
Supply Company
Texas /
Manufacturing
Harbortouch Holdings of
Delaware Inc.(44)
Pennsylvania /
Business Services
The Healing Staff, Inc.(9) North Carolina /
Contracting
Manx Energy, Inc.(12)
Kansas / Oil &
Gas Production
Senior Secured Term Loan to Gulf Coast Machine &
Supply Company (10.50% (LIBOR + 8.50% with
2.00% LIBOR floor) plus 2.00% default interest on
principal, due 10/12/2017)(4)
Series A Convertible Preferred Stock of Gulf Coast
Machine & Supply Company (99,900 shares)
Senior Secured Term Loan A to Harbortouch
Payments, LLC (9.00% (LIBOR + 7.00% with 2.00%
LIBOR floor), due 9/30/2017)(4)
Senior Secured Term Loan B to Harbortouch
Payments, LLC (5.50% (LIBOR + 4.00% with 1.50%
LIBOR floor) plus 5.50% PIK, due 3/31/2018)(4)
Common Stock of Harbortouch Holdings of Delaware
Inc. (100 shares)
Secured Promissory Notes to The Healing Staff, Inc.
and Vets Securing America, Inc. (15.00%, in non-
accrual status effective 12/22/2010, past due)
Senior Demand Note to The Healing Staff, Inc.
(15.00%, in non-accrual status effective 11/1/2010, past
due)
Common Stock of The Healing Staff, Inc. (1,000 shares)
Common Stock of Vets Securing America, Inc. (1 share)
Senior Secured Note to Manx Energy, Inc. (13.00%, in
non-accrual status effective 1/19/2010, past due)
Series A-1 Preferred Stock of Manx Energy, Inc. (6,635
shares)
Common Stock of Manx Energy, Inc. (17,082 shares)
$
3,500 $
3,500 $
3,500
0.1%
13,000
12,504
12,504
0.4%
16,000
16,000
16,000
0.4%
1,449
1,449
— —%
8,293
41,746
— —%
32,004
0.9%
251,246
251,246
251,246
6.9%
68,405
319,651
75,539
326,785
2.1%
9.0%
17,500
17,500
14,459
0.4%
25,950
43,450
— —%
14,459
0.4%
130,796
130,796
130,796
3.6%
137,226
137,226
137,226
3.8%
10,672
278,694
23,292
291,314
0.6%
8.0%
1,688
1,686
— —%
1,170
50
1,170
—
975
3,831
50
—
—
50
— —%
— —%
— —%
— —%
— —%
— —%
— —%
— —%
See notes to consolidated financial statements.
104
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS – (CONTINUED)
(in thousands, except share data)
Portfolio Company
Locale / Industry
Investments(1)
June 30, 2014
Principal
Value
Cost
Fair
Value(2)
% of Net
Assets
LEVEL 3 PORTFOLIO INVESTMENTS:
Control Investments (greater than 25.00% voting control)(46)
MITY Holdings of
Delaware Inc.(17)
Utah / Durable
Consumer Products
Revolving Line of Credit to MITY, Inc. – $7,500
Commitment (9.50% (LIBOR + 7.00% with 2.50%
LIBOR floor), due 12/23/2014)(4)(25)
Senior Secured Note A to MITY, Inc. (10.00%
(LIBOR + 7.00% with 3.00% LIBOR floor), due
3/19/2019)(3)(4)
Senior Secured Note B to MITY, Inc. (10.00%
(LIBOR + 7.00% with 3.00% LIBOR floor) plus
10.00% PIK, due 3/19/2019)(4)
Common Stock of MITY Holdings of Delaware Inc.
(100 shares)
Nationwide Acceptance
Holdings LLC(22)(36)
Illinois / Consumer
Finance
Subordinated Term Loan to Nationwide Acceptance
LLC (10.00% plus 10.00% PIK, due 6/18/2019)
Membership Interest in Nationwide Acceptance
Holdings LLC
NMMB Holdings, Inc.(24) New York / Media Senior Secured Note to NMMB, Inc. (14.00%, due
5/6/2016)
Senior Secured Note to Armed Forces
Communications, Inc. (14.00%, due 5/6/2016)
Series B Convertible Preferred Stock of NMMB
Holdings, Inc. (8,086 shares)
Series A Preferred Stock of NMMB Holdings, Inc.
(4,400 shares)
3,714
7,000
$
— $
— $
— —%
18,250
18,250
18,250
0.5%
15,769
15,769
15,769
0.4%
14,143
48,162
15,270
49,289
0.4%
1.3%
14,820
14,820
14,820
0.4%
14,331
29,151
3,714
7,000
8,086
4,400
23,200
15,103
29,923
0.4%
0.8%
2,183
0.1%
4,114
0.1%
— —%
— —%
6,297
0.2%
NPH Property Holdings,
LLC(40)
Texas / Real Estate Senior Term Loan to National Property REIT Corp.
(6.00% (LIBOR + 4.00% with 2.00% LIBOR floor)
plus 5.50% PIK, due 4/1/2019)(4)
Membership Interest in NPH Property Holdings,
LLC
R-V Industries, Inc.
Pennsylvania /
Manufacturing
STI Holding, Inc.(21)
California /
Manufacturing
Senior Subordinated Note to R-V Industries, Inc.
(10.00% (LIBOR + 9.00% with 1.00% LIBOR floor),
due 6/12/2018)(3)(4)
Common Stock of R-V Industries, Inc. (545,107
shares)
Warrant (to purchase 200,000 shares of Common
Stock of R-V Industries, expires 6/30/2017)
Revolving Line of Credit to Borga, Inc. – $1,150
Commitment (5.00% (PRIME + 1.75%), in non-
accrual status effective 3/2/2010, past due)(4)(25)
Senior Secured Term Loan B to Borga, Inc. (8.50%
(PRIME + 5.25%), in non-accrual status effective
3/2/2010, past due)(4)
Senior Secured Term Loan C to Borga, Inc. (12.00%
plus 4.00% PIK, in non-accrual status effective
3/2/2010, past due)
Common Stock of STI Holding, Inc. (100 shares)
Warrant (to purchase 33,750 shares of Common
Stock of Borga, Inc., expires 5/6/2015)
UPH Property Holdings,
LLC(41)
Georgia / Real
Estate
Senior Term Loan to United Property REIT Corp.
(6.00% (LIBOR + 4.00% with 2.00% LIBOR floor)
plus 5.50% PIK, due 4/1/2019)(4)
105,309
105,309
105,309
2.9%
21,290
126,599
19,202
124,511
0.5%
3.4%
30,411
30,411
30,411
0.8%
5,087
19,989
0.6%
1,682
37,180
7,334
57,734
0.2%
1.6%
1,150
1,095
436 —%
1,612
1,501
— —%
10,141
581
—
—
3,177
— —%
— —%
— —%
436 —%
19,027
19,027
19,027
0.5%
Membership Interest in UPH Property Holdings,
LLC
5,113
24,140
5,539
24,566
0.2%
0.7%
See notes to consolidated financial statements.
105
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS – (CONTINUED)
(in thousands, except share data)
Portfolio Company Locale / Industry
Investments(1)
June 30, 2014
Principal
Value
Cost
Fair
Value(2)
% of Net
Assets
LEVEL 3 PORTFOLIO INVESTMENTS:
Control Investments (greater than 25.00% voting control)(46)
Valley Electric
Holdings I, Inc.(35)
Washington /
Construction &
Engineering
Wolf Energy Holdings
Inc.(12)
Kansas / Oil & Gas
Production
Senior Secured Note to Valley Electric Co. of Mt.
Vernon, Inc. (8.00% (LIBOR + 5.00% with 3.00%
LIBOR floor) plus 2.50% PIK, due 12/31/2017)(3)(4) $ 10,081 $
Senior Secured Note to Valley Electric Company, Inc.
(10.00% plus 8.5% PIK, due 12/31/2018)
Common Stock of Valley Electric Holdings I, Inc. (100
shares)
20,500
10,081 $
10,081
0.3%
20,500
20,500
0.6%
26,279
56,860
2,975 —%
33,556
0.9%
Senior Secured Promissory Note to Wolf Energy, LLC
secured by assets formerly owned by H&M (18.00%, in
non-accrual status effective 4/15/2013, due 4/15/2018)
(37)
Senior Secured Note to Appalachian Energy LLC
(8.00%, in non-accrual status effective 1/19/2010, past
due)
Senior Secured Note to Appalachian Energy LLC
(8.00%, in non-accrual status, past due)
Senior Secured Note to Coalbed, LLC (8.00%, in non-
accrual status effective 1/19/2010, past due)(6)
Common Stock of Wolf Energy Holdings Inc.
(100 shares)
Net Profits Interest in Wolf Energy, LLC (8% of Equity
Distributions)(7)
22,000
—
3,386
0.1%
2,865
2,000
— —%
56
50
— —%
8,595
5,991
— —%
—
— —%
3,599
Total Control Investments $ 1,719,242 $ 1,640,454
0.1%
45.3%
—
8,041
213 —%
Affiliate Investments (5.00% to 24.99% voting control)(47)
BNN Holdings Corp.
(f/k/a Biotronic
NeuroNetwork)
Michigan /
Healthcare
Senior Secured Note (10.00% (LIBOR + 8.00% with 2.00%
LIBOR floor), due 12/17/2017)(3)(4)
Series A Preferred Stock (9,925.455 shares)(13)
28,950
Series B Preferred Stock (1,753.636 shares)(13)
Total Affiliate Investments $
See notes to consolidated financial statements.
106
28,950
2,879
—
31,829
31,829 $
28,950
3,171
0.8%
0.1%
— —%
32,121
32,121
0.9%
0.9%
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS – (CONTINUED)
(in thousands, except share data)
Portfolio Company
Locale / Industry
Investments(1)
June 30, 2014
Principal
Value
Cost
Fair
Value(2)
% of Net
Assets
LEVEL 3 PORTFOLIO INVESTMENTS:
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
Aderant North America, Inc.(16) Georgia /
Software & Computer
Services
Second Lien Term Loan (10.00%
(LIBOR + 8.75% with 1.25% LIBOR
floor), due 6/20/2019)(4)
$
7,000
$
6,914
$
7,000
0.2%
Aircraft Fasteners International,
LLC
California / Machinery
Class A Units (32,500 units)
6,914
396
7,000
505
0.2%
—%
396
505 —%
ALG USA Holdings, LLC(16)
Pennsylvania / Hotels,
Restaurants & Leisure
Second Lien Term Loan (10.25%
(LIBOR + 9.00% with 1.25% LIBOR
floor), due 2/28/2020)(4)
12,000
11,792
12,000
0.3%
Allied Defense Group, Inc.
Virginia / Aerospace &
Defense
Common Stock (10,000 shares)
11,792
5
12,000
—
0.3%
—%
5
— —%
American Broadband Holding
Company and Cameron Holdings
of NC, Inc.
North Carolina /
Telecommunication
Services
Senior Secured Term Loan B (11.00%
(LIBOR + 9.75% with 1.25% LIBOR
floor), due 9/30/2018)(3)(4)
74,654
74,654
74,654
2.1%
American Gilsonite Company
Utah /
Metal Services & Minerals
Second Lien Term Loan (11.50%,
due 9/1/2017)
Membership Interest (99.9999%)(15)
38,500
Apidos CLO IX(22)
Apidos CLO XI(22)
Apidos CLO XII(22)
Apidos CLO XV(22)
Cayman Islands /
Diversified Financial
Services
Cayman Islands /
Diversified Financial
Services
Cayman Islands /
Diversified Financial
Services
Cayman Islands /
Diversified Financial
Services
Arctic Glacier U.S.A., Inc.
Minnesota /
Food Products
Ark-La-Tex Wireline Services,
LLC(4)
Louisiana / Oil and Gas
Production
74,654
74,654
2.1%
38,500
—
38,500
18,444
38,500
3,477
41,977
19,903
1.1%
0.1%
1.2%
0.5%
Subordinated Notes (Residual
Interest)
20,525
Subordinated Notes (Residual
Interest)
Subordinated Notes (Residual
Interest)
Subordinated Notes (Residual
Interest)
Second Lien Term Loan (10.50%
(LIBOR + 9.25% with 1.25% LIBOR
floor), due 11/10/2019)(3)(4)
Senior Secured Term Loan A (6.50%
(LIBOR + 5.50% with 1.00% LIBOR
floor), due 4/8/2019)
Senior Secured Term Loan B
(10.50% (LIBOR + 9.50% with
1.00% LIBOR floor), due 4/8/2019)
Delayed Draw Term Loan – $5,000
Commitment
(due 4/8/2019)(25)
38,340
18,444
33,937
19,903
37,087
0.5%
1.0%
44,063
33,937
42,042
37,087
42,499
1.0%
1.2%
36,515
42,042
37,038
42,499
36,715
1.2%
1.0%
37,038
36,715
1.0%
150,000
150,000
150,000
150,000
150,000
4.1%
4.1%
26,831
26,831
26,831
0.7%
26,831
26,831
26,831
0.7%
—
—
53,662
— —%
53,662
1.4%
Armor Holding
New York / Diversified
Second Lien Term Loan (10.25%
II LLC(16)
Financial Services
(LIBOR + 9.00% with 1.25% LIBOR
floor), due 12/26/2020)(3)(4)
7,000
6,874
6,874
6,874
6,874
0.2%
0.2%
See notes to consolidated financial statements.
107
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS – (CONTINUED)
(in thousands, except share data)
Portfolio Company
Locale / Industry
Investments(1)
LEVEL 3 PORTFOLIO INVESTMENTS:
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
Atlantis Health Care Group
(Puerto Rico), Inc.
Puerto Rico / Healthcare Revolving Line of Credit – $3,000
Commitment (13.00% (LIBOR + 11.00% with
2.00% LIBOR floor), due 8/21/2014)(4)(25)
(26)
Senior Term Loan (10.00% (LIBOR + 8.00%
with 2.00% LIBOR floor), due 2/21/2018)(3)
(4)
Babson CLO Ltd.
2011-I(22)
Babson CLO Ltd.
2012-I(22)
Babson CLO Ltd.
2012-II(22)
Cayman Islands /
Diversified Financial
Services
Cayman Islands /
Diversified Financial
Services
Cayman Islands /
Diversified Financial
Services
Subordinated Notes (Residual Interest)
35,000
Subordinated Notes (Residual Interest)
29,075
Subordinated Notes (Residual Interest)
27,850
June 30, 2014
Principal
Value
Cost
Fair
Value(2)
% of Net
Assets
$
2,350 $
2,350 $
2,350
0.1%
38,957
38,957
41,307
33,591
34,102
36,452
33,801
0.9%
1.0%
0.9%
33,591
23,471
33,801
26,401
0.9%
0.7%
23,471
26,764
26,401
27,230
0.7%
0.8%
Blue Coat
Systems, Inc.(16)
Massachusetts / Software
& Computer Services
Second Lien Term Loan (9.50% (LIBOR +
8.50% with 1.00% LIBOR floor), due
6/28/2020)(3)(4)
Broder Bros., Co.
Pennsylvania / Textiles,
Apparel & Luxury Goods
Senior Secured Notes (10.25% (LIBOR +
9.00% with 1.25% LIBOR floor), due
4/8/2019)(3)(4)
26,764
27,230
0.8%
11,000
10,902
11,000
0.3%
10,902
11,000
0.3%
257,575
257,575
257,575
7.1%
Brookside Mill
CLO Ltd.(22)
Cayman Islands /
Diversified Financial
Services
Subordinated Notes (Residual Interest)
26,000
257,575
22,613
257,575
25,081
7.1%
0.7%
Byrider Systems
Acquisition Corp.(22)
Indiana / Auto Finance
Senior Subordinated Notes (12.00% plus
2.00% PIK, due 11/3/2016)(3)
Caleel + Hayden, LLC(14)
(31)
Colorado / Personal &
Nondurable Consumer
Products
Membership Interest
Escrow Receivable
Capstone Logistics, LLC Georgia / Commercial
Services
Senior Secured Term Loan A (6.50% (LIBOR
+ 5.00% with 1.50% LIBOR floor), due
9/16/2016)(4)
Senior Secured Term Loan B (11.50% (LIBOR +
10.00% with 1.50% LIBOR floor), due
9/16/2016)(3)(4)
Cent CLO 17 Limited(22) Cayman Islands /
Subordinated Notes (Residual Interest)
24,870
Diversified Financial
Services
Cent CLO 20 Limited(22) Cayman Islands /
Subordinated Notes (Residual Interest)
40,275
Diversified Financial
Services
22,613
25,081
0.7%
11,139
11,139
11,139
11,139
11,139
0.3%
0.3%
—
—
—
182 —%
118 —%
300 —%
92,085
92,085
92,085
2.6%
98,465
98,465
190,550
21,999
98,465
190,550
23,896
2.7%
5.3%
0.7%
21,999
40,483
23,896
40,259
0.7%
1.1%
40,483
40,259
1.1%
Cent CLO 21 Limited(22) Cayman Islands /
Subordinated Notes (Residual Interest)
48,528
46,597
46,154
1.3%
Diversified Financial
Services
46,597
46,154
1.3%
See notes to consolidated financial statements.
108
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS – (CONTINUED)
(in thousands, except share data)
Portfolio Company
Locale / Industry
Investments(1)
LEVEL 3 PORTFOLIO INVESTMENTS:
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
CIFC Funding
2011-I, Ltd.(4)(22)
Cayman Islands /
Diversified Financial
Services
Class D Senior Secured Notes (5.23%
(LIBOR + 5.00%, due 1/19/2023)
Class E Subordinated Notes (7.23% (LIBOR
+ 7.00%, due 1/19/2023)
June 30, 2014
Principal
Value
Cost
Fair
Value(2)
% of Net
Assets
$
19,000 $
15,304 $
18,037
0.5%
15,400
CIFC Funding
2013-III, Ltd.(22)
CIFC Funding
2013-IV, Ltd.(22)
Cayman Islands /
Diversified Financial
Services
Cayman Islands /
Diversified Financial
Services
Subordinated Notes (Residual Interest)
44,100
Subordinated Notes (Residual Interest)
45,500
Cinedigm DC
Holdings, LLC
New York / Software &
Computer Services
Senior Secured Term Loan (11.00% (LIBOR
+ 9.00% with 2.00% LIBOR floor) plus
2.50% PIK, due 3/31/2021)(4)
68,714
The Copernicus
Group, Inc.
North Carolina /
Healthcare
Escrow Receivable
Correctional Healthcare
Holding Company, Inc.
Colorado / Healthcare
Second Lien Term Loan (11.25%, due
1/11/2020)(3)
27,100
12,814
28,118
39,534
15,162
33,199
43,217
0.4%
0.9%
1.2%
39,534
40,255
43,217
40,934
1.2%
1.1%
40,255
40,934
1.1%
68,664
68,664
—
—
27,100
68,714
68,714
115
1.9%
1.9%
—%
115 —%
0.8%
27,642
27,100
27,642
0.8%
Coverall North
America, Inc.
Florida / Commercial
Services
Senior Secured Term Loan (11.50% (LIBOR
+ 8.50% with 3.00% LIBOR floor), due
12/17/2017)(3)(4)
Crosman Corporation
New York /
Manufacturing
Second Lien Term Loan (12.00% (LIBOR +
10.50% with 1.50% LIBOR floor), due
12/30/2019)(3)(4)
CRT MIDCO, LLC
Wisconsin / Media
Senior Secured Term Loan (10.50% (LIBOR
+ 7.50% with 3.00% LIBOR floor), due
6/30/2017)(3)(4)
Deltek, Inc.(16)
Virginia /
Software & Computer
Services
Second Lien Term Loan (10.00% (LIBOR +
8.75% with 1.25% LIBOR floor), due
10/10/2019)(3)(4)
Diamondback
Operating, LP
Oklahoma / Oil & Gas
Production
Net Profits Interest (15% of Equity
Distributions)
51,210
51,210
51,210
1.4%
51,210
51,210
1.4%
40,000
47,504
40,000
40,000
47,504
47,504
39,708
39,708
1.1%
1.1%
47,504
47,504
1.3%
1.3%
12,000
11,852
12,000
0.3%
11,852
—
12,000
—
0.3%
—%
—
— —%
Edmentum, Inc.
(f/k/a Archipelago Learning,
Inc.)(16)
Minnesota / Consumer
Services
Second Lien Term Loan (11.25% (LIBOR +
9.75% with 1.50% LIBOR floor), due
5/17/2019)(3)(4)
50,000
48,439
50,000
1.4%
Empire Today, LLC
Illinois / Durable
Consumer Products
Senior Secured Note (11.375%, due 2/1/2017)
15,700
Fischbein, LLC
North Carolina /
Machinery
Escrow Receivable
48,439
15,419
15,419
—
50,000
15,700
1.4%
0.4%
15,700
116
0.4%
—%
—
116 —%
See notes to consolidated financial statements.
109
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS – (CONTINUED)
(in thousands, except share data)
Portfolio Company
Locale / Industry
Investments(1)
LEVEL 3 PORTFOLIO INVESTMENTS:
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
Fleetwash, Inc.(4)
New Jersey / Business
Services
Senior Secured Term Loan A (6.50% (LIBOR +
5.50% with 1.00% LIBOR floor), due
4/30/2019)
Senior Secured Term Loan B (10.50% (LIBOR
+ 9.50% with 1.00% LIBOR floor), due
4/30/2019)
Delayed Draw Term Loan – $15,000
Commitment (9.50% (LIBOR + 8.50% with
1.00% LIBOR floor), due 4/30/2019)(25)
Focus Brands, Inc.(16)
Georgia / Consumer
Services
Second Lien Term Loan (10.25% (LIBOR +
9.00% with 1.25% LIBOR floor), due
8/21/2018)(4)
Focus Products Group
International, LLC
(f/k/a FPG, LLC)
Illinois /
Durable Consumer
Products
Senior Secured Term Loan (12.00% (LIBOR +
11.00% with 1.00% LIBOR floor), due
1/20/2017)(3)(4)
Common Stock (5,638 shares)
—
18,000
20,297
Galaxy XII CLO, Ltd.(22)
Galaxy XV CLO, Ltd.(22)
Galaxy XVI CLO, Ltd.(22)
Cayman Islands /
Diversified Financial
Services
Cayman Islands /
Diversified Financial
Services
Cayman Islands /
Diversified Financial
Services
Subordinated Notes (Residual Interest)
22,000
Subordinated Notes (Residual Interest)
35,025
Subordinated Notes (Residual Interest)
22,575
Galaxy XVII CLO, Ltd.(22) Cayman Islands /
Subordinated Notes (Residual Interest)
39,905
Diversified Financial
Services
June 30, 2014
Principal
Value
Cost
Fair
Value(2)
% of Net
Assets
$
25,000 $
25,000 $
25,000
0.7%
25,000
25,000
25,000
0.7%
—
50,000
17,776
17,776
20,297
27
20,324
19,498
— —%
50,000
1.4%
18,000
18,000
0.5%
0.5%
19,886
0.5%
— —%
19,886
20,449
0.5%
0.6%
19,498
29,777
20,449
31,824
0.6%
0.9%
29,777
20,790
31,824
20,573
0.9%
0.6%
20,790
36,811
20,573
36,589
0.6%
1.0%
36,811
36,589
1.0%
Global Employment
Solutions, Inc.
Colorado / Business
Services
Senior Secured Term Loan (10.00% (LIBOR +
9.00% with 1.00% LIBOR floor), due
3/25/2019)(3)(4)
Grocery Outlet, Inc.(16)
California / Retail
Second Lien Term Loan (10.50% (LIBOR +
9.25% with 1.25% LIBOR floor), due
6/17/2019)(4)
GTP Operations, LLC
(f/k/a CI (Transplace)
Holdings, LLC)(10)
Texas / Software &
Computer Services
Senior Secured Term Loan (10.00% (LIBOR +
5.00% with 5.00% LIBOR floor), due
12/11/2018)(3)(4)
28,464
14,457
28,464
28,464
14,168
14,168
28,464
28,464
0.8%
0.8%
14,457
14,457
0.4%
0.4%
112,546
112,546
112,546
3.1%
Halcyon Loan Advisors
Funding 2012-1 Ltd.(22)
Cayman Islands /
Diversified Financial
Services
Halcyon Loan Advisors
Funding 2013-1 Ltd.(22)
Cayman Islands /
Diversified Financial
Services
Subordinated Notes (Residual Interest)
23,188
Subordinated Notes (Residual Interest)
40,400
112,546
20,600
112,546
22,570
3.1%
0.6%
20,600
38,460
22,570
41,509
0.6%
1.1%
Halcyon Loan Advisors
Funding 2014-1 Ltd.(22)
Cayman Islands /
Diversified Financial
Services
Subordinated Notes (Residual Interest)
24,500
38,460
23,471
41,509
23,110
1.1%
0.6%
23,471
23,110
0.6%
See notes to consolidated financial statements.
110
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS – (CONTINUED)
(in thousands, except share data)
Portfolio Company
Locale / Industry
Investments(1)
June 30, 2014
Principal
Value
Cost
Fair
Value(2)
% of Net
Assets
LEVEL 3 PORTFOLIO INVESTMENTS:
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
Halcyon Loan Advisors Funding
2014-2 Ltd.(22)
Cayman Islands /
Diversified Financial
Services
Subordinated Notes (Residual Interest)
$
41,164
$
38,630
$
38,066
1.1%
Harley Marine Services, Inc.(16) Washington /
Transportation
Second Lien Term Loan (10.50% (LIBOR
+ 9.25% with 1.25% LIBOR floor), due
12/20/2019)(3)(4)
ICON Health & Fitness, Inc.
Utah / Durable
Consumer Products
Senior Secured Note (11.875%, due
10/15/2016)
ICV-CSI Holdings, LLC (f/k/a
Cargo Airport Services USA,
LLC)
New York /
Transportation
Common Equity (1.6 units)
IDQ Holdings, Inc.
Texas / Automobile
Senior Secured Note (11.50%, due
4/1/2017)
Ikaria, Inc.(16)
New Jersey / Healthcare Second Lien Term Loan (8.75% (LIBOR +
7.75% with 1.00% LIBOR floor), due
2/12/2022)(4)
Injured Workers Pharmacy, LLC Massachusetts /
Healthcare
Second Lien Term Loan (11.50% (LIBOR
+ 7.00% with 4.50% LIBOR floor) plus
1.00% PIK, due 5/31/2019)(3)(4)
Instant Web, LLC(4)
Minnesota / Media
Senior Secured Term Loan A (5.50%
(LIBOR + 4.50% with 1.00% LIBOR
floor), due 3/28/2019)
Senior Secured Term Loan B (12.00%
(LIBOR + 11.00% with 1.00% LIBOR
floor), due 3/28/2019)(3)
Senior Secured Term Loan C (12.75%
(LIBOR + 11.75% with 1.00% LIBOR
floor), due 3/28/2019)
InterDent, Inc.
California / Healthcare Senior Secured Term Loan A (7.25%
(LIBOR + 5.75% with 1.50% LIBOR
floor), due 8/3/2017)(4)
Senior Secured Term Loan B (12.25%
(LIBOR + 9.25% with 3.00% LIBOR
floor), due 8/3/2017)(3)(4)
JHH Holdings, Inc.
Texas / Healthcare
LaserShip, Inc.
Virginia /
Transportation
Second Lien Term Loan (11.25% (LIBOR
+ 10.00% with 1.25% LIBOR floor) plus
0.50% PIK, due 3/30/2019)(3)(4)
Revolving Line of Credit – $5,000
Commitment (10.25% (LIBOR + 8.25%
with 2.00% LIBOR floor), due 12/21/2014)
(4)(25)
Senior Secured Term Loan A (10.25%
(LIBOR + 8.25% with 2.00% LIBOR floor),
due 3/18/2019)(3)(4)
Senior Secured Term Loan B (10.25%
38,630
38,066
1.1%
8,832
8,832
22,005
22,005
1,639
8,832
8,832
20,889
0.2%
0.2%
0.6%
20,889
2,079
0.6%
0.1%
1,639
2,079
0.1%
12,344
12,344
24,430
24,430
22,678
22,678
12,500
12,500
0.3%
0.3%
25,000
25,000
0.7%
0.7%
22,904
22,904
0.6%
0.6%
9,000
21,850
12,500
25,000
22,678
126,453
126,453
126,453
3.5%
128,000
128,000
128,000
3.6%
12,500
12,500
266,953
12,500
266,953
0.3%
7.4%
63,225
63,225
63,225
1.7%
67,625
67,625
130,850
67,625
130,850
1.9%
3.6%
35,119
35,119
35,119
35,119
35,119
1.0%
1.0%
—
—
— —%
36,094
36,094
36,094
1.0%
(LIBOR + 8.25% with 2.00% LIBOR floor),
due 3/18/2019)(3)(4)
Delayed Draw Term Loan – $6,000
Commitment (2.00%, due 12/31/2015)(4)
(25)
22,111
22,111
22,111
0.6%
—
—
58,205
24,914
— —%
58,205
25,124
1.6%
0.7%
24,914
25,124
0.7%
LCM XIV Ltd.(22)
Cayman Islands /
Diversified Financial
Services
Income Notes (Residual Interest)
26,500
See notes to consolidated financial statements.
111
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS – (CONTINUED)
(in thousands, except share data)
Portfolio Company
Locale / Industry
Investments(1)
LEVEL 3 PORTFOLIO INVESTMENTS:
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
LHC Holdings Corp.
Florida / Healthcare
Revolving Line of Credit – $750 Commitment
(8.50% (LIBOR + 6.00% with 2.50% LIBOR
floor), due 5/31/2015)(4)(25)(26)
Senior Subordinated Debt (10.50%, due 5/31/2015)
(3)
Membership Interest (125 units)
Madison Park
Funding IX, Ltd.(22)
Cayman Islands /
Diversified Financial
Services
Matrixx Initiatives, Inc. New Jersey /
Pharmaceuticals
Subordinated Notes (Residual Interest)
31,110
Senior Secured Term Loan A (7.50% (LIBOR +
6.00% with 1.50% LIBOR floor), due 8/9/2018)(3)
(4)
Senior Secured Term Loan B (12.50% (LIBOR +
11.00% with 1.50% LIBOR floor), due 8/9/2018)(3)
(4)
39,750
Maverick Healthcare
Equity, LLC
Arizona / Healthcare
Preferred Units (1,250,000 units)
Class A Common Units (1,250,000 units)
Mountain View CLO
2013-I Ltd.(22)
Cayman Islands /
Diversified Financial
Services
Subordinated Notes (Residual Interest)
43,650
NCP Finance Limited
Partnership(22)(23)
Ohio /
Consumer Finance
Subordinated Secured Term Loan (11.00% (LIBOR +
9.75% with 1.25% LIBOR floor), due 9/30/2018)(3)(4)
(16)
New Century
Transportation, Inc.
New Jersey /
Transportation
Senior Subordinated Term Loan (12.00% (LIBOR +
10.00% with 2.00% LIBOR floor) plus 4.00% PIK,
in non-accrual status effective 4/1/2014, due
2/3/2018)(4)
Nixon, Inc.
California / Durable
Consumer Products
Senior Secured Term Loan (8.75% plus 2.75%
PIK, due 4/16/2018)(16)
NRG Manufacturing, Inc. Texas / Manufacturing Escrow Receivable
44,000
13,532
Income Notes (Residual Interest)
26,901
Octagon Investment
Partners XV, Ltd.(22)
Cayman Islands /
Diversified Financial
Services
Onyx Payments, Inc.
(f/k/a Pegasus Business
Intelligence, LP)
Texas / Diversified
Financial Services
Senior Secured Term Loan A (6.75% (LIBOR +
5.50% with 1.25% LIBOR floor), due 4/18/2018)
(4)
Senior Secured Term Loan B (13.75% (LIBOR +
12.50% with 1.25% LIBOR floor), due 4/18/2018)
(4)
Pelican Products, Inc.(16) California / Durable
Consumer Products
Second Lien Term Loan (9.25% (LIBOR + 8.25%
with 1.00% LIBOR floor), due 4/9/2021)(4)
June 30, 2014
Principal
Value
Cost
Fair
Value(2)
% of Net
Assets
$
— $
— $
— —%
1,865
1,865
216
2,081
24,546
1,865
0.1%
253 —%
2,118
27,266
0.1%
0.8%
24,546
27,266
0.8%
38,319
38,319
36,839
1.0%
11,910
11,692
11,692
12,208
12,208
0.3%
0.3%
39,750
78,069
1,252
—
1,252
40,754
36,851
73,690
1.0%
2.0%
821 —%
— —%
821 —%
1.2%
43,555
40,754
43,555
1.2%
44,000
44,000
13,316
13,316
—
—
24,338
— —%
— —%
0.4%
13,316
13,316
0.4%
1,110 —%
1,110 —%
0.7%
26,732
24,338
26,732
0.7%
15,125
15,125
15,125
0.4%
15,938
17,500
15,938
31,063
17,482
17,482
15,938
31,063
17,500
17,500
0.4%
0.8%
0.5%
0.5%
Photonis Technologies
SAS(16)(22)
France / Aerospace &
Defense
First Lien Term Loan (8.50% (LIBOR + 7.50%
with 1.00% LIBOR floor), due 9/18/2019)(4)
Pinnacle (US) Acquisition
Co. Limited(16)
Texas / Software &
Computer Services
Second Lien Term Loan (10.50% (LIBOR +
9.25% with 1.25% LIBOR floor), due 8/3/2020)(4)
10,448
10,000
10,170
10,170
9,833
9,833
10,339
10,339
10,000
10,000
0.3%
0.3%
0.3%
0.3%
See notes to consolidated financial statements.
112
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS – (CONTINUED)
(in thousands, except share data)
Portfolio Company
Locale / Industry
Investments(1)
LEVEL 3 PORTFOLIO INVESTMENTS:
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
June 30, 2014
Principal
Value
Cost
Fair
Value(2)
% of Net
Assets
PrimeSport, Inc.
Georgia / Hotels,
Restaurants & Leisure
Revolving Line of Credit – $15,000
Commitment (10.00% (LIBOR + 9.50% with
0.50% LIBOR floor), due 12/23/2014)(4)(25) $
Senior Secured Term Loan A (7.50% (LIBOR +
6.50% with 1.00% LIBOR floor), due
12/23/2019)(3)(4)
Senior Secured Term Loan B (11.50% (LIBOR
+ 10.50% with 1.00% LIBOR floor) plus
1.00% PIK, due 12/23/2019)(3)(4)
Prince Mineral
Holding Corp.
New York / Metal Services
& Minerals
Senior Secured Term Loan (11.50%, due
12/15/2019)
Progrexion
Holdings, Inc.(28)
Utah / Consumer Services Senior Secured Term Loan (10.50% (LIBOR +
8.50% with 2.00% LIBOR floor), due
9/14/2017)(3)(4)
Rocket Software, Inc.(16) Massachusetts / Software
& Computer Services
Second Lien Term Loan (10.25% (LIBOR +
8.75% with 1.50% LIBOR floor), due
2/8/2019)(3)(4)
Royal Adhesives &
Sealants, LLC
Indiana / Chemicals
Second Lien Term Loan (9.75% (LIBOR +
8.50% with 1.25% LIBOR floor), due
1/31/2019)(4)
Ryan, LLC
Texas / Business Services Subordinated Unsecured Notes (12.00%
(LIBOR + 9.00% with 3.00% LIBOR floor)
plus 3.00% PIK, due 6/30/2018)(4)
Sandow Media, LLC
Florida / Media
Senior Secured Term Loan (12.00%, due
5/8/2018)(3)
Small Business Whole
Loan Portfolio(43)
New York / Diversified
Financial Services
144 small business loans issued by OnDeck
Capital, Inc.
Snacks Parent Corporation Minnesota / Food Products Series A Preferred Stock (4,021.45 shares)
Series B Preferred Stock (1,866.10 shares)
Warrant (to purchase 31,196.52 shares of
Common Stock, expires 11/12/2020)
Spartan Energy Services,
Inc.
Louisiana / Energy
Senior Secured Term Loan (10.50% (LIBOR +
9.00% with 1.50% LIBOR floor), due
12/28/2017)(3)(4)
Speedy Group Holdings
Corp.(22)
Canada / Consumer
Finance
Senior Unsecured Notes (12.00%, due
11/15/2017)
Sport Helmets Holdings,
LLC(14)
New York / Personal &
Nondurable Consumer
Products
Escrow Receivable
Stauber Performance
Ingredients, Inc.
California / Food Products Senior Secured Term Loan (10.50% (LIBOR +
7.50% with 3.00% LIBOR floor), due
— $
— $
— —%
43,263
43,263
43,263
1.2%
43,700
10,000
43,700
86,963
9,902
43,700
86,963
10,000
1.2%
2.4%
0.3%
9,902
10,000
0.3%
436,647
436,647
436,647
436,647
436,647
12.1%
12.1%
20,000
19,758
20,000
0.6%
19,758
20,000
0.6%
20,000
70,531
25,081
4,637
35,633
15,000
19,648
19,648
70,531
70,531
25,081
25,081
4,637
4,637
—
—
591
591
35,633
35,633
15,000
15,000
—
19,713
19,713
0.5%
0.5%
70,531
70,531
23,524
23,524
4,252
1.9%
1.9%
0.7%
0.7%
0.1%
4,252
0.1%
— —%
— —%
1,819
1,819
0.1%
0.1%
35,633
35,633
15,000
1.0%
1.0%
0.4%
15,000
130
0.4%
—%
—
130 —%
1/21/2016)(3)(4)
Senior Secured Term Loan (10.50% (LIBOR +
7.50% with 3.00% LIBOR floor), due
5/21/2017)(3)(4)
12,809
12,809
12,809
0.4%
9,975
9,975
22,784
9,975
22,784
0.3%
0.7%
See notes to consolidated financial statements.
113
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS – (CONTINUED)
(in thousands, except share data)
Portfolio Company
Locale / Industry
Investments(1)
LEVEL 3 PORTFOLIO INVESTMENTS:
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
June 30, 2014
Principal
Value
Cost
Fair
Value(2)
% of Net
Assets
Stryker Energy, LLC Ohio / Oil & Gas
Production
Sudbury Mill
CLO Ltd.(22)
Cayman Islands /
Diversified Financial
Services
Symphony CLO
IX Ltd.(22)
Cayman Islands /
Diversified Financial
Services
Symphony CLO
XIV Ltd.(22)
Cayman Islands /
Diversified Financial
Services
Subordinated Secured Revolving Credit Facility –
$50,300 Commitment (12.25% (LIBOR + 10.75%
with 1.50% LIBOR floor) plus 3.75% PIK, in non-
accrual status effective 12/1/2011, due 12/1/2015)(4)
(25)
Overriding Royalty Interests(18)
$
36,080 $
Subordinated Notes (Residual Interest)
28,200
Preference Shares (Residual Interest)
45,500
Subordinated Notes (Residual Interest)
49,250
System One
Holdings, LLC
Pennsylvania / Business
Services
Senior Secured Term Loan (11.00% (LIBOR +
9.50% with 1.50% LIBOR floor), due 12/31/2018)
(3)(4)
Targus Group
International, Inc.(16)
California / Durable
Consumer Products
First Lien Term Loan (11.00% (LIBOR + 9.50% with
1.50% LIBOR floor) plus 1.0% PIK, due 5/24/2016)(3)
(4)
TB Corp.
Texas / Hotels,
Restaurants & Leisure
Senior Subordinated Note (12.00% plus 1.50% PIK,
due 12/19/2018)(3)
Tectum
Holdings, Inc.(16)
Michigan / Automobile Second Lien Term Loan (9.00% (LIBOR + 8.00%
with 1.00% LIBOR floor), due 3/12/2019)(4)
Therakos, Inc.
New Jersey / Healthcare Second Lien Term Loan (11.25% (LIBOR + 10.00%
with 1.25% LIBOR floor), due 6/27/2018)(4)
44,646
21,911
23,628
10,000
13,000
32,710 $
—
32,710
26,914
— —%
— —%
— —%
0.7%
26,140
26,914
37,734
26,140
44,294
0.7%
1.2%
37,734
49,858
44,294
49,025
1.2%
1.4%
49,858
49,025
1.4%
44,646
44,646
21,697
21,697
23,628
23,628
9,952
9,952
12,762
12,762
44,646
44,646
1.2%
1.2%
19,949
19,949
23,628
23,628
0.6%
0.6%
0.7%
0.7%
9,952
9,952
0.3%
0.3%
13,000
13,000
0.4%
0.4%
Tolt Solutions, Inc.
South Carolina /
Business Services
Traeger Pellet Grills
LLC
Oregon / Durable
Consumer Products
Senior Secured Term Loan A (7.00% (LIBOR +
6.00% with 1.00% LIBOR floor), due 3/7/2019)(3)
(4)
Senior Secured Term Loan B (12.00% (LIBOR +
11.00% with 1.00% LIBOR floor), due 3/7/2019)(3)
(4)
Senior Secured Term Loan A (6.50% (LIBOR +
4.50% with 2.00% LIBOR floor), due 6/18/2018)(3)
(4)
Senior Secured Term Loan B (11.50% (LIBOR +
9.50% with 2.00% LIBOR floor), due 6/18/2018)(3)
(4)
48,705
48,705
48,705
1.3%
48,900
48,900
97,605
48,900
97,605
1.4%
2.7%
29,100
29,100
29,100
0.8%
29,700
29,700
58,800
29,700
58,800
0.8%
1.6%
Transaction Network
Services, Inc.(16)
Virginia /
Telecommunication
Services
Second Lien Term Loan (9.00% (LIBOR + 8.00%
with 1.00% LIBOR floor), due 8/14/2020)(4)
5,000
4,976
5,000
0.1%
4,976
5,000
0.1%
TriMark USA, LLC(16) Massachusetts / Hotels,
Restaurants & Leisure
Second Lien Term Loan (10.00% (LIBOR + 9.00%
with 1.00% LIBOR floor), due 8/11/2019)(4)
10,000
9,810
9,810
9,810
9,810
0.3%
0.3%
See notes to consolidated financial statements.
114
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS – (CONTINUED)
(in thousands, except share data)
Portfolio Company
Locale / Industry
Investments(1)
LEVEL 3 PORTFOLIO INVESTMENTS:
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
June 30, 2014
Principal
Value
Cost
Fair
Value(2)
% of Net
Assets
United Sporting
Companies, Inc.(5)
South Carolina /
Durable Consumer
Products
Second Lien Term Loan (12.75% (LIBOR +
11.00% with 1.75% LIBOR floor), due 5/16/2018)
(3)(4)
United States
Environmental Services,
LLC
Texas / Commercial
Services
Senior Secured Term Loan A (6.50% (LIBOR +
5.50% with 1.00% LIBOR floor), due 3/31/2019)(3)
(4)
Senior Secured Term Loan B (11.50% (LIBOR +
10.50% with 1.00% LIBOR floor), due 3/31/2019)(3)
(4)
Venio LLC (f/k/a LM
Keane Acquisition Co.)
Pennsylvania /
Business Services
Second Lien Term Loan (12.00% (LIBOR + 9.50%
with 2.50% LIBOR floor), due 2/19/2020)(3)(4)
Voya CLO 2012-2, Ltd.
(f/k/a ING IM CLO 2012-2,
Ltd.)(22)
Cayman Islands /
Diversified Financial
Services
Income Notes (Residual Interest)
$ 160,000
$
160,000
$
160,000
4.4%
160,000
160,000
4.4%
23,850
23,850
23,850
0.7%
36,000
17,000
38,070
36,000
59,850
17,000
17,000
31,058
36,000
59,850
16,726
16,726
35,843
1.0%
1.7%
0.5%
0.5%
1.0%
Voya CLO 2012-3, Ltd.
(f/k/a ING IM CLO 2012-3,
Ltd.)(22)
Cayman Islands /
Diversified Financial
Services
Voya CLO 2012-4, Ltd.
(f/k/a ING IM CLO 2012-4,
Ltd.)(22)
Cayman Islands /
Diversified Financial
Services
Voya CLO 2014-1, Ltd.
(f/k/a ING IM CLO 2014-1,
Ltd.)(22)
Cayman Islands /
Diversified Financial
Services
Washington Mill CLO Ltd.
(22)
Cayman Islands /
Diversified Financial
Services
Income Notes (Residual Interest)
46,632
Income Notes (Residual Interest)
40,613
Subordinated Notes (Residual Interest)
32,383
Subordinated Notes (Residual Interest)
22,600
31,058
39,368
35,843
43,960
1.0%
1.2%
39,368
34,941
43,960
39,647
1.2%
1.1%
34,941
33,825
39,647
32,949
1.1%
0.9%
33,825
21,601
32,949
21,583
0.9%
0.6%
Water Pik, Inc.(16)
Colorado / Personal
& Nondurable
Consumer Products
Second Lien Term Loan (9.75% (LIBOR + 8.75%
with 1.00% LIBOR floor), due 1/8/2021)(4)
Wheel Pros, LLC(4)
Colorado / Business
Services
Senior Subordinated Secured Note (11.00%
(LIBOR + 7.00% with 4.00% LIBOR floor), due
6/29/2020)
Delayed Draw Term Loan – $3,000 Commitment
(11.00% (LIBOR + 7.00% with 4.00% LIBOR
floor), due 12/30/2015)(25)
21,601
21,583
0.6%
11,000
10,604
10,604
0.3%
10,604
10,604
0.3%
12,000
12,000
12,000
0.3%
—
—
12,000
— —%
12,000
0.3%
Wind River Resources
Corporation(39)
Utah / Oil & Gas
Production
Senior Secured Note (13.00% (LIBOR + 7.50%
with 5.50% LIBOR floor) plus 3.00% default
interest on principal and 16.00% default interest on
past due interest, in non-accrual status effective
12/1/2008, past due)(4)
Net Profits Interest (5% of Equity Distributions)(7)
— —%
— —%
— —%
Total Non-Control/Non-Affiliate Investments (Level 3) $ 4,620,388 $ 4,580,996 126.6%
14,650
—
14,650
15,000
Total Level 3 Portfolio Investments $ 6,371,459 $ 6,253,571 172.8%
See notes to consolidated financial statements.
115
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS – (CONTINUED)
(in thousands, except share data)
Portfolio Company
Locale /
Industry
Investments(1)
Principal
Value
Cost
Fair
Value(2)
% of Net
Assets
June 30, 2014
LEVEL 1 PORTFOLIO INVESTMENTS:
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
Dover Saddlery, Inc.
Massachusetts /
Retail
Common Stock (30,974 shares)
$
63
$
168
—%
Total Non-Control/Non-Affiliate Investments (Level 1) $
63
63 $
168 —%
168 —%
Total Non-Control/Non-Affiliate Investments $ 4,620,451 $ 4,581,164
126.6%
Total Portfolio Investments $ 6,371,522 $ 6,253,739
172.8%
See notes to consolidated financial statements.
116
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS – (CONTINUED)
(in thousands, except share data)
Portfolio Company
Locale / Industry
Investments(1)
June 30, 2013
Principal
Value
Cost
Fair
Value(2)
% of Net
Assets
LEVEL 3 PORTFOLIO INVESTMENTS:
Control Investments (greater than 25.00% voting control)(48)
AMU Holdings Inc.(27)
Pennsylvania /
Property
Management
APH Property
Holdings, LLC(32)
Georgia /
Real Estate
ARRM Holdings Inc.
South Carolina /
Manufacturing
Senior Secured Term Loan (12.00% (LIBOR + 9.00%
with 3.00% LIBOR floor), due 6/30/2015)(3)(4)
Senior Subordinated Term Loan (12.00% plus 6.00%
PIK, due 12/31/2015)
Series A Preferred Stock (9,919.684 shares)
Common Stock (100 shares)
Senior Term Loan (6.00% (LIBOR + 4.00% with
2.00% LIBOR floor) plus 5.50% PIK, due
10/24/2020)(4)
Membership Interest
Senior Secured Note — Tranche A (10.50% (LIBOR +
7.50% with 3.00% LIBOR floor), due 3/30/2018)(3)(4)
Subordinated Unsecured Term Loan (11.50%
(LIBOR + 8.50% with 3.00% LIBOR floor) plus
6.00% PIK, due 3/30/2018)(4)
Series A Convertible Preferred Stock
(6,142.60 shares)
Common Stock (6.00 shares)
AWC, LLC(19)
North Carolina /
Machinery
Members Units — Class A (1,800,000 units)
Members Units — Class B-1 (1 unit)
Members Units — Class B-2 (7,999,999 units)
Borga, Inc.(21)
California /
Manufacturing
CCPI Holdings Inc.(33) Ohio /
Manufacturing
Credit Central Holdings of
Delaware, LLC(22)(34)
Ohio /
Consumer Finance
Revolving Line of Credit — $1,150 Commitment
(5.00% (PRIME + 1.75%) plus 3.00% default
interest, in non-accrual status effective 03/02/2010,
past due)(4)(25)
Senior Secured Term Loan B (8.50% (PRIME +
5.25%) plus 3.00% default interest, in non-accrual
status effective 03/02/2010, past due)(4)
Senior Secured Term Loan C (12.00% plus 4.00%
PIK plus 3.00% default interest, in non-accrual status
effective 03/02/2010, past due)
Common Stock (100 shares)
Warrant (to purchase 33,750 shares of Common
Stock, expires 5/6/2015)
Senior Secured Note (10.00%, due 12/31/2017)(3)
Senior Secured Note (12.00% plus 7.00% PIK, due
6/30/2018)
Common Stock (100 shares)
Net Revenue Interest (4% of Net Revenue)
Senior Secured Revolving Credit Facility — $60,000
Commitment (20.00% (LIBOR + 18.50% with 1.50%
LIBOR floor), due 12/31/2022)(4)(25)
Membership Interest
Net Revenue Interest (5% of Net Revenue)
$
28,750 $
28,750 $
28,750
1.1%
12,500
12,500
9,920
—
51,170
12,500
9,920
3,478
54,648
0.5%
0.4%
0.1%
2.1%
125,892
125,892
26,648
152,540
125,892
26,648
152,540
4.8%
1.0%
5.8%
19,737
19,737
19,737
0.7%
19,700
19,700
19,700
0.7%
6,057
—
45,494
—
—
—
—
39,437
— —%
— —%
1.4%
— —%
— —%
— —%
— —%
1,150
1,095
586 —%
1,611
1,501
— —%
9,738
17,663
7,659
38,082
706
—
—
3,302
17,663
7,659
8,581
—
33,903
38,082
9,581
—
47,663
— —%
— —%
— —%
586 —%
0.7%
17,663
7,659
7,977
0.3%
0.3%
604 —%
1.3%
33,903
38,082
8,361
4,019
50,462
1.4%
0.3%
0.2%
1.9%
See notes to consolidated financial statements.
117
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS – (CONTINUED)
(in thousands, except share data)
Portfolio Company
Locale / Industry
Investments(1)
June 30, 2013
Principal
Value
Cost
Fair
Value(2)
% of Net
Assets
LEVEL 3 PORTFOLIO INVESTMENTS:
Control Investments (greater than 25.00% voting control)(48)
Energy Solutions
Holdings Inc.(8)
Texas / Energy
Junior Secured Note (18.00%, due 12/12/2016)
Senior Secured Note to Vessel Holdings, LLC (18.00%,
due 12/12/2016)
Subordinated Secured Note to Jettco Marine Services,
LLC (12.00% (LIBOR + 6.11% with 5.89% LIBOR
floor) plus 4.00% PIK, in non-accrual status effective
10/1/2010, past due)(4)
Senior Secured Note to Yatesville Coal Holdings, LLC
(in non-accrual status effective 1/1/2009, past due)
Escrow Receivable
Common Stock (100 shares)
First Tower Holdings of
Delaware LLC(22)(29)
Mississippi /
Consumer Finance
Senior Secured Revolving Credit Facility — $400,000
Commitment (20.00% (LIBOR + 18.50% with 1.50%
LIBOR floor), due 6/30/2022)(4)(25)
Membership Interest
Net Revenue Interest (5% of Net Revenue)
The Healing Staff, Inc.(9) North Carolina /
Contracting
Secured Promissory Notes (15.00%, in non-accrual
status effective 12/22/2010, past due)
Senior Demand Note (15.00%, in non-accrual status
effective 11/1/2010, past due)
Common Stock (1,000 shares)
Manx Energy, Inc.(12)
Kansas /
Oil & Gas
Production
Senior Secured Note (13.00%, in non-accrual status
effective 1/19/2010, past due)
Series A-1 Preferred Stock (6,635 shares)
Common Stock (17,082 shares)
Nationwide Acceptance
Holdings LLC(22)(36)
Illinois /
Consumer Finance
Senior Secured Revolving Credit Facility — $30,000
Commitment (20.00% (LIBOR + 18.50% with 1.50%
LIBOR floor), due 1/31/2023)(4)(25)
Membership Interest
Net Revenue Interest (5% of Net Revenue)
NMMB Holdings, Inc.(24) New York / Media Senior Term Loan (14.00%, due 5/6/2016)
R-V Industries, Inc.
Pennsylvania /
Manufacturing
Senior Subordinated Term Loan (15.00%, due
5/6/2016)
Series A Preferred Stock (4,400 shares)
Senior Subordinated Note (10.00% (LIBOR + 9.00%
with 1.00% LIBOR floor), due 6/12/2018)(4)
Common Stock (545,107 shares)
Warrant (to purchase 200,000 shares of Common Stock,
expires 6/30/2017)
$
8,500 $
8,500 $
8,500
0.3%
3,500
3,500
3,500
0.1%
13,906
12,503
8,449
0.3%
1,449
264,760
1,688
1,170
500
21,308
16,000
2,800
32,750
1,449
—
8,318
34,270
264,760
43,193
—
307,953
1,686
1,170
975
3,831
500
—
—
500
21,308
3,843
—
25,151
16,000
2,800
4,400
23,200
32,750
5,087
1,682
39,519
— —%
— —%
0.2%
0.9%
6,247
26,696
264,760
20,447
12,877
298,084
10.0%
0.8%
0.5%
11.3%
— —%
— —%
— —%
— —%
346 —%
— —%
— —%
346 —%
21,308
2,142
1,701
25,151
13,149
0.8%
0.1%
0.1%
1.0%
0.5%
— —%
— —%
0.5%
13,149
32,750
18,522
6,796
58,068
1.2%
0.7%
0.3%
2.2%
See notes to consolidated financial statements.
118
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS – (CONTINUED)
(in thousands, except share data)
Portfolio Company
Locale / Industry
Investments(1)
June 30, 2013
Principal
Value
Cost
Fair
Value(2)
% of Net
Assets
LEVEL 3 PORTFOLIO INVESTMENTS:
Control Investments (greater than 25.00% voting control)(48)
Valley Electric
Holdings I, Inc.(35)
Washington /
Construction &
Engineering
Wolf Energy
Holdings Inc.(12)
Kansas /
Oil & Gas
Production
Senior Secured Note (9.00% (LIBOR + 6.00%, with
3.00% LIBOR floor) plus 9.00% PIK, due
12/31/2018)(4)
Senior Secured Note (8.00% (LIBOR + 5.00% with
3.00% LIBOR floor) plus 2.50% PIK, due
12/31/2017)(3)(4)
Common Stock (100 shares)
Net Revenue Interest (5% of Net Revenue)
Senior Secured Promissory Note secured by assets
formerly owned by H&M (18.00%, in non-accrual
status effective 4/15/2013, due 4/15/2018)(37)
Senior Secured Note to Appalachian Energy
Holdings, LLC (8.00%, in non-accrual status
effective 1/19/2010, past due)
Senior Secured Note to Appalachian Energy
Holdings, LLC (8.00%, in non-accrual status, past
due)
Senior Secured Note to Coalbed, LLC (8.00%, in
non-accrual status effective 1/19/2010, past due)(6)
Common Stock (100 shares)
Net Profits Interest (8% of Equity Distributions)(7)
$
34,063 $
34,063 $
34,063
1.3%
10,026
10,026
9,526
—
53,615
10,026
8,288
1,238
53,615
0.4%
0.3%
0.1%
2.1%
22,000
—
3,832
0.1%
2,642
2,000
546 —%
51
7,930
50
51 —%
5,990
—
—
8,040
830,151 $
— —%
— —%
520 —%
0.1%
30.6%
4,949
811,634
Affiliate Investments (5.00% to 24.99% voting control)(49)
Total Control Investments $
BNN Holdings Corp.
(f/k/a Biotronic
NeuroNetwork)
Michigan / Healthcare
BXC Holding
Company(20)
Georgia /
Textiles, Apparel & Luxury
Goods
Senior Secured Note (10.00% (LIBOR + 8.00%
with 2.00% LIBOR floor), due 12/17/2017)(3)(4)
Series A Preferred Stock (9,925.455 shares)(13)
Series B Preferred Stock (1,753.636 shares)(13)
Senior Secured Term Loan A (10.00% plus 1.00%
PIK, due 9/15/2015)
Senior Secured Term Loan B (10.00% plus 1.00%
PIK, due 9/15/2015)
Senior Secured Term Loan C (10.00% plus 1.00%
PIK, due 9/15/2015)
Senior Secured Term Loan (10.00% plus 1.00%
PIK, due 9/15/2015)
Series A Preferred Stock (1,000,000 shares)
Common Stock (10,000 shares)
Warrant (to purchase 15% of all classes of equity,
expires 8/31/2022)
Smart, LLC(14)
New York / Diversified /
Conglomerate Service
Membership Interest
29,550
29,550
2,300
579
32,429
29,550
2,832
1.1%
0.1%
533 —%
1.2%
32,915
1,712
1,702
1,712
0.1%
4,892
4,809
4,892
0.2%
2,371
2,371
2,371
0.1%
8,325
7,878
—
—
—
16,760
—
410 —%
— —%
— —%
— —%
0.4%
—%
9,385
143
Total Affiliate Investments $
—
49,189 $
143 —%
1.6%
42,443
See notes to consolidated financial statements.
119
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS – (CONTINUED)
(in thousands, except share data)
Portfolio Company
Locale / Industry
Investments(1)
LEVEL 3 PORTFOLIO INVESTMENTS:
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
ADAPCO, Inc.
Florida / Ecological
Common Stock (5,000 shares)
Aderant North
America, Inc.
Georgia /
Software & Computer
Services
Second Lien Term Loan (10.00% (LIBOR +
8.75% with 1.25% LIBOR floor), due
6/20/2019)(4)
Aircraft Fasteners
International, LLC
California / Machinery Class A Units (32,500 units)
June 30, 2013
Principal
Value
Cost
Fair
Value(2)
% of Net
Assets
$
141 $
141
335 —%
335 —%
$
7,000
6,900
7,000
0.3%
6,900
396
7,000
565
0.3%
—%
396
565 —%
ALG USA
Holdings, LLC
Pennsylvania / Hotels,
Restaurants & Leisure
Second Lien Term Loan (10.25% (LIBOR +
9.00% with 1.25% LIBOR floor), due
2/28/2020)(4)
12,000
11,764
12,000
0.4%
Allied Defense
Group, Inc.
Virginia / Aerospace &
Defense
Common Stock (10,000 shares)
American Gilsonite
Company
Utah /
Metal Services &
Minerals
Second Lien Term Loan (11.50%, due 9/1/2017)
38,500
Membership Interest(15)
Apidos CLO VIII(22)
Apidos CLO IX(22)
Apidos CLO XI(22)
Apidos CLO XII(22)
Cayman Islands /
Diversified Financial
Services
Cayman Islands /
Diversified Financial
Services
Cayman Islands /
Diversified Financial
Services
Cayman Islands /
Diversified Financial
Services
Subordinated Notes (Residual Interest)
19,730
Subordinated Notes (Residual Interest)
20,525
Subordinated Notes (Residual Interest)
38,340
Subordinated Notes (Residual Interest)
44,063
11,764
56
56
38,500
—
38,500
19,931
12,000
—
0.4%
—%
— —%
1.4%
38,500
4,058
42,558
19,718
0.2%
1.6%
0.7%
19,931
19,609
19,718
19,294
0.7%
0.7%
19,609
39,239
19,294
37,972
0.7%
1.4%
39,239
43,480
37,972
40,294
1.4%
1.5%
43,480
40,294
1.5%
Arctic Glacier
U.S.A., Inc.
Canada /
Food Products
Second Lien Term Loan (11.25% (LIBOR +
10.00% with 1.25% LIBOR floor), due
11/10/2019)(4)
Armor Holding
II LLC(16)
New York / Diversified
Financial Services
Second Lien Term Loan (9.25% (LIBOR +
8.00% with 1.25% LIBOR floor), due
12/26/2020)(4)
Atlantis Health Care Group
(Puerto Rico), Inc.
Puerto Rico / Healthcare Revolving Line of Credit — $7,000
Commitment (10.00% (LIBOR + 8.00% with
2.00% LIBOR floor), due 2/21/2014)(4)(25)(26)
Senior Term Loan (10.00% (LIBOR + 8.00%
with 2.00% LIBOR floor), due 2/21/2018)(3)(4)
Babson CLO Ltd.
2011-I(22)
Cayman Islands /
Diversified Financial
Services
Subordinated Notes (Residual Interest)
35,000
150,000
150,000
150,000
150,000
150,000
5.6%
5.6%
7,000
6,860
7,000
0.3%
6,860
7,000
0.3%
2,000
2,000
2,000
0.1%
39,352
39,352
41,352
34,499
39,352
41,352
34,450
1.5%
1.6%
1.3%
See notes to consolidated financial statements.
120
34,499
34,450
1.3%
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS – (CONTINUED)
(in thousands, except share data)
Portfolio Company
Locale / Industry
Investments(1)
June 30, 2013
Principal
Value
Cost
Fair
Value(2)
% of Net
Assets
LEVEL 3 PORTFOLIO INVESTMENTS:
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
Babson CLO Ltd.
2012-I(22)
Cayman Islands /
Diversified Financial
Services
Babson CLO Ltd.
2012-II(22)
Cayman Islands /
Diversified Financial
Services
Subordinated Notes (Residual Interest)
$
29,075
$
25,917
$
27,269
1.0%
Subordinated Notes (Residual Interest)
27,850
25,917
28,863
27,269
27,510
1.0%
1.0%
Blue Coat
Systems, Inc.(16)
Massachusetts / Software &
Computer Services
Second Lien Term Loan (9.50% (LIBOR +
8.50% with 1.00% LIBOR floor), due
6/28/2020)(4)
Broder Bros., Co.
Pennsylvania / Textiles,
Apparel & Luxury Goods
Senior Secured Notes (10.75% (LIBOR +
9.00% with 1.75% LIBOR floor), due
6/27/2018)(3)(4)
28,863
27,510
1.0%
11,000
10,890
11,000
0.4%
10,890
11,000
0.4%
99,500
99,500
99,323
3.7%
Brookside Mill
CLO Ltd.(22)
Cayman Islands /
Diversified Financial
Services
Subordinated Notes (Residual Interest)
26,000
99,500
23,896
99,323
23,743
3.7%
0.9%
Byrider Systems
Acquisition Corp.(22)
Indiana /
Auto Finance
Senior Subordinated Notes (12.00% plus
2.00% PIK, due 11/3/2016)(3)
Caleel + Hayden, LLC
(14)(31)
Colorado / Personal &
Nondurable Consumer
Products
Membership Interest
Escrow Receivable
Capstone
Logistics, LLC
Georgia / Commercial
Services
Senior Secured Term Loan A (6.50%
(LIBOR + 5.00% with 1.50% LIBOR floor),
due 9/16/2016)(4)
Senior Secured Term Loan B (11.50% (LIBOR
+ 10.00% with 1.50% LIBOR floor), due
9/16/2016)(3)(4)
23,896
23,743
0.9%
10,914
10,914
10,914
10,417
10,417
0.4%
0.4%
—
—
—
104 —%
137 —%
241 —%
97,291
97,291
97,291
3.7%
100,000
100,000
197,291
100,000
197,291
3.8%
7.5%
Cargo Airport Services
USA, LLC
New York / Transportation Senior Secured Term Loan (10.50% (LIBOR +
7.50% with 3.00% LIBOR floor), due
3/31/2016)(3)(4)
Common Equity (1.6 units)
43,977
Cent CLO 17 Limited(22) Cayman Islands /
Subordinated Notes (Residual Interest)
24,870
Diversified Financial
Services
43,977
1,639
45,616
24,615
44,417
1,860
46,277
25,454
1.7%
0.1%
1.8%
1.0%
CI Holdings(4)
Texas /
Software & Computer
Services
Senior Secured Term Loan (10.00% (LIBOR
+ 5.00% with 5.00% LIBOR floor), due
6/11/2019)
CIFC Funding
2011-I, Ltd.(4)(22)
Cayman Islands /
Diversified Financial
Services
Class D Senior Secured Notes (5.32%
(LIBOR + 5.00%), due 1/19/2023)
Class E Subordinated Notes (7.32% (LIBOR
+ 7.00%), due 1/19/2023)
Cinedigm DC
New York / Software &
Senior Secured Term Loan (11.00% (LIBOR
24,615
25,454
1.0%
114,713
114,713
114,713
4.3%
114,713
114,713
4.3%
19,000
15,029
15,844
0.6%
15,400
12,638
27,667
12,745
28,589
0.5%
1.1%
Holdings, LLC(4)
Computer Services
+ 9.00% with 2.00% LIBOR floor) plus
2.50% PIK, due 3/31/2021)
70,595
70,595
70,595
70,595
70,595
2.7%
2.7%
See notes to consolidated financial statements.
121
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS – (CONTINUED)
(in thousands, except share data)
Portfolio Company
Locale / Industry
Investments(1)
June 30, 2013
Principal
Value
Cost
Fair
Value(2)
% of Net
Assets
LEVEL 3 PORTFOLIO INVESTMENTS:
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
The Copernicus
Group, Inc.
North Carolina /
Healthcare
Escrow Receivable
$
—
$
130
—%
Correctional Healthcare
Holding Company, Inc.
Colorado / Healthcare
Second Lien Term Loan (11.25%, due
1/11/2020)(3)
$
27,100
—
27,100
130 —%
1.0%
27,100
27,100
27,100
1.0%
Coverall North
America, Inc.
Florida / Commercial
Services
Senior Secured Term Loan (11.50% (LIBOR
+ 8.50% with 3.00% LIBOR floor), due
12/17/2017)(3)(4)
CP Well Testing, LLC
Oklahoma / Oil & Gas
Production
Senior Secured Term Loan (13.50% (LIBOR
+ 11.00% with 2.50% LIBOR floor), due
10/03/2017)(4)
CRT MIDCO, LLC
Wisconsin / Media
Senior Secured Term Loan (10.50% (LIBOR
+ 7.50% with 3.00% LIBOR floor), due
6/30/2017)(3)(4)
Deltek, Inc.
Virginia /
Software & Computer
Services
Second Lien Term Loan (10.00% (LIBOR +
8.75% with 1.25% LIBOR floor), due
10/10/2019)(4)
Diamondback
Operating, LP
Oklahoma / Oil & Gas
Production
Net Profits Interest (15% of Equity
Distributions)(7)
Edmentum, Inc.
(f/k/a Archipelago Learning,
Inc.)(4)
Minnesota / Consumer
Services
Second Lien Term Loan (11.25% (LIBOR
+ 9.75% with 1.50% LIBOR floor), due
5/17/2019)
EIG Investors Corp.
Massachusetts / Software
& Computer Services
Second Lien Term Loan (10.25% (LIBOR +
9.00% with 1.25% LIBOR floor), due
5/09/2020)(4)(16)
39,303
39,303
39,303
1.5%
39,303
39,303
1.5%
19,125
71,106
19,125
19,125
71,106
71,106
19,125
19,125
0.7%
0.7%
71,106
71,106
2.7%
2.7%
12,000
11,833
12,000
0.5%
11,833
—
12,000
—
0.5%
—%
—
— —%
50,000
48,218
50,000
1.9%
48,218
50,000
1.9%
22,000
21,792
22,000
0.8%
Empire Today, LLC
Illinois / Durable
Consumer Products
Senior Secured Note (11.375%, due
2/1/2017)
15,700
EXL Acquisition Corp.
South Carolina /
Biotechnology
Escrow Receivable
Evanta Ventures, Inc.(11)
Oregon / Commercial
Services
Subordinated Unsecured (12.00% plus
1.00% PIK, due 9/28/2018)
10,479
Fairchild Industrial Products,
Co.
North Carolina /
Electronics
Escrow Receivable
Fischbein, LLC
North Carolina /
Machinery
Escrow Receivable
21,792
15,332
15,332
—
—
10,479
10,479
—
—
—
—
22,000
14,650
0.8%
0.6%
14,650
14
0.6%
—%
14 —%
10,479
10,479
149
0.4%
0.4%
—%
149 —%
—%
225
225 —%
Focus Brands, Inc.(4)
Georgia / Consumer
Services
Second Lien Term Loan (10.25% (LIBOR
+ 9.00% with 1.25% LIBOR floor), due
8/21/2018)
18,000
17,731
17,731
18,000
18,000
0.7%
0.7%
FPG, LLC
Illinois /
Durable Consumer
Products
Senior Secured Term Loan (12.00% (LIBOR
+ 11.00% with 1.00% LIBOR floor), due
1/20/2017)(4)
Common Stock (5,638 shares)
21,401
21,401
27
21,428
21,401
0.8%
19 —%
21,420
0.8%
See notes to consolidated financial statements.
122
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS – (CONTINUED)
(in thousands, except share data)
Portfolio Company
Locale / Industry
Investments(1)
June 30, 2013
Principal
Value
Cost
Fair
Value(2)
% of Net
Assets
LEVEL 3 PORTFOLIO INVESTMENTS:
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
Subordinated Notes (Residual Interest)
$
22,000
$
20,792
$
21,657
0.8%
Gulf Coast Machine &
Supply Company
Texas / Manufacturing
Senior Secured Term Loan (10.50% (LIBOR +
8.50% with 2.00% LIBOR floor), due
10/12/2017)(3)(4)
Galaxy XII CLO, Ltd.(22)
Galaxy XV CLO, Ltd.(22)
Cayman Islands /
Diversified Financial
Services
Cayman Islands /
Diversified Financial
Services
Grocery Outlet, Inc.
California / Retail
Halcyon Loan Advisors
Funding 2012-1 Ltd.(22)
Cayman Islands /
Diversified Financial
Services
Halcyon Loan Advisors
Funding 2013-1 Ltd.(22)
Cayman Islands /
Diversified Financial
Services
Hoffmaster Group, Inc.(4) Wisconsin / Personal &
Nondurable Consumer
Products
Subordinated Notes (Residual Interest)
35,025
Second Lien Term Loan (10.50% (LIBOR +
9.25% with 1.25% LIBOR floor), due
6/17/2019)(4)
14,457
41,213
Subordinated Notes (Residual Interest)
23,188
Subordinated Notes (Residual Interest)
40,400
20,792
32,119
21,657
30,227
0.8%
1.1%
32,119
30,227
1.1%
14,127
14,127
41,213
41,213
22,279
14,457
14,457
0.5%
0.5%
31,972
31,972
22,724
1.2%
1.2%
0.9%
22,279
41,085
22,724
38,291
0.9%
1.4%
41,085
38,291
1.4%
Second Lien Term Loan (11.00% (LIBOR +
9.50% with 1.50% LIBOR floor), due
1/3/2019)
Second Lien Term Loan (10.25% (LIBOR +
9.00% with 1.25% LIBOR floor), due
1/3/2019)
20,000
19,831
19,598
0.7%
1,000
43,100
991
20,822
43,310
955 —%
20,553
33,929
0.7%
1.3%
ICON Health & Fitness, Inc. Utah / Durable Consumer
Products
Senior Secured Note (11.875%, due
10/15/2016)(3)
IDQ Holdings, Inc.
Texas / Automobile
Senior Secured Note (11.50%, due
4/1/2017)
12,500
ING IM CLO
2012-2, Ltd.(22)
ING IM CLO
2012-3, Ltd.(22)
ING IM CLO
2012-4, Ltd.(22)
Cayman Islands /
Diversified Financial
Services
Cayman Islands /
Diversified Financial
Services
Cayman Islands /
Diversified Financial
Services
Income Notes (Residual Interest)
38,070
Income Notes (Residual Interest)
46,632
Income Notes (Residual Interest)
40,613
43,310
33,929
1.3%
12,300
12,300
34,904
12,500
12,500
36,848
0.5%
0.5%
1.4%
34,904
44,454
36,848
46,361
1.4%
1.7%
44,454
39,255
46,361
41,153
1.7%
1.5%
39,255
41,153
1.5%
Injured Workers Pharmacy,
LLC
Massachusetts / Healthcare Second Lien Term Loan (11.50% (LIBOR +
7.00% with 4.50% LIBOR floor) plus
1.00% PIK, due 5/31/2019)(3)(4)
22,430
22,430
22,430
22,430
22,430
0.8%
0.8%
InterDent, Inc.(4)
California / Healthcare
Senior Secured Term Loan A (8.00%
(LIBOR + 6.50% with 1.50% LIBOR floor),
due 8/3/2017)
Senior Secured Term Loan B (13.00%
(LIBOR + 10.00% with 3.00% LIBOR floor),
due 8/3/2017)(3)
53,475
53,475
53,475
2.0%
55,000
55,000
108,475
55,000
108,475
2.1%
4.1%
See notes to consolidated financial statements.
123
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS – (CONTINUED)
(in thousands, except share data)
Portfolio Company
Locale / Industry
Investments(1)
LEVEL 3 PORTFOLIO INVESTMENTS:
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
June 30, 2013
Principal
Value
Cost
Fair
Value(2)
% of Net
Assets
JHH Holdings, Inc.
Texas / Healthcare
Second Lien Term Loan (12.00% (LIBOR +
10.00% with 2.00% LIBOR floor) plus 1.50%
PIK, due 6/23/2018)(3)(4)
LaserShip, Inc.(4)
Virginia /
Transportation
Revolving Line of Credit — $5,000 Commitment
(10.25% (LIBOR + 8.25% with 2.00% LIBOR
floor), due 12/21/2014)(25)
Senior Secured Term Loan (10.25% (LIBOR +
8.25% with 2.00% LIBOR floor), due 12/21/2017)
(3)
LCM XIV Ltd.(22)
Cayman Islands /
Diversified Financial
Services
Income Notes (Residual Interest)
$
16,119 $
16,119 $
16,119
16,119
16,119
0.6%
0.6%
—
—
— —%
37,031
26,500
37,031
37,031
25,838
37,031
37,031
25,838
1.4%
1.4%
1.0%
LHC Holdings Corp.
Florida / Healthcare
Madison Park
Funding IX, Ltd.(22)
Cayman Islands /
Diversified Financial
Services
Material Handling
Services, LLC(4)
Ohio /
Business Services
Revolving Line of Credit — $750 Commitment
(8.50% (LIBOR + 6.00% with 2.50% LIBOR
floor), due 5/31/2015)(4)(25)(26)
Senior Subordinated Debt (10.50%, due 5/31/2015)
(3)
Common Stock (125 shares)
—
2,865
Subordinated Notes (Residual Interest)
31,110
25,838
25,838
1.0%
—
— —%
2,865
216
3,081
26,401
2,865
0.1%
245 —%
3,110
26,596
0.1%
1.0%
26,401
26,596
1.0%
Senior Secured Term Loan (10.50% (LIBOR +
8.50% with 2.00% LIBOR floor), due 7/5/2017)
(3)
Senior Secured Term Loan (10.00% (LIBOR +
8.00% with 2.00% LIBOR floor), due
12/21/2017)
Maverick Healthcare
Equity, LLC
Arizona / Healthcare
Preferred Units (1,250,000 units)
Class A Common Units (1,250,000 units)
Medical Security Card
Company, LLC(4)
Arizona / Healthcare
Revolving Line of Credit — $1,500 Commitment
(9.50% (LIBOR + 7.00% with 2.50% LIBOR
floor), due 2/1/2016)(25)
First Lien Term Loan (11.25% (LIBOR + 8.75%
with 2.50% LIBOR floor), due 2/1/2016)(3)
Mountain View CLO
2013-I Ltd.(22)
Cayman Islands /
Diversified Financial
Services
Subordinated Notes (Residual Interest)
43,650
27,580
27,580
27,199
1.0%
37,959
37,959
65,539
1,252
—
1,252
37,035
64,234
1.4%
2.4%
780 —%
— —%
780 —%
—
—
— —%
13,427
13,427
13,427
44,235
13,427
13,427
43,192
0.5%
0.5%
1.6%
44,235
43,192
1.6%
National Bankruptcy
Services, LLC(3)(4)
Texas /
Diversified Financial
Services
Senior Subordinated Term Loan (12.00%
(LIBOR + 9.00% with 3.00% LIBOR floor) plus
1.50% PIK, due 7/17/2017)
Naylor, LLC(4)
Florida / Media
Revolving Line of Credit — $2,500 Commitment
(11.00% (LIBOR + 8.00% with 3.00% LIBOR
floor), due 6/7/2017)(25)
Senior Secured Term Loan (11.00% (LIBOR +
18,683
18,683
18,683
16,883
16,883
0.6%
0.6%
—
—
— —%
8.00% with 3.00% LIBOR floor), due 6/7/2017)
(3)
46,170
46,170
46,170
46,170
46,170
1.7%
1.7%
See notes to consolidated financial statements.
124
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS – (CONTINUED)
(in thousands, except share data)
Portfolio Company
Locale / Industry
Investments(1)
June 30, 2013
Principal
Value
Cost
Fair
Value(2)
% of Net
Assets
LEVEL 3 PORTFOLIO INVESTMENTS:
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
New Century
Transportation, Inc.
New Jersey /
Transportation
Senior Subordinated Term Loan (12.00%
(LIBOR + 10.00% with 2.00% LIBOR floor)
plus 3.00% PIK, due 2/3/2018)(3)(4)
New Star Metals, Inc.
Indiana /
Metal Services &
Minerals
Senior Subordinated Term Loan (11.50%
(LIBOR + 8.50% with 3.00% LIBOR floor)
plus 1.00% PIK, due 2/2/2018)(4)
Nixon, Inc.
California / Durable
Consumer Products
Senior Secured Term Loan (8.75% plus 2.75%
PIK, due 4/16/2018)(16)
NRG Manufacturing, Inc. Texas / Manufacturing Escrow Receivable
Octagon Investment
Partners XV, Ltd.(22)
Cayman Islands /
Diversified Financial
Services
Pegasus Business
Intelligence, LP(4)
Texas /
Diversified Financial
Services
Income Notes (Residual Interest)
26,901
Revolving Line of Credit — $2,500
Commitment (9.00% (LIBOR + 7.75% with
1.25% LIBOR floor), due 4/18/2014)(25)
Senior Secured Term Loan A (6.75% (LIBOR +
5.50% with 1.25% LIBOR floor), due
4/18/2018)
Senior Secured Term Loan B (13.75% (LIBOR
+ 12.50% with 1.25% LIBOR floor), due
4/18/2018)
Pelican Products, Inc.(16) California / Durable
Consumer Products
Second Lien Term Loan (11.50% (LIBOR +
10.00% with 1.50% LIBOR floor), due 6/14/2019)
(3)(4)
The Petroleum Place, Inc. Colorado / Software &
Computer Services
Second Lien Term Loan (10.00% (LIBOR +
8.75% with 1.25% LIBOR floor), due 5/20/2019)
(4)
Pinnacle (US) Acquisition
Co. Limited(16)
Texas / Software &
Computer Services
Second Lien Term Loan (10.50% (LIBOR +
9.25% with 1.25% LIBOR floor), due 8/3/2020)
(4)
Pre-Paid Legal
Services, Inc.(16)
Oklahoma / Consumer
Services
Senior Subordinated Term Loan (11.50%
(PRIME + 8.25%), due 12/31/2016)(3)(4)
Prince Mineral
Holding Corp.
New York /
Metal Services &
Minerals
Senior Secured Term Loan (11.50%, due
12/15/2019)
Progrexion
Holdings, Inc.(4)(28)
Utah /
Consumer Services
Senior Secured Term Loan (10.50% (LIBOR +
8.50% with 2.00% LIBOR floor), due 9/14/2017)
(3)
$
45,120 $
45,120 $
45,120
44,166
44,166
1.7%
1.7%
50,274
15,509
50,274
50,274
15,252
15,252
—
—
26,919
50,274
50,274
14,992
14,992
3,618
3,618
25,515
1.9%
1.9%
0.6%
0.6%
0.1%
0.1%
1.0%
26,919
25,515
1.0%
—
—
— —%
15,938
15,938
15,938
0.6%
15,938
15,000
15,938
31,876
14,729
14,729
15,938
31,876
0.6%
1.2%
15,000
15,000
0.6%
0.6%
22,000
21,690
22,000
0.8%
21,690
22,000
0.8%
10,000
5,000
10,000
9,815
9,815
5,000
5,000
9,888
10,000
10,000
5,000
5,000
10,000
0.4%
0.4%
0.2%
0.2%
0.4%
9,888
10,000
0.4%
241,033
241,033
241,033
241,033
241,033
9.1%
9.1%
Rocket
Software, Inc.(3)(4)
Massachusetts /
Software & Computer
Services
Second Lien Term Loan (10.25% (LIBOR +
8.75% with 1.50% LIBOR floor), due 2/8/2019)
20,000
19,719
20,000
0.8%
Royal Adhesives &
Sealants, LLC
Indiana /
Chemicals
Senior Subordinated Unsecured Term Loan
(12.00% plus 2.00% PIK, due 11/29/2016)
19,719
20,000
0.8%
28,364
28,364
28,364
28,648
28,648
1.1%
1.1%
See notes to consolidated financial statements.
125
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS – (CONTINUED)
(in thousands, except share data)
Portfolio Company
Locale / Industry
Investments(1)
LEVEL 3 PORTFOLIO INVESTMENTS:
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
Ryan, LLC(4)
Texas /
Business Services
Subordinated Secured Notes (12.00% (LIBOR +
9.00% with 3.00% LIBOR floor) plus 3.00% PIK, due
6/30/2018)
Sandow Media, LLC
Florida / Media
Senior Secured Term Loan (10.50% (LIBOR + 8.50%
with 2.00% LIBOR floor) plus 1.50% PIK, due
5/8/2018)(4)
Seaton Corp.(3)(4)
Illinois /
Business Services
Subordinated Secured (12.50% (LIBOR + 9.00% with
3.50% LIBOR floor) plus 2.00% PIK, due 3/14/2014)
Subordinated Secured (12.50% (LIBOR + 9.00% with
3.50% LIBOR floor) plus 2.00% PIK, due 3/14/2015)
SESAC
Holdco II LLC(16)
Tennessee / Media
Second Lien Term Loan (10.00% (LIBOR + 8.75%
with 1.25% LIBOR floor), due 7/12/2019)(4)
June 30, 2013
Principal
Value
Cost
Fair
Value(2)
% of Net
Assets
$
70,000 $
70,000 $
70,000
70,000
70,000
2.6%
2.6%
24,900
24,900
24,900
24,900
24,900
0.9%
0.9%
3,305
3,249
3,305
0.1%
10,005
6,000
Skillsoft Public Limited
Company(22)
Ireland / Software &
Computer Services
Senior Unsecured Notes (11.125%, due 6/1/2018)
15,000
Snacks Parent
Corporation
Minnesota /
Food Products
Series A Preferred Stock (4,021.45 shares)
Series B Preferred Stock (1,866.10 shares)
Warrant (to purchase 31,196.52 shares of Common
Stock, expires 11/12/2020)
Southern Management
Corporation(22)(30)
South Carolina /
Consumer Finance
Second Lien Term Loan (12.00% plus 5.00% PIK, due
5/31/2017)
Spartan Energy
Services, Inc.(3)(4)
Louisiana / Energy Senior Secured Term Loan (10.50% (LIBOR + 9.00%
with 1.50% LIBOR floor), due 12/28/2017)
17,565
29,625
Speedy Group
Holdings Corp.
Canada /
Consumer Finance
Senior Unsecured Notes (12.00%, due 11/15/2017)(22)
15,000
Sport Helmets
Holdings, LLC(14)
New York /
Personal &
Nondurable
Consumer Products
Escrow Receivable
Stauber Performance
Ingredients, Inc.(3)(4)
California /
Food Products
Senior Secured Term Loan (10.50% (LIBOR + 7.50%
with 3.00% LIBOR floor), due 1/21/2016)
Senior Secured Term Loan (10.50% (LIBOR + 7.50%
with 3.00% LIBOR floor), due 5/21/2017)
10,005
13,254
5,914
5,914
14,927
14,927
56
56
479
591
17,565
17,565
29,625
29,625
15,000
15,000
—
10,005
13,310
6,000
6,000
15,000
0.4%
0.5%
0.2%
0.2%
0.6%
15,000
0.6%
56 —%
56 —%
484 —%
596 —%
18,267
18,267
29,625
29,625
15,000
0.7%
0.7%
1.1%
1.1%
0.6%
15,000
389
0.6%
—%
—
389 —%
16,594
16,594
16,594
0.6%
10,238
10,238
26,832
10,238
26,832
0.4%
1.0%
Stryker Energy, LLC
Ohio /
Oil & Gas Production
Subordinated Secured Revolving Credit Facility —
$50,300 Commitment (8.50% (LIBOR + 7.00% with
1.50% LIBOR floor) plus 3.75% PIK, in non-accrual
status effective 12/1/2011, due 12/1/2015)(4)(25)
Overriding Royalty Interest(18)
34,738
Symphony CLO
IX Ltd.(22)
Cayman Islands /
Diversified Financial
Services
Preference Shares (Residual Interest)
45,500
32,711
—
32,711
42,289
— —%
— —%
— —%
1.7%
43,980
See notes to consolidated financial statements.
126
42,289
43,980
1.7%
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS – (CONTINUED)
(in thousands, except share data)
Portfolio Company
Locale / Industry
Investments(1)
LEVEL 3 PORTFOLIO INVESTMENTS:
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
June 30, 2013
Principal
Value
Cost
Fair
Value(2)
% of Net
Assets
System One
Holdings, LLC(3)(4)
Pennsylvania /
Business Services
Senior Secured Term Loan (11.00% (LIBOR + 9.50%
with 1.50% LIBOR floor), due 12/31/2018)
Targus Group
International, Inc.(16)
California / Durable
Consumer Products
First Lien Term Loan (11.00% (LIBOR + 9.50% with
1.50% LIBOR floor), due 5/25/2016)(3)(4)
TB Corp.(3)
Texas / Hotels,
Restaurants & Leisure
Senior Subordinated Note (12.00% plus 1.50% PIK, due
12/18/2018)
Therakos, Inc.
New Jersey /
Healthcare
Second Lien Term Loan (11.25% (LIBOR + 10.00% with
1.25% LIBOR floor), due 6/27/2018)(4)(16)
$ 32,000 $
32,000 $
32,000
23,520
23,361
8,000
23,209
23,209
23,361
23,361
7,773
7,773
32,000
32,000
23,520
23,520
23,361
23,361
1.2%
1.2%
0.9%
0.9%
0.9%
0.9%
8,000
8,000
0.3%
0.3%
Second Lien Term Loan (10.75%, (LIBOR + 9.25% with
1.50% LIBOR floor), due 1/8/2018)(3)(4)
39,000
39,000
39,000
1.5%
Totes Isotoner
Corporation
Ohio / Personal &
Nondurable
Consumer Products
Traeger Pellet
Grills LLC(4)
Oregon /
Durable Consumer
Products
Revolving Line of Credit — $10,000 Commitment
(9.00% (LIBOR + 7.00% with 2.00% LIBOR floor), due
6/18/2014)(25)
Senior Secured Term Loan A (6.50% (LIBOR + 4.50%
with 2.00% LIBOR floor), due 6/18/2018)
Senior Secured Term Loan B (11.50% (LIBOR + 9.50%
with 2.00% LIBOR floor), due 6/18/2018)
TransFirst
Holdings, Inc.(4)
New York /
Software & Computer
Services
Second Lien Term Loan (11.00%, (LIBOR + 9.75%
with 1.25% LIBOR floor), due 6/27/2018)
United Sporting
Companies, Inc.(5)
South Carolina /
Durable Consumer
Products
Wind River Resources
Corporation
Utah /
Oil & Gas Production
Second Lien Term Loan (12.75% (LIBOR + 11.00% with
1.75% LIBOR floor), due 5/16/2018)(4)
160,000
160,000
160,000
6.0%
160,000
160,000
6.0%
Senior Secured Note (13.00% (LIBOR + 7.50% with
5.50% LIBOR floor) plus 3.00% default interest on
principal, 16.00% default interest on past due interest, in
non-accrual status effective 12/1/2008, past due)(4)
Net Profits Interest (5% of Equity Distributions)(7)
— —%
— —%
— —%
Total Non-Control/Non-Affiliate Investments (Level 3) $ 3,376,375 $ 3,318,663 124.9%
14,750
—
14,750
15,000
Total Level 3 Portfolio Investments $ 4,255,715 $ 4,172,740 157.1%
See notes to consolidated financial statements.
127
39,000
39,000
1.5%
6,143
6,143
6,143
0.3%
30,000
30,000
30,000
1.1%
30,000
30,000
66,143
30,000
66,143
1.1%
2.5%
5,000
4,860
5,000
0.2%
4,860
5,000
0.2%
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS – (CONTINUED)
(in thousands, except share data)
Portfolio Company
Locale /
Industry
Investments(1)
Principal
Value
Cost
Fair
Value(2)
% of Net
Assets
June 30, 2013
LEVEL 1 PORTFOLIO INVESTMENTS:
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
Dover Saddlery, Inc.
Massachusetts /
Retail
Common Stock (30,974 shares)
$
63
$
112
—%
Total Non-Control/Non-Affiliate Investments (Level 1) $
63
63 $
112 —%
112 —%
Total Non-Control/Non-Affiliate Investments $ 3,376,438 $ 3,318,775
124.9%
Total Portfolio Investments $ 4,255,778 $ 4,172,852
157.1%
See notes to consolidated financial statements.
128
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS – (CONTINUED)
(in thousands, except share data)
Endnote Explanations for the Consolidated Schedules of Investments
(1) References herein to "we", "us" or "our" refer to Prospect Capital Corporation ("Prospect") and its subsidiaries unless the context specifically
requires otherwise. The securities in which Prospect has invested were acquired in transactions that were exempt from registration under the
Securities Act of 1933, as amended (the “Securities Act”). These securities may be resold only in transactions that are exempt from registration
under the Securities Act.
(2)
(3)
Fair value is determined by or under the direction of our Board of Directors. As of June 30, 2014 and June 30, 2013 , one of our portfolio
investments, Dover Saddlery, Inc. was publicly traded and classified as Level 1 within the valuation hierarchy established by ASC 820, Fair
Value Measurement (“ASC 820”). As of June 30, 2014 and June 30, 2013 , the fair value of our remaining portfolio investments was determined
using significant unobservable inputs. ASC 820 classifies such inputs used to measure fair value as Level 3 within the valuation hierarchy. See
Notes 2 and 3 within the accompanying notes to consolidated financial statements for further discussion.
Security, or a portion thereof, is held by Prospect Capital Funding LLC (“PCF”), our wholly-owned subsidiary and a bankruptcy remote special
purpose entity, and is pledged as collateral for the Revolving Credit Facility and such security is not available as collateral to our general
creditors (see Note 4). The fair values of these investments held by PCF at June 30, 2014 and June 30, 2013 were $1,500,897 and $833,310 ,
respectively; they represent 24.0% and 20.0% of our total investments, respectively.
(4)
Security, or portion thereof, has a floating interest rate which may be subject to a LIBOR or PRIME floor. Stated interest rate was in effect at
June 30, 2014 and June 30, 2013 .
(5) Ellett Brothers, LLC, Evans Sports, Inc., Jerry’s Sports, Inc., Simmons Gun Specialties, Inc., Bonitz Brothers, Inc., and Outdoor Sports
Headquarters, Inc. are joint borrowers on our second lien loan. United Sporting Companies, Inc. is a parent guarantor of this debt investment.
(6) During the quarter ended December 31, 2009, we created two new entities, Coalbed, Inc. and Coalbed, LLC, to foreclose on the outstanding
senior secured loan and assigned rights and interests of Conquest Cherokee, LLC (“Conquest”) as a result of the deterioration of Conquest’s
financial performance and inability to service debt payments. We owned 1,000 shares of common stock in Coalbed, Inc., representing 100% of
the issued and outstanding common stock. Coalbed, Inc., in turn, owned 100% of the membership interest in Coalbed, LLC. On October 21,
2009, Coalbed, LLC foreclosed on the loan formerly made to Conquest. On January 19, 2010, as part of the Manx Energy, Inc. ("Manx") rollup,
the Coalbed, LLC assets and loan were assigned to Manx, the holding company. On June 30, 2012, Manx contributed our investment in Coalbed,
LLC to Wolf Energy Holdings Inc. ("Wolf Energy Holdings"), a newly-formed, separately owned holding company. Our Board of Directors set
the fair value at zero for the loan position in Coalbed, LLC investment as of June 30, 2014 and June 30, 2013 . As of June 30, 2014, Prospect
owns 41% of the equity of Manx.
(7)
In addition to the stated returns, the net profits interest held will be realized upon sale of the borrower or a sale of the interests.
(8) During the quarter ended December 31, 2011, our ownership of Change Clean Energy Holdings, LLC, Change Clean Energy, LLC, Freedom
Marine Services Holdings, LLC (“Freedom Marine”), and Yatesville Coal Holdings, LLC was transferred to Energy Solutions Holdings Inc.
(f/k/a Gas Solutions Holdings, Inc.) (“Energy Solutions”) to consolidate all of our energy holdings under one management team. We own 100%
of Energy Solutions. On December 28, 2011, we made a $3,500 debt investment in Vessel Holdings, LLC, a subsidiary of Freedom Marine. On
November 25, 2013, we provided $13,000 in senior secured debt financing for the recapitalization of our investment in Jettco Marine Services,
LLC (“Jettco”), a subsidiary of Freedom Marine. The subordinated secured loan to Jettco was replaced with a senior secured note to Vessel
Holdings II, LLC, a new subsidiary of Freedom Marine. On December 3, 2013, we made a $16,000 senior secured investment in Vessel Holdings
III, LLC, another new subsidiary of Freedom Marine. In June 2014, Freedom Marine Services Holdings, LLC was renamed Freedom Marine
Solutions, LLC; Vessel Holdings, LLC was renamed Vessel Company, LLC; Vessel Holdings II, LLC was renamed Vessel Company II, LLC;
Vessel Holdings III, LLC was renamed Vessel Company III, LLC; Yatesville Coal Holdings, LLC was renamed Yatesville Coal Company, LLC;
and Change Clean Energy Holdings, LLC was renamed change Clean Energy Company, LLC. Energy Solutions continues to own 100% of all
entities as of June 30, 2014 .
(9) We own 100% of the equity of The Healing Staff, Inc. ("THS") and 100% of the equity of Vets Securing America, Inc., which is operated by
THS management.
(10) GTP Operations, LLC (f/k/a CI (Transplace) Holdings, LLC), Transplace, LLC, CI (Transplace) International, LLC, Transplace Freight Services,
LLC, Transplace Texas, LP, Transplace Stuttgart, LP, Transplace International, Inc., Celtic International, LLC, and Treetop Merger Sub, LLC are
joint borrowers on our senior secured investment.
(11) Evanta Ventures, Inc. and Sports Leadership Institute, Inc. are joint borrowers on our investment.
See notes to consolidated financial statements.
129
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS – (CONTINUED)
(in thousands, except share data)
Endnote Explanations for the Consolidated Schedules of Investments (Continued)
(12) On January 19, 2010, we modified the terms of our senior secured debt in Appalachian Energy Holdings, LLC ("AEH") and Coalbed, LLC
("Coalbed") in conjunction with the formation of Manx, a new entity consisting of the assets of AEH, Coalbed and Kinley Exploration. The
assets of the three companies were brought under new common management. We funded $2,800 at closing to Manx to provide for working
capital. A portion of our loans to AEH and Coalbed was exchanged for Manx preferred equity, while our AEH equity interest was converted into
Manx common stock. There was no change to fair value at the time of restructuring. On June 30, 2012, Manx returned the investments in
Coalbed and AEH to us and we contributed these investments to Wolf Energy Holdings, a newly-formed, separately owned holding company.
Effective June 6, 2014, Appalachian Energy Holdings LLC was renamed Appalachian Energy LLC. We continue to fully reserve any income
accrued for Manx. During the quarter ended June 30, 2013, we determined that the impairment of Manx was other-than-temporary and recorded a
realized loss of $9,397 for the amount that the amortized cost exceeded the fair value. The Board of Directors set the fair value of our investment
in Manx at zero and $346 as of June 30, 2014 and June 30, 2013 , respectively.
(13) On a fully diluted basis represents 10.00% of voting common shares.
(14) A portion of the positions listed was issued by an affiliate of the portfolio company.
(15) We own 99.9999% of AGC/PEP, LLC. AGC/PEP, LLC owns 2,037.65 out of a total of 83,818.69 shares (including 5,111 vested and unvested
management options) of American Gilsonite Holding Company which owns 100% of American Gilsonite Company.
(16) Syndicated investment which had been originated by another financial institution and broadly distributed.
(17) MITY Holdings of Delaware Inc. (“Mity Delaware”), an entity in which we own 100% of the common stock, owns 94.99% of the equity of
MITY Enterprises, Inc. (“Mity”). Mity owns 100% of each of MITY-Lite, Inc., Broda Enterprises USA, Inc. and Broda Canada ULC. On June
23, 2014, Prospect made a new $15,769 debt investment in Mity and Mity distributed proceeds to Mity Delaware as a return of capital. Mity
Delaware used this distribution to pay down the senior secured debt of Mity Delaware to Prospect by the same amount. The remaining amount of
the senior secured debt due from Mity Delaware to Prospect, $7,200, was then contributed to the capital of Mity Delaware. As a result of this
transaction, Prospect held the $15,769 Mity note. Effective June 23, 2014, Mity Enterprises, Inc. was renamed MITY, Inc. and Broda Enterprises
USA, Inc. was renamed Broda USA, Inc. On June 23, 2014, Prospect also extended a new $7,500 senior secured revolving facility to Mity, of
which none was funded at closing.
(18) The overriding royalty interests held receive payments at the stated rates based upon operations of the borrower.
(19) On December 31, 2009, we sold our investment in Aylward Enterprises, LLC. AWC, LLC is the remaining holding company with zero assets.
Our remaining outstanding debt after the sale was written off on December 31, 2009 and no value has been assigned to the equity position as of
June 30, 2014 and June 30, 2013 .
(20) Boxercraft Incorporated ("Boxercraft") and BXC Company, Inc. (f/k/a BXC Holding Company) ("BXC") are joint borrowers on our senior
secured investments. Effective as of March 28, 2014, we acquired voting control of BXC pursuant to a voting agreement and irrevocable proxy.
Effective May 8, 2014, we acquired control of BXC by transferring shares held by the other equity holders of BXC to Prospect pursuant to an
assignment agreement entered into with such other equity holders. We own 86.7% of Series A preferred stock, 96.8% of Series B preferred stock,
and 83.1% of the fully-diluted common stock of BXC. BXC owns 100% of the common stock of Boxercraft. We own a warrant to purchase 15%
of all classes of equity of BXC, which currently consists of 3,755,000 shares of Series A preferred stock, 625,000 shares of Series B preferred
stock, and 43,800 shares of voting common stock.
(21) We owned warrants to purchase 33,750 shares of common stock in Metal Buildings Holding Corporation (“Metal Buildings”), the former holding
company of Borga, Inc. Metal Buildings owned 100% of Borga, Inc. On March 8, 2010, we foreclosed on the stock in Borga, Inc. that was held
by Metal Buildings, obtaining 100% ownership of Borga, Inc. On January 24, 2014, we contributed our holdings in Borga, Inc. to STI Holding,
Inc., a wholly-owned holding company.
(22)
Investment has been designated as an investment not “qualifying” under Section 55(a) of the Investment Company Act of 1940 (the “1940 Act”).
Under the 1940 Act, we may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least
70% of our total assets. We monitor the status of these assets on an ongoing basis.
(23) NCP Finance Limited Partnership, NCP Finance Ohio, LLC and certain affiliates thereof, are joint borrowers on our subordinated secured
investment.
See notes to consolidated financial statements.
130
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS – (CONTINUED)
(in thousands, except share data)
Endnote Explanations for the Consolidated Schedules of Investments (Continued)
(24) On May 6, 2011, we made a secured first lien $24,250 debt investment to NMMB, Inc. (f/k/a NMMB Acquisition, Inc.) ("NMMB" ), a $2,800
secured debt and $4,400 equity investment to NMMB Holdings, Inc ("NMMB Holdings"). We owned 100% of the Series A Preferred Stock in
NMMB Holdings. NMMB Holdings owned 100% of the Convertible Preferred Stock in NMMB. On December 13, 2013, we provided $8,086 in
preferred equity for the recapitalization of NMMB Holdings. After the restructuring, we received repayment of $2,800 secured debt outstanding.
We own 100% of the equity of NMMB Holdings as of June 30, 2014 and June 30, 2013 . NMMB Holdings owns 92.93% and 83.48% of the
fully diluted equity of NMMB as of June 30, 2014 and June 30, 2013 , respectively. NMMB owns 100% of Refuel Agency, Inc (“Refuel
Agency”), which owns 100% of Armed Forces Communications, Inc. (“Armed Forces”). On June 12, 2014, Prospect made a new $7,000 senior
secured term loan to Armed Forces. Armed Forces distributed this amount to Refuel Agency as a return of capital. Refuel Agency distributed this
amount to NMMB as a return of capital, which was used to pay down $7,000 of NMMB’s $10,714 senior secured term loan to Prospect.
(25) Undrawn committed revolvers and delayed draw term loans to our portfolio companies incur commitment and unused fees ranging from 0.00%
to 2.00%. As of June 30, 2014 and June 30, 2013 , we had $143,597 and $202,518 , respectively, of undrawn revolver and delayed draw term
loan commitments to our portfolio companies.
(26) Stated interest rates are based on June 30, 2014 and June 30, 2013 one month or three month Libor rates plus applicable spreads based on the
respective credit agreements. Interest rates are subject to change based on actual elections by the borrower for a Libor rate contract or Base Rate
contract when drawing on the revolver.
(27) On July 30, 2010, we made a $30,000 senior secured debt investment in Airmall Inc. (f/k/a AIRMALL USA Holdings, Inc.) ("Airmall" ), a
$12,500 secured second lien in AMU Holdings Inc. ("AMU"), and acquired 100% of the Series A preferred stock and common stock of AMU.
Our preferred stock in AMU has a 12.0% dividend rate which is paid from the dividends received from its operating subsidiary, Airmall. AMU
owns 100% of the common stock in Airmall. On December 4, 2013, we sold a $972 participation in both debt investments, equal to 2% of the
outstanding principal amount of loans on that date. On June 13, 2014, Prospect made a new $19,993 investment as a senior secured loan to
Airmall. Airmall then distributed this amount to AMU as a return of capital, which AMU used to pay down the senior subordinated loan in the
same amount. The minority interest held by a third party in AMU was exchanged for common stock of Airmall. As of June 30, 2014 , we own
100% of the equity of AMU, which owns 98% of Airmall.
(28) Progrexion Marketing, Inc., Progrexion Teleservices, Inc., Progrexion ASG, Inc. Progrexion IP, Inc. and Efolks, LLC, are joint borrowers on our
senior secured investment. Progrexion Holdings, Inc. and eFolks Holdings, Inc. are the guarantors of this debt investment.
(29) First Tower Holdings of Delaware, LLC (“First Tower Delaware”), an entity that we own 100% of the membership interests, owns 80.1% of First
Tower Finance Company LLC (“First Tower Finance”), which owns 100% of First Tower, LLC (“First Tower”), the operating company. On
June 24, 2014, Prospect made a new $251,246 second lien term loan to First Tower. First Tower distributed this amount to First Tower Finance,
which distributed this amount to First Tower Delaware as a return of capital. First Tower Delaware used the distribution to partially pay down the
Senior Secured Revolving Credit Facility. The remaining $23,712 of the Senior Secured Revolving Credit Facility was then converted to
additional membership interests held by Prospect in First Tower Delaware.
(30) Southern Management Corporation, Thaxton Investment Corporation, Southern Finance of Tennessee, Inc., Covington Credit of Texas, Inc.,
Covington Credit, Inc., Covington Credit of Alabama, Inc., Covington Credit of Georgia, Inc., Southern Finance of South Carolina, Inc. and
Quick Credit Corporation, are joint borrowers on our senior secured investment. SouthernCo, Inc. is the guarantor of this debt investment.
(31) We own 2.8% (13,220 shares) of the Mineral Fusion Natural, LLC, a subsidiary of Caleel + Hayden, LLC, common and preferred interest.
(32) APH Property Holdings, LLC (“APH”), an entity that we own 100% of the membership interests, owns 100% of the common equity of American
Property REIT Corp. (f/k/a American Property Holdings Corp.) ("APRC"), a qualified REIT which holds investments in several real estate
properties. Effective as of April 1, 2014, Prospect made a new $167,162 senior term loan to APRC. APRC then distributed this amount to APH
as a return of capital which was used to pay down the Senior Term Loan from APH by the same amount. See Note 3 for further discussion of the
properties held by APRC.
See notes to consolidated financial statements.
131
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS – (CONTINUED)
(in thousands, except share data)
Endnote Explanations for the Consolidated Schedules of Investments (Continued)
(33) CCPI Holdings Inc. ("CCPI Holdings"), an entity that we own 100% of the common stock, owns 94.98% and 95.13% of CCPI Inc. ("CCPI"), the
operating company, at June 30, 2014 and June 30, 2013 , respectively. On June 13, 2014, Prospect made a new $8,218 senior secured note to
CCPI. CCPI then distributed this amount to CCPI Holdings as a return of capital which was used to pay down the $8,216 senior secured note
from CCPI Holdings to Prospect. The remaining $2 was distributed to Prospect as a return of capital of Prospect's equity investment in CCPI
Holdings.
(34) Credit Central Holdings of Delaware, LLC ("Credit Central Delaware"), an entity that we own 100% of the membership interests, owns 74.75%
of Credit Central Loan Company, LLC (f/k/a Credit Central Holdings, LLC) ("Credit Central"), which owns 100% of each of Credit Central,
LLC, Credit Central South, LLC, Credit Central of Texas, LLC, and Credit Central of Tennessee, LLC, the operating companies. On June 26,
2014, Prospect made a new $36,333 second lien term loan to Credit Central. Credit Central then distributed this amount to Credit Central
Delaware as a return of capital which was used to pay down the Senior Secured Revolving Credit Facility from Credit Central Delaware by the
same amount. The remaining amount of the Senior Secured Revolving Credit Facility, $3,874, was then converted into additional membership
interests in Credit Central Delaware.
(35) Valley Electric Holdings I, Inc. (“Valley Holdings I”), an entity that we own 100% of the common stock, owns 100% of Valley Electric Holdings
II, Inc. (“Valley Holdings II”). Valley Holdings II owns 94.99% and 96.3% of Valley Electric Company, Inc. (“Valley Electric”), as of June 30,
2014 and June 30, 2013 , respectively. Valley Electric owns 100% of the equity of VE Company, Inc., which owns 100% of the equity of Valley
Electric Co. of Mt. Vernon, Inc. (“Valley”). On June 24, 2014, Valley Holdings II and management of Valley formed Valley Electric and
contributed their shares of Valley stock to Valley Electric. Prospect made a new $20,471 senior secured loan to Valley Electric. Valley Electric
then distributed this amount to Valley Holdings I, via Valley Holdings II, as a return of capital which was used to pay down the senior secured
note of Valley Holdings I by the same amount. The remaining principal amount of the senior secured note, $16,754, was then contributed to the
capital of Valley Holdings I.
(36) Nationwide Acceptance Holdings LLC ("Nationwide Holdings"), an entity that we own 100% of the membership interests, owns 93.79% of
Nationwide Acceptance LLC ("Nationwide"), the operating company. On June 18, 2014, Prospect made a new $14,820 second lien term loan to
Nationwide. Nationwide distributed this amount to Nationwide Holdings as a return of capital. Nationwide Holdings used the distribution to pay
down the Senior Secured Revolving Credit Facility. The remaining $9,888 of the Senior Secured Revolving Credit Facility was then converted
into additional membership interests in Nationwide Holdings.
(37) On April 15, 2013, assets previously held by H&M Oil & Gas, LLC ("H&M") were assigned to Wolf Energy, LLC ("Wolf Energy") in exchange
for a $66,000 term loan secured by the assets. The cost basis in this loan of $44,632 was determined in accordance with ASC 310-40, Troubled
Debt Restructurings by Creditors , and was equal to the fair value of assets at the time of transfer resulting in a capital loss of $19,647 in
connection with the foreclosure on the assets. On May 17, 2013, Wolf Energy sold the assets located in Martin County, which were previously
held by H&M, for $66,000. Proceeds from the sale were primarily used to repay the loan and net profits interest receivable due to us resulting in
a realized capital gain of $11,826. We received $3,960 of structuring and advisory fees from Wolf Energy during the year ended June 30, 2013
related to the sale and $991 under the net profits interest agreement which was recognized as other income during the fiscal year ended June 30,
2013.
(38) CP Holdings of Delaware LLC, an entity that we own 100% of the membership interests, owns 82.9% of CP Energy Services Inc. ("CP Energy),
which owns 100% of several other subsidiaries. CP Energy owns directly or indirectly 100% of each of CP Well Testing Services, LLC (“CP
Well Testing”), CP Well Testing, LLC, Fluid Management Services, Inc., Fluid Management Services LLC, Wright Transport, Inc., Wright
Foster Disposals, LLC, Foster Testing Co, Inc., ProHaul Transports, LLC, Artexoma Logistics, LLC, Wright Trucking, Inc. On April 1, 2014,
Prospect made new loans to CP Well, ProHaul Transports, LLC and Wright Trucking, Inc. and Foster Testing Co, Inc. as co-borrowers,
comprised of two first lien loans in the amount of $11,035 and $72,238 and a second lien loan in the amount of $15,000. The proceeds of these
loans were used to repay CP Well Testing’s senior secured term loan and CP Energy’s senior secured term loan from Prospect. CP Holdings
continues to own 82.9% of the equity of CP Energy at June 30, 2014 .
(39) Wind River Resources Corporation and Wind River II Corporation are joint borrowers on our senior secured loan.
(40) NPH Property Holdings, LLC (“NPH”), an entity that we own 100% of the membership interests, owns 100% of the common equity of National
Property REIT Corp. (f/k/a National Property Holdings Corp.) ("NPRC"), a property REIT which holds investments in several real estate
properties, and 100% of the membership interests of NPH Property Holdings II, LLC, a Delaware single member limited liability company
structured to enable subsidiaries of NPRC to invest in peer-to-peer consumer loans. Effective as of April 1, 2014, Prospect made a new $104,460
senior term loan to NPRC. NPRC then distributed this amount to NPH as a return of capital which was used to pay down the Senior Term Loan
from NPH by the same amount. See Note 3 for further discussion of the properties held by NPRC.
See notes to consolidated financial statements.
132
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS – (CONTINUED)
(in thousands, except share data)
Endnote Explanations for the Consolidated Schedules of Investments (Continued)
(41) UPH Property Holdings, LLC (“UPH”), an entity that we own 100% of the membership interests, owns 100% of the common equity of United
Property REIT Corp. (f/k/a United Property Holdings Corp.) ("UPRC"), a property REIT which holds investments in several real estate
properties. Effective as of April 1, 2014, Prospect made a new $19,027 senior term loan to UPRC. UPRC then distributed this amount to UPH as
a return of capital which was used to pay down the Senior Term Loan from UPH by the same amount. See Note 3 for further discussion of the
properties held by UPRC.
(42) On April 4, 2008, we acquired a controlling equity interest in ARRM Services, Inc (f/k/a ARRM Holdings Inc.) ("ARRM"), which owns 100% of
Ajax Rolled Ring & Machine, LLC ("Ajax"), the operating company. As of June 30, 2014, we control 79.53% of the fully-diluted common,
85.76% of the Series A and 100% of the Series B Preferred equity of ARRM and the fair value of our senior secured debt issued to Ajax was
$19,337 .
(43) Our wholly-owned subsidiary, Prospect Small Business Lending LLC, purchases a series of small business whole loans on recurring basis,
originated by OnDeck Capital, Inc., an online small business lender.
(44) Harbortouch Holdings of Delaware Inc. ("Harbortouch Delaware"), an entity that we own 100% of the common stock, owns 100% of the Class C
voting units of Harbortouch Payments, LLC (“Harbortouch”), which provide for a 53.5% residual profits allocation. Harbortouch management
owns 100% of the Class B and Class D voting units of Harbortouch, which provide for a 46.5% residual profits allocation. Harbortouch owns
100% of Credit Card Processing USA, LLC. On April 1, 2014, Prospect made a new $137,226 senior secured term loan to Harbortouch.
Harbortouch then distributed this amount to Harbortouch Delaware as a return of capital which was used to pay down the $123,000 senior
secured note from Harbortouch Delaware to Prospect. The remaining $14,226 was distributed to Prospect as a return of capital of Prospect’s
equity investment in Harbortouch Delaware.
(45) Arctic Oilfield Equipment USA, Inc. (“Arctic Equipment”), an entity that we own 100% of the common equity, owns 70% of the equity of Arctic
Energy Services, LLC (“Arctic Energy”), the operating company.
See notes to consolidated financial statements.
133
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS – (CONTINUED)
(in thousands, except share data)
Endnote Explanations for the Consolidated Schedules of Investments (Continued)
(46) As defined in the 1940 Act, we are deemed to "Control" these portfolio companies because we own more than 25% of the portfolio company's
outstanding voting securities. Transactions during the year ended June 30, 2014 with these controlled investments are as follows:
Sales
Interest
income
Dividend
income
Other
income
Net realized
gains (losses)
Net unrealized
gains (losses)
$
7,600 $
Purchases* Redemptions*
(593 )
(118,186 ) **
—
163,747
60,876
$ (972 ) $
—
—
6,579 $
18,788
1,050
12,000 $
—
—
— $
5,946
1,713
— $
—
—
Portfolio Company
AMU Holdings Inc.
APH Property Holdings, LLC
Arctic Oilfield Equipment USA, Inc.
ARRM Services, Inc. (f/k/a ARRM
Holdings Inc.)
AWC, LLC
BXC Company, Inc. (f/k/a BXC
Holding Company)***
CCPI Holdings Inc.
CP Holdings of Delaware LLC
Credit Central Holdings of Delaware,
LLC
Echelon Aviation LLC
Energy Solutions Holdings Inc.
First Tower Holdings of Delaware
LLC
Gulf Coast Machine & Supply
Company
Harbortouch Holdings of Delaware
Inc.
The Healing Staff, Inc.
Manx Energy, Inc.
MITY Holdings of Delaware Inc.
Nationwide Acceptance Holdings LLC
NMMB Holdings, Inc.
NPH Property Holdings, LLC
R-V Industries, Inc.
STI Holding, Inc.
UPH Property Holdings, LLC
Valley Electric Holdings I, Inc.
Wolf Energy Holdings Inc.
25,000
—
300
—
113,601
2,500
92,628
16,000
10,000
28,450
278,694
—
—
47,985
4,000
8,086
40,425
—
—
1,405
—
—
Total $
901,297 $
(24,251 )
—
—
(450 )
(100 )
(159 )
—
(8,525 )
—
(26,213 )
—
—
(450 )
—
—
(8,086 )
85,724 **
(2,339 )
(125 )
22,562 **
(200 )
—
(81,391 )
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(733 )
—
—
3,312
13,858
7,845
2,809
8,245
—
—
—
500
—
4,841
—
—
148
—
—
71
1,864
521
2,771
2,480
54,320
—
10,560
1,449
6,879
—
—
4,693
4,429
2,051
5,973
3,188
—
1,101
7,471
—
—
—
—
—
—
—
5,000
—
—
1,100
3,246
—
—
—
7,536
5,825
—
1,049
1,854
—
1,029
—
—
156
148
—
$ (972 ) $ 153,307 $
26,687 $ 43,671 $
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— $
(15,694 )
3,393
238
(14,957 )
—
(3,796 )
(1,443 )
16,618
(2,371 )
—
(2,168 )
17,003
(777 )
12,620
—
104
1,127
772
(6,852 )
(2,088 )
2,005
(25 )
426
(23,304 )
(1,350 )
(20,519 )
*Purchase amounts do not include payment-in-kind interest. Repayment amounts include impairments.
**These amounts represent the investments transferred from APH to NPH and UPH, respectively.
***During the year ended June 30, 2014, we acquired control of BXC Company, Inc. (f/k/a BXC Holding Company). As such, this investment
was a controlled investment for a part of the year and an affiliated investment for part of the year. See Note 14.
(47) As defined in the 1940 Act, we are deemed to be an “Affiliated company” of these portfolio companies because we own more than 5% of the
portfolio company’s outstanding voting securities. Transactions during the year ended June 30, 2014 with these affiliated investments are as
follows:
Portfolio Company
Purchases* Redemptions*
Sales
Interest
income
Dividend
income
Other
income
Net realized
gains (losses)
Net unrealized
gains (losses)
BNN Holdings Corp.
(f/k/a Biotronic NeuroNetwork)
$
BXC Holding Company***
Smart, LLC
— $
—
—
(600 ) $ — $
(100 )
—
—
—
2,974 $
1,384
—
— $
—
—
— $
17
—
— $
—
—
(194 )
(4,163 )
(143 )
Total $
— $
(700 ) $ — $
4,358 $
— $
17 $
— $
(4,500 )
See notes to consolidated financial statements.
134
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS – (CONTINUED)
(in thousands, except share data)
Endnote Explanations for the Consolidated Schedules of Investments (Continued)
(48) As defined in the 1940 Act, we are deemed to "Control" these portfolio companies because we own more than 25% of the portfolio company's
outstanding voting securities. Transactions during the year ended June 30, 2013 with these controlled investments are as follows:
Portfolio Company
Purchases* Redemptions* Sales
Interest
income
Dividend
income
Net realized
gains (losses)
$
— $
(600 ) $ — $
—
—
(19,065 ) —
—
—
(338 ) —
—
—
5,822 $
2,898
5,176
—
—
1,792
Other
income
— $ — $
—
—
—
—
—
4,651
155
—
—
606
Net unrealized
gains (losses)
7,266
—
(17,208 )
—
(232 )
—
— $
—
—
—
—
—
AMU Holdings Inc.
APH Property Holdings, LLC
ARRM Holdings LLC
AWC, LLC
Borga, Inc.
CCPI Holdings Inc.
Credit Central Holdings of Delaware,
LLC
Energy Solutions Holdings Inc.
First Tower Holdings of Delaware LLC
The Healing Staff, Inc.
Manx Energy, Inc.
Nationwide Acceptance Holdings LLC
NMMB Holdings, Inc.
R-V Industries, Inc.
Valley Electric Holdings I, Inc.
Wolf Energy Holdings Inc.
151,648
23,300
—
150
34,081
47,663
—
20,000
975
—
25,151
—
32,750
52,098
50
Total $
387,866 $
—
—
—
(28,975 ) —
—
(13,092 ) —
(10,528 ) —
—
(5,700 ) —
—
(100 ) —
—
3,893
24,809
52,476
2
—
1,787
3,026
781
3,511
452
(78,398 ) $ — $ 106,425 $ 78,282 $ 16,821 $
—
53,820
—
—
—
—
—
24,462
—
—
1,680
—
2,426
—
—
884
—
143
1,325
4,951
—
—
—
—
—
—
(12,117 )
(9,397 )
—
—
—
—
11,826
(9,688 ) $
2,799
(71,197 )
(9,869 )
12,117
18,865
—
(5,903 )
1,463
—
(3,092 )
(64,991 )
(49) As defined in the 1940 Act, we are deemed to be an “Affiliated company” of these portfolio companies because we own more than 5% of the
portfolio company’s outstanding voting securities. Transactions during the year ended June 30, 2013 with these affiliated investments are as
follows:
Portfolio Company
Purchases* Redemptions* Sales
Interest
income
Dividend
income
Other
income
Net realized
gains (losses)
Net unrealized
gains (losses)
BNN Holdings Corp.
(f/k/a Biotronic NeuroNetwork)
BXC Holding Company
Smart, LLC
$
Total $
30,000 $
—
—
30,000 $
(26,676 ) $ — $
—
—
—
—
(26,676 ) $ — $
3,159 $
3,356
—
6,515 $
— $
—
728
728 $
600 $
23
—
623 $
— $
—
—
— $
672
(9,414 )
108
(8,634 )
See notes to consolidated financial statements.
135
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
Note 1. Organization
References herein to “we”, “us” or “our” refer to Prospect Capital Corporation (“Prospect”) and its subsidiaries unless the context specifically
requires otherwise.
We were organized on April 13, 2004 and were funded in an initial public offering completed on July 27, 2004. We are a closed-end investment
company incorporated in Maryland. We have elected to be regulated as a business development company (“BDC”) under the Investment
Company Act of 1940 (the “1940 Act”). As a BDC, we have elected to be treated as a regulated investment company (“RIC”), under Subchapter
M of the Internal Revenue Code of 1986 (the “Internal Revenue Code”). We invest primarily in senior and subordinated debt and equity of
companies in need of capital for acquisitions, divestitures, growth, development, recapitalizations and other purposes.
On May 15, 2007, we formed a wholly-owned subsidiary, Prospect Capital Funding LLC (“PCF”), a Delaware limited liability company and a
bankruptcy remote special purpose entity, which holds certain of our portfolio loan investments that are used as collateral for the Revolving
Credit Facility at PCF. Our wholly-owned subsidiary, Prospect Small Business Lending LLC (“PSBL”), was formed on January 27, 2014 and
purchases a series of small business whole loans on recurring basis, which are originated by OnDeck Capital, Inc. (“OnDeck”), an online small
business lender.
Note 2. Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with United States generally accepted accounting
principles (“GAAP”) pursuant to the requirements for reporting on Form 10-K, ASC 946, Financial Services—Investment Companies (“ASC
946”), and Articles 6 and 12 of Regulation S-X. The financial results of our portfolio investments are not consolidated in the financial
statements.
Reclassifications
Certain reclassifications have been made in the presentation of prior consolidated financial statements and accompanying notes to conform to the
presentation as of and for the year ended June 30, 2014 .
Use of Estimates
The preparation of the consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of income, expenses, and
gains and losses during the reported period. Changes in the economic environment, financial markets, creditworthiness of our portfolio
companies and any other parameters used in determining these estimates could cause actual results to differ, and these differences could be
material.
Basis of Consolidation
Under the 1940 Act, the regulations pursuant to Article 6 of Regulation S-X and ASC 946, we are precluded from consolidating any entity other
than another investment company or an operating company which provides substantially all of its services to benefit us. Our consolidated
financial statements include our accounts and the accounts of PCF and PSBL, our wholly-owned, closely-managed subsidiaries that are also
investment companies. All intercompany balances and transactions have been eliminated in consolidation.
On May 6, 2014, we announced in our filing on Form 10-Q for the quarter ended March 31, 2014 that the SEC Staff had asserted certain of our
wholly-owned holding companies were investment companies, such companies were required to be consolidated in our historical financial
results and financial position, and restatement of such financial statements was needed. At that time, we disclosed that we disagreed with the
views of the SEC Staff and wished to appeal the conclusion through the Office of the Chief Accountant. On June 10, 2014, based on those
discussions with the Office of the Chief Accountant, we concluded the following:
• Our historical non-consolidation of wholly-owned and substantially wholly-owned holding companies did not require restatement of
our prior period financial statements.
136
• Upon our adoption of ASU 2013-08 for the fiscal year ended June 30, 2015, we will begin consolidating on a prospective basis certain
of our wholly-owned and substantially wholly-owned holding companies formed by us in order to facilitate our investment strategy.
The following companies will be consolidated: AMU Holdings Inc.; APH Property Holdings, LLC; Arctic Oilfield Equipment USA, Inc.; CCPI
Holdings Inc.; CP Holdings of Delaware LLC; Credit Central Holdings of Delaware, LLC; Energy Solutions Holdings Inc.; First Tower
Holdings of Delaware LLC; Harbortouch Holdings of Delaware Inc.; MITY Holdings of Delaware Inc.; Nationwide Acceptance Holdings LLC;
NMMB Holdings, Inc.; NPH Property Holdings, LLC; STI Holding, Inc.; UPH Property Holdings, LLC; Valley Electric Holdings I, Inc.; Valley
Electric Holdings II, Inc.; and Wolf Energy Holdings Inc.
Any operating companies owned by the holding companies will not be consolidated. We do not expect this consolidation to have any material
effect on our financial position or results of operations.
Cash and Cash Equivalents
Cash and cash equivalents include funds deposited with financial institutions and short-term, highly-liquid investments in money market funds.
Cash and cash equivalents are carried at cost which approximates fair value.
Investment Classification
We are a non-diversified company within the meaning of the 1940 Act. As required by the 1940 Act, we classify our investments by level of
control. As defined in the 1940 Act, "Control Investments" are those where there is the ability or power to exercise a controlling influence over
the management or policies of a company. Control is generally deemed to exist when a company or individual possesses or has the right to
acquire within 60 days or less, a beneficial ownership of 25% or more of the voting securities of an investee company. Under the 1940 Act,
"Affiliate Investments" are defined by a lesser degree of influence and are deemed to exist through the possession outright or via the right to
acquire within 60 days or less, beneficial ownership of 5% or more of the outstanding voting securities of another person. "Non-Control/Non-
Affiliate Investments" are those that are neither Control Investments nor Affiliate Investments.
Investments are recognized when we assume an obligation to acquire a financial instrument and assume the risks for gains or losses related to
that instrument. Investments are derecognized when we assume an obligation to sell a financial instrument and forego the risks for gains or
losses related to that instrument. Specifically, we record all security transactions on a trade date basis. Amounts for investments recognized or
derecognized but not yet settled are reported as receivables for investments sold and payables for investments purchased, respectively, in the
Consolidated Statements of Assets and Liabilities.
Investment Risks
Our investments are subject to a variety of risks. Those risks include the following:
Market Risk
Market risk represents the potential loss that can be caused by a change in the fair value of the financial instrument.
Credit Risk
Credit risk represents the risk that we would incur if the counterparties failed to perform pursuant to the terms of their agreements with us.
Liquidity Risk
Liquidity risk represents the possibility that we may not be able to rapidly adjust the size of our investment positions in times of high
volatility and financial stress at a reasonable price.
Interest Rate Risk
Interest rate risk represents a change in interest rates, which could result in an adverse change in the fair value of an interest-bearing
financial instrument.
137
Prepayment Risk
Many of our debt investments allow for prepayment of principal without penalty. Downward changes in interest rates may cause
prepayments to occur at a faster than expected rate, thereby effectively shortening the maturity of the security and making the security less
likely to be an income producing instrument.
Investment Valuation
To value our investments, we follow the guidance of ASC 820, Fair Value Measurement ("ASC 820"), that defines fair value, establishes a
framework for measuring fair value in conformity with GAAP and requires disclosures ab out fair value measurements. In accordance with ASC
820, the fair value of our investments is defined as the price that we would receive upon selling an investment in an orderly transaction to an
independent buyer in the principal or most advantageous market in which that investment is transacted.
ASC 820 classifies the inputs used to measure these fair values into the following hierarchy:
Level 1 : Quoted prices in active markets for identical assets or liabilities, accessible by us at the measurement date.
Level 2 : Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in
markets that are not active, or other observable inputs other than quoted prices.
Level 3 : Unobservable inputs for the asset or liability.
In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the
lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value
measurement in its entirety requires judgment and considers factors specific to each investment.
Our Board of Directors has established procedures for the valuation of our investment portfolio. These procedures are detailed below.
Investments for which market quotations are readily available are valued at such market quotations.
For most of our investments, market quotations are not available. With respect to investments for which market quotations are not readily
available or when such market quotations are deemed not to represent fair value, our Board of Directors has approved a multi-step valuation
process each quarter, as described below:
1. Each portfolio company or investment is reviewed by our investment professionals with independent valuation firms engaged by our
Board of Directors;
2. The independent valuation firms conduct independent valuations and make their own independent assessments;
3. The Audit Committee of our Board of Directors reviews and discusses the preliminary valuation of Prospect Capital Management LLC
(the “Investment Adviser”) and that of the independent valuation firms; and
4. The Board of Directors discusses valuations and determines the fair value of each investment in our portfolio in good faith based on the
input of the Investment Adviser, the respective independent valuation firm and the Audit Committee.
Investments are valued utilizing a yield analysis, enterprise value (“EV”) analysis, net asset value analysis, liquidation analysis, discounted cash
flow analysis, or a combination of methods, as appropriate. The yield analysis uses loan spreads and other relevant information implied by
market data involving identical or comparable assets or liabilities. Under the EV analysis, the EV of a portfolio company is first determined and
allocated over the portfolio company’s securities in order of their preference relative to one another (i.e., “waterfall” allocation). To determine
the EV, we typically use a market multiples approach that considers relevant and applicable market trading data of guideline public companies,
transaction metrics from precedent M&A transactions and/or a discounted cash flow analysis. The net asset value analysis is used to derive a
value of an underlying investment (such as real estate property) by dividing a relevant earnings stream by an appropriate capitalization rate. For
this purpose, we consider capitalization rates for similar properties as may be obtained from guideline public companies and/or relevant
transactions. The liquidation analysis is intended to approximate the net recovery value of an investment based on, among other things,
assumptions regarding liquidation proceeds based on a hypothetical liquidation of a portfolio company’s assets. The discounted cash flow
analysis uses valuation techniques to convert future cash flows or earnings to a range of fair values from which a single estimate may be derived
utilizing an appropriate discount rate. The measurement is based on the net present value indicated by current market expectations about those
future amounts.
138
In applying these methodologies, additional factors that we consider in fair value pricing our investments may include, as we deem relevant:
security covenants, call protection provisions, and information rights; the nature and realizable value of any collateral; the portfolio company’s
ability to make payments; the principal markets in which the portfolio company does business; publicly available financial ratios of peer
companies; the principal market; and enterprise values, among other factors.
Our investments in CLOs are classified as ASC 820 Level 3 securities and are valued using a discounted cash flow model. The valuations have
been accomplished through the analysis of the CLO deal structures to identify the risk exposures from the modeling point of view. For each CLO
security, the most appropriate valuation approach has been chosen from alternative approaches to ensure the most accurate valuation for such
security. To value a CLO, both the assets and the liabilities of the CLO capital structure are modeled. We use a waterfall engine to store the
collateral data, generate collateral cash flows from the assets based on various assumptions for the risk factors, distribute the cash flows to the
liability structure based on the payment priorities, and discount them back using current market discount rates. The main risk factors are: default
risk, interest rate risk, downgrade risk, and credit spread risk.
Valuation of Other Financial Assets and Financial Liabilities
The Fair Value Option within ASC 825, Financial Instruments , specifically ASC 825-10-25, permits an entity to elect fair value as the initial
and subsequent measurement attribute for eligible assets and liabilities for which the assets and liabilities are measured using another
measurement attribute. For our non-investment assets and liabilities, we have elected not to value them at fair value as would be permitted by
ASC 825-10-25.
Senior Convertible Notes
We have recorded the Senior Convertible Notes (see Note 5) at their contractual amounts. The Senior Convertible Notes were analyzed for any
features that would require their accounting to be bifurcated and such features were determined to be immaterial.
Revenue Recognition
Realized gains or losses on the sale of investments are calculated using the specific identification method.
Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Origination, closing and/or
commitment fees associated with investments in portfolio companies are accreted into interest income over the respective terms of the applicable
loans. Accretion of such purchase discounts or amortization of premiums is calculated by the effective interest method as of the purchase date
and adjusted only for material amendments or prepayments. Upon the prepayment of a loan or debt security, any prepayment penalties and
unamortized loan origination, closing and commitment fees are recorded as interest income. The purchase discount for portfolio investments
acquired from Patriot Capital Funding, Inc. (“Patriot”) was determined based on the difference between par value and fair value as of December
2, 2009, and continues to accrete until maturity or repayment of the respective loans (see Note 3). As of June 30, 2014 , the purchase discount
from the assets acquired from Patriot has been fully accreted.
Loans are placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Unpaid accrued interest is
generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or
applied to principal depending upon management’s judgment. Non-accrual loans are restored to accrual status when past due principal and
interest is paid and in management’s judgment, are likely to remain current. As of June 30, 2014 , approximately 0.1% of our total assets are in
non-accrual status.
Interest income from investments in the “equity” class of security of CLO funds (typically income notes or subordinated notes) is recorded based
upon an estimation of an effective yield to expected maturity utilizing assumed cash flows in accordance with ASC 325-40, Beneficial Interests
in Securitized Financial Assets . We monitor the expected cash inflows from our CLO equity investments, including the expected residual
payments, and the effective yield is determined and updated periodically.
Dividend income is recorded on the ex-dividend date.
Structuring fees and similar fees are recognized as income as earned, usually when paid. Structuring fees, excess deal deposits, net profits
interests and overriding royalty interests are included in other income.
Federal and State Income Taxes
We have elected to be treated as a regulated investment company and intend to continue to comply with the requirements of the Internal Revenue
Code applicable to regulated investment companies. We are required to distribute at least 90% of our investment company taxable income and
intend to distribute (or retain through a deemed distribution) all of our investment company taxable
139
income and net capital gain to stockholders; therefore, we have made no provision for income taxes. The character of income and gains that we
will distribute is determined in accordance with income tax regulations that may differ from GAAP. Book and tax basis differences relating to
stockholder dividends and distributions and other permanent book and tax differences are reclassified to paid-in capital.
If we do not distribute (or are not deemed to have distributed) at least 98% of our annual ordinary income and 98.2% of our capital gains in the
calendar year earned, we will generally be required to pay an excise tax equal to 4% of the amount by which 98% of our annual ordinary income
and 98.2% of our capital gains exceed the distributions from such taxable income for the year. To the extent that we determine that our estimated
current year annual taxable income will be in excess of estimated current year dividend distributions from such taxable income, we accrue excise
taxes, if any, on estimated excess taxable income. Based on our tax returns, we had an excise tax liability of $1,918 for the calendar year ended
December 31, 2012 and none for the calendar year ended December 31, 2013. As of June 30, 2014, we had a prepaid excise tax balance of
$2,200 because we have made estimated excise tax payments in excess of our expected excise tax liability for the calendar year ending
December 31, 2014.
If we fail to satisfy the annual distribution requirement or otherwise fail to qualify as a RIC in any taxable year, we would be subject to tax on all
of our taxable income at regular corporate rates. We would not be able to deduct distributions to stockholders, nor would we be required to make
distributions. Distributions would generally be taxable to our individual and other non-corporate taxable stockholders as ordinary dividend
income eligible for the reduced maximum rate applicable to qualified dividend income to the extent of our current and accumulated earnings and
profits, provided certain holding period and other requirements are met. Subject to certain limitations under the Internal Revenue Code,
corporate distributions would be eligible for the dividends-received deduction. To qualify again to be taxed as a RIC in a subsequent year, we
would be required to distribute to our shareholders our accumulated earnings and profits attributable to non-RIC years reduced by an interest
charge of 50% of such earnings and profits payable by us as an additional tax. In addition, if we failed to qualify as a RIC for a period greater
than two taxable years, then, in order to qualify as a RIC in a subsequent year, we would be required to elect to recognize and pay tax on any net
built-in gain (the excess of aggregate gain, including items of income, over aggregate loss that would have been realized if we had been
liquidated) or, alternatively, be subject to taxation on such built-in gain recognized for a period of ten years.
We follow ASC 740, Income Taxes (“ASC 740”). ASC 740 provides guidance for how uncertain tax positions should be recognized, measured,
presented, and disclosed in the consolidated financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken
in the course of preparing our tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable
tax authority. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year.
As of June 30, 2013 and 2014 and for the year s then ended, we did not have a liability for any unrecognized tax benefits, respectively.
Management’s determinations regarding ASC 740 may be subject to review and adjustment at a later date based upon factors including, but not
limited to, an on-going analysis of tax laws, regulations and interpretations thereof. Although we file both federal and state income tax returns,
our major tax jurisdiction is federal. Our tax returns for each of our federal tax years since 2010 remain subject to examination by the Internal
Revenue Service.
Dividends and Distributions
Dividends and distributions to common stockholders are recorded on the ex-dividend date. The amount, if any, to be paid as a monthly dividend
or distribution is approved by our Board of Directors quarterly and is generally based upon our management’s estimate of our future earnings.
Net realized capital gains, if any, are distributed at least annually.
Financing Costs
We record origination expenses related to our Revolving Credit Facility and Senior Convertible Notes, Senior Unsecured Notes and Prospect
Capital InterNotes® (collectively, our “Senior Notes”), as deferred financing costs. These expenses are deferred and amortized as part of interest
expense using the straight-line method for our Revolving Credit Facility and the effective interest method for our Senior Notes over the
respective expected life or maturity.
We record registration expenses related to shelf filings as prepaid assets. These expenses consist principally of SEC registration fees, legal fees
and accounting fees incurred. These prepaid assets are charged to capital upon the receipt of proceeds from an equity offering or charged to
expense if no offering is completed.
Guarantees and Indemnification Agreements
We follow ASC 460, Guarantees (“ASC 460”). ASC 460 elaborates on the disclosure requirements of a guarantor in its interim and annual
consolidated financial statements about its obligations under certain guarantees that it has issued. It also requires a guarantor to recognize, at the
inception of a guarantee, for those guarantees that are covered by ASC 460, the fair value of the obligation undertaken in issuing certain
guarantees.
140
Per Share Information
Net increase or decrease in net assets resulting from operations per share is calculated using the weighted average number of common shares
outstanding for the period presented. In accordance with ASC 946, convertible securities are not considered in the calculation of net asset value
per share.
Recent Accounting Pronouncements
In June 2013, the FASB issued Accounting Standards Update 2013-08, Financial Services — Investment Companies (Topic 946), Amendments
to the Scope, Measurement, and Disclosure Requirements (“ASU 2013-08”). The update clarifies the approach to be used for determining
whether an entity is an investment company and provides new measurement and disclosure requirements. ASU 2013-08 is effective for interim
and annual reporting periods in fiscal years that begin after December 15, 2013. Earlier application is prohibited. The adoption of the amended
guidance in ASU 2013-08 is not expected to have a significant effect on our consolidated financial statements and disclosures.
In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”).
The update supersedes the revenue recognition requirements in ASC 605, Revenue Recognition . Under the new guidance, an entity should
recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the
entity expects to be entitled in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after
December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. The adoption of the amended
guidance in ASU 2014-09 is not expected to have a significant effect on our consolidated financial statements and disclosures.
Note 3. Portfolio Investments
At June 30, 2014 , we had investments in 143 long-term portfolio investments, which had an amortized cost of $6,371,522 and a fair value of
$6,253,739 . At June 30, 2013 , we had investments in 124 long-term portfolio investments, which had an amortized cost of $4,255,778 and a
fair value of $4,172,852 .
The original cost basis of debt placements and equity securities acquired, including follow-on investments for existing portfolio companies,
totaled $2,952,456 and $3,103,217 during the new cenyears ended June 30, 2014 and June 30, 2013 , respectively. Debt repayments and
proceeds from sales of equity securities of approximately $787,069 and $931,534 were received during the years ended June 30, 2014 and
June 30, 2013 , respectively.
The following table shows the composition of our investment portfolio as of June 30, 2014 and June 30, 2013 :
June 30, 2014
June 30, 2013
Revolving Line of Credit
Senior Secured Debt
Subordinated Secured Debt
Subordinated Unsecured Debt
Small Business Whole Loans(1)
CLO Debt
CLO Residual Interest
Equity(2)
Total Investments
Cost
Fair Value
Cost
$
3,445 $
2,786 $
3,578,339
1,272,275
85,531
4,637
28,118
1,044,656
354,521
3,514,198
1,200,221
85,531
4,252
33,199
1,093,985
319,567
9,238 $
2,262,327
1,062,386
88,470
—
27,667
660,619
145,071
Fair Value
8,729
2,207,091
1,024,901
88,827
—
28,589
658,086
156,629
4,172,852
$
$
6,371,522
$
6,253,739
$
4,255,778
(1) Our wholly-owned subsidiary, PSBL, purchases a series of small business whole loans on recurring basis, which are originated by OnDeck.
(2) Includes our investments in preferred stock, common stock, membership interests, net profits interests, net revenue interests, overriding royalty interests,
escrows receivable, and warrants, unless specifically stated otherwise.
141
The following table shows the fair value of our investments disaggregated into the three levels of the ASC 820 valuation hierarchy as of June 30,
2014 :
Revolving Line of Credit
Senior Secured Debt
Subordinated Secured Debt
Subordinated Unsecured Debt
Small Business Whole Loans
CLO Debt
CLO Residual Interest
Equity
Total Investments
Level 1
Level 2
Level 3
Total
$
$
— $
—
—
—
—
—
—
168
168
$
— $
—
—
—
—
—
—
—
—
$
2,786 $
3,514,198
1,200,221
85,531
4,252
33,199
1,093,985
319,399
6,253,571
$
2,786
3,514,198
1,200,221
85,531
4,252
33,199
1,093,985
319,567
6,253,739
The following table shows the fair value of our investments disaggregated into the three levels of the ASC 820 valuation hierarchy as of June 30,
2013 :
Level 1
Level 2
Level 3
Total
Revolving Line of Credit
Senior Secured Debt
Subordinated Secured Debt
Subordinated Unsecured Debt
CLO Debt
CLO Residual Interest
Equity
Total Investments
$
$
— $
—
—
—
—
—
112
112 $
142
8,729 $
8,729
— $
2,207,091
—
1,024,901
—
88,827
—
28,589
—
658,086
—
—
156,629
— $ 4,172,740 $ 4,172,852
2,207,091
1,024,901
88,827
28,589
658,086
156,517
The following tables show the aggregate changes in the fair value of our Level 3 investments during the year ended June 30, 2014 :
Fair Value Measurements Using Unobservable Inputs (Level 3)
Control
Investments
Affiliate
Investments
Non-Control/
Non-Affiliate
Investments
Total
Fair value as of June 30, 2013
Total realized loss, net
Change in unrealized depreciation
Net realized and unrealized loss
Purchases of portfolio investments
Payment-in-kind interest
Accretion (amortization) of discounts and premiums
Repayments and sales of portfolio investments
Transfers within Level 3(1)
Transfers in (out) of Level 3(1)
$
811,634 $
—
(20,519 )
(20,519 )
901,297
11,796
—
(82,363 )
18,609
—
Fair value as of June 30, 2014
$ 1,640,454 $
—
(4,500 )
(4,500 )
—
90
399
(700 )
(5,611 )
—
42,443 $ 3,318,663 $ 4,172,740
(3,346 )
(3,346 )
(34,913 )
(9,894 )
(38,259 )
(13,240 )
2,937,311
2,036,014
15,145
3,259
(46,297 )
(46,696 )
(787,069 )
(704,006 )
—
(12,998 )
—
—
32,121 $ 4,580,996 $ 6,253,571
Fair value as of June 30, 2013
Total realized (loss) gain, net
Change in unrealized (depreciation) appreciation
Net realized and unrealized (loss) gain
Purchases of portfolio investments
Payment-in-kind interest
Accretion (amortization) of discounts and premiums
Repayments and sales of portfolio investments
Transfers within Level 3(1)
Transfers in (out) of Level 3(1)
Subordinated
Secured Debt
Small
Business
Loans
Senior
Secured
Debt
—
(150 )
(150 )
Revolving
Line of
Credit
$ 8,729 $ 2,207,091 $ 1,024,901 $
(1,593 )
(8,907 )
(10,500 )
14,850 1,692,384
13,850
683
(389,310 )
—
—
(7,558 )
(34,566 )
(42,124 )
554,973
428
2,065
(270,022 )
(70,000 )
—
—
—
(20,643 )
—
—
Subordinated
Unsecured
Debt
88,827 $ — $
—
(386 )
(386 )
6,540
—
—
(1,902 )
—
—
—
(357 )
(357 )
—
867
73
(73,879 )
70,000
—
CLO
Residual
Interest Equity
CLO
Debt
28,589 $ 658,086 $ 156,517 $ 4,172,740
Total
—
4,159
4,159
—
—
451
—
—
—
4,622
1,183
(46,570 )
51,864
53,047
(41,948 )
453,492 215,072
—
—
(10,242 )
—
—
—
(49,569 )
(21,071 )
—
—
(3,346 )
(34,913 )
(38,259 )
2,937,311
15,145
(46,297 )
(787,069 )
—
—
$ 6,253,571
Fair value as of June 30, 2014
$ 2,786
$ 3,514,198
$ 1,200,221
$
85,531
$ 4,252
$
33,199 $ 1,093,985
$ 319,399
(1) Transfers are assumed to have occurred at the beginning of the quarter during which the asset was transferred.
143
The following tables show the aggregate changes in the fair value of our Level 3 investments during the year ended June 30, 2013 :
Fair Value Measurements Using Unobservable Inputs (Level 3)
Control
Investments
Affiliate
Investments
Non-Control/
Non-Affiliate
Investments
Total
Fair value as of June 30, 2012
Total realized loss, net
Change in unrealized depreciation
Net realized and unrealized loss
Purchases of portfolio investments
Payment-in-kind interest
Accretion of discounts and premiums
Repayments and sales of portfolio investments
Transfers within Level 3(1)
Transfers in (out) of Level 3(1)
Fair value as of June 30, 2013
$
$
564,489 $
(9,688 )
(64,991 )
(74,679 )
387,866
2,668
—
(68,710 )
—
—
811,634
$
—
(8,634 )
(8,634 )
30,000
715
922
(26,676 )
—
—
46,116 $ 1,483,487 $ 2,094,092
(26,360 )
(16,672 )
(77,817 )
(4,192 )
(104,177 )
(20,864 )
3,092,270
2,674,404
10,947
7,564
11,017
10,095
(931,409 )
(836,023 )
—
—
—
—
$ 4,172,740
$ 3,318,663
42,443
Revolving
Line of
Credit
Senior
Secured
Debt
Subordinated
Secured Debt
Small
Business
Loans
Subordinated
Unsecured
Debt
73,195 $ — $
CLO
Residual
Interest Equity
CLO
Debt
27,717 $ 218,009 $ 206,137 $ 2,094,092
Total
Fair value as of June 30, 2012
$
Total realized (loss) gain, net
Change in unrealized (depreciation) appreciation
Net realized and unrealized (loss) gain
Purchases of portfolio investments
Payment-in-kind interest
Accretion of discounts and premiums
Repayments and sales of portfolio investments
Transfers within Level 3(1)
Transfers in (out) of Level 3(1)
868 $ 1,080,053 $ 488,113 $
—
(232 )
(232 )
(21,545 )
3,197
(18,348 )
21,143 1,626,172
4,401
1,747
(499,900 )
12,966
—
—
—
(13,050 )
—
—
(22,001 )
19,265
(2,736 )
812,025
3,687
2,346
(265,568 )
(12,966 )
—
—
(222 )
(222 )
133,700
2,859
508
(121,213 )
—
—
—
—
—
—
—
—
—
—
—
—
—
(5,981 )
464
464
(5,981 )
— 440,050
—
—
6,008
408
—
—
—
—
—
—
17,186
(94,308 )
(77,122 )
59,180
—
—
(31,678 )
—
—
(26,360 )
(77,817 )
(104,177 )
3,092,270
10,947
11,017
(931,409 )
—
—
$ 4,172,740
Fair value as of June 30, 2013
$
8,729
$ 2,207,091
$ 1,024,901
$
88,827 $ — $
28,589 $ 658,086
$ 156,517
(1) Transfers are assumed to have occurred at the beginning of the quarter during which the asset was transferred.
For the year ended June 30, 2014 and 2013 , the net increase in unrealized depreciation on the investments that use Level 3 inputs was $55,956
and $77,488 for investments still held as of June 30, 2014 and 2013 , respectively.
144
Asset Category
Senior Secured Debt
Senior Secured Debt
Senior Secured Debt
Senior Secured Debt
Senior Secured Debt
Subordinated Secured Debt
Subordinated Secured Debt
Subordinated Secured Debt
Subordinated Unsecured Debt
Small Business Whole Loans
CLO Debt
CLO Residual Interest
Equity
Equity
Equity
Equity
Net Profits Interest
Escrow Receivable
Total Level 3 Investments
$
Asset Category
Senior Secured Debt
Senior Secured Debt
Senior Secured Debt
Senior Secured Debt
Subordinated Secured Debt
Subordinated Secured Debt
Subordinated Unsecured Debt
Subordinated Unsecured Debt
CLO Debt
CLO Residual Interest
Equity
Escrow Receivable
Total Level 3 Investments
$
2,550,073
560,485
110,525
3,822
292,079
832,181
353,220
14,820
85,531
4,252
33,199
1,093,985
237,162
3,171
63,157
14,107
213
1,589
6,253,571
1,616,485
468,082
5,361
125,892
962,702
62,199
69,127
19,700
28,589
658,086
151,855
4,662
4,172,740
The ranges of unobservable inputs used in the fair value measurement of our Level 3 investments as of June 30, 2014 were as follows:
Fair Value
$
Primary Valuation Technique
Input
Range
Weighted
Average
Unobservable Input
Market Yield
5.5%-20.3%
11.1%
EBITDA Multiple
3.5x-9.0x
Yield Analysis
EV Analysis
EV Analysis
Liquidation Analysis
N/A
N/A
Net Asset Value Analysis
Capitalization Rate
Yield Analysis
EV Analysis
EV Analysis
Yield Analysis
Yield Analysis
Discounted Cash Flow
Discounted Cash Flow
EV Analysis
Yield Analysis
Market Yield
EBITDA Multiple
Book Value Multiple
Market Yield
Market Yield
Discount Rate
Discount Rate
EBITDA Multiple
Market Yield
Net Asset Value Analysis
Capitalization Rate
N/A
N/A
4.5%-10.0%
8.7%-14.7%
4.5x-8.2x
8.4x-8.9x
7.4%-14.4%
75.5%-79.5%
4.2%-5.8%
10.4%-23.7%
0.0x-15.3x
13.7%-16.5%
4.5%-10.0%
8.0%-10.0%
N/A
Discounted Cash Flow
Liquidation Analysis
Discounted Cash Flow
Discount Rate
N/A
Discount Rate
6.6%-7.8%
The ranges of unobservable inputs used in the fair value measurement of our Level 3 investments as of June 30, 2013 were as follows:
Fair Value
$
Primary Valuation Technique
Input
Range
Unobservable Input
Yield Analysis
EV Analysis
Market Yield
5.7%-20.8%
EBITDA Multiple
Liquidation Analysis
N/A
Net Asset Value Analysis
Capitalization Rate
Yield Analysis
EV Analysis
Yield Analysis
EV Analysis
Discounted Cash Flow
Discounted Cash Flow
Market Yield
EBITDA Multiple
Market Yield
EBITDA Multiple
Discount Rate
Discount Rate
EV Analysis
EBITDA Multiple
3.3x-8.8x
N/A
5.0%-10.0%
7.7%-19.8%
3.3x-7.0x
6.1%-14.6%
5.5x-6.5x
12.1%-20.1%
11.3%-19.8%
0.1x-8.8x
Discounted Cash Flow
Discount Rate
6.5%-7.0%
In determining the range of value for debt instruments except CLOs, management and the independent valuation firm generally estimate
corporate and security credit ratings and identify corresponding yields to maturity for each loan from relevant market data. A discounted cash
flow analysis was then prepared using the appropriate yield to maturity as the discount rate, to determine range of value. For non-traded equity
investments, the enterprise value was determined by applying earnings before income tax, depreciation and amortization (“EBITDA”) multiples
for similar guideline public companies and/or similar recent investment transactions. For stressed equity investments, a liquidation analysis was
prepared.
145
7.1x
N/A
N/A
7.4%
10.9%
6.2x
8.6x
12.1%
77.5%
4.9%
16.8%
5.3x
15.1%
7.4%
9.0%
N/A
7.2%
Weighted
Average
10.8%
6.7x
N/A
7.5%
11.6%
4.4x
10.7%
6.0x
15.7%
15.3%
3.9x
6.8%
In determining the range of value for our investments in CLOs, management and the independent valuation firm used discounted cash flow
model. The valuations were accomplished through the analysis of the CLO deal structures to identify the risk exposures from the modeling point
of view. For each CLO security, the most appropriate valuation approach was chosen from alternative approaches to ensure the most accurate
valuation for such security. A waterfall engine is used to store the collateral data, generate collateral cash flows from the assets based on various
assumptions for the risk factors, and distribute the cash flows to the liability structure based on the payment priorities, and discount them back
using proper discount rates.
The significant unobservable input used to value our investments based on the yield analysis and discounted cash flow analysis, is the market
yield (or applicable discount rate) used to discount the estimated future cash flows expected to be received from the underlying investment,
which includes both future principal and interest payments. Significant increases or decreases in the discount rate would result in a decrease or
increase, respectively, in the fair value measurement. Included in the consideration and selection of market yields or discount rates are the
following factors: risk of default, rating of the investment and comparable company investments, and call provisions.
The significant unobservable inputs used to value our investments based on the EV analysis may include market multiples of specified financial
measures such as EBITDA of identified guideline public companies, implied valuation multiples from precedent M&A transactions, and/or
discount rates applied in a discounted cash flow analysis. The independent valuation firm identifies a population of publicly traded companies
with similar operations and key attributes to that of the portfolio company. Using valuation and operating metrics of these guideline public
companies and/or as implied by relevant precedent transactions, a range of multiples of the latest twelve months EBITDA, or other measure, is
typically calculated. The independent valuation firm utilizes the determined multiples to estimate the portfolio company’s EV based on,
generally, the latest twelve months EBITDA of the portfolio company (or other meaningful measure). Significant increases or decreases in the
multiple may result in an increase or decrease, respectively, in EV, which may increase or decrease the fair value estimate of the debt and/or
equity investment, as applicable. In certain instances, a discounted cash flow analysis may be considered in estimating EV, in which case,
discount rates based on a weighted average cost of capital and application of the Capital Asset Pricing Model may be utilized.
The significant unobservable input used to value our investments based on the net asset value analysis is the capitalization rate applied to
earnings measure of the underlying property. Significant increases or decreases in the discount rate would result in a decrease or increase,
respectively, in the fair value measurement.
Changes in market yields, discount rates, capitalization rates or EBITDA multiples, each in isolation, may change the fair value of certain of our
investments. Generally, an increase in market yields, discount rates or capitalization rate, or decrease in EBITDA multiples, may result in a
decrease in the fair value of certain of our investments.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of
our investments may fluctuate from period to period. Additionally, the fair value of our investments may differ significantly from the values that
would have been used had a ready market existed for such investments and may differ materially from the values that we may ultimately realize.
Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities.
If we were required to liquidate a portfolio investment in a forced or liquidation sale, we could realize significantly less than the value at which
we have recorded it.
In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses
ultimately realized on these investments to be different than the unrealized gains or losses reflected in the valuations currently assigned.
During the year ended June 30, 2014 , the valuation methodology for ARRM (as defined in Note 14) changed to incorporate a weighted sale
value evidenced by a pending transaction into the EV analysis which was solely used in previous periods. As a result of this change, and in
recognition of recent company performance and current market conditions, we decreased the fair value of our investment in ARRM to $25,536
as of June 30, 2014 , a discount of $21,014 from its amortized cost, compared to the $6,057 unrealized depreciation recorded at June 30, 2013 .
During the year ended June 30, 2014 , the valuation methodology for Gulf Coast (as defined in Note 14) changed to incorporate an EV analysis
in place of the yield analysis used in previous periods. Management adopted the EV analysis due to a deterioration in operating results and
resulting foreclosure culminating in our obtaining majority voting control of the company. As a result of this change, and in recognition of recent
company performance and current market conditions, we decreased the fair value of our investment in Gulf Coast to $14,459 as of June 30,
2014 , a discount of $28,991 from its amortized cost, compared to the $9,241 unrealized depreciation recorded at June 30, 2013 .
146
During the year ended June 30, 2014 , the valuation methodology for ICON Health & Fitness, Inc. (“ICON”) changed to incorporate limited
secondary trade data in lieu of weighted broker quotes used previously, in addition to the yield analysis and EV analysis used in previous
periods. As a result of this change, and in recognition of recent company performance and current market conditions, we decreased the fair value
of our investment in ICON to $20,889 as of June 30, 2014 , a discount of $1,116 from its amortized cost, compared to the $9,381 unrealized
depreciation recorded at June 30, 2013 .
During the year ended June 30, 2014 , the valuation methodology for New Century Transportation, Inc. ("NCT") changed to a liquidation
analysis in place of the yield analysis used in previous periods. Management adopted the liquidation analysis due to a deterioration in operating
results and resulting credit impairment. In June 2014, NCT filed for bankruptcy. As we hold a second lien position and do not expect liquidation
proceeds to exceed the first lien liability, we decreased the fair value of our investment in NCT to zero as of June 30, 2014 , a discount of
$44,000 from its amortized cost, compared to the $954 unrealized depreciation recorded at June 30, 2013 .
During the year ended June 30, 2014 , the valuation methodology for Sandow Media, LLC ("Sandow") changed to incorporate an EV analysis in
addition to the yield analysis used in previous periods. Management adopted the EV analysis due to a deterioration in operating results and
resulting credit impairment. As a result of this change, and in recognition of recent company performance and current market conditions, we
decreased the fair value of our investment in Sandow to $23,524 as of June 30, 2014 , a discount of $1,557 from its amortized cost, compared to
being valued at an amount which was the same as cost as of June 30, 2013 .
During the year ended June 30, 2014 , the valuation methodology for Snacks Parent Corporation ("Snacks") changed to incorporate a weighted
sale value evidenced by a pending transaction into the EV analysis used in previous periods. As a result of this change, and in recognition of
recent company performance and current market conditions, we increased the fair value of our investment in Snacks to $1,819 as of June 30,
2014 , a premium of $1,228 from its amortized cost, compared to the $5 unrealized appreciation recorded at June 30, 2013 .
During the year ended June 30, 2014 , the valuation methodology for Targus Group International, Inc. ("Targus") changed to incorporate
weighted broker quotes in addition to the yield analysis used in previous periods. As a result of this change, and in recognition of recent
company performance and current market conditions, we decreased the fair value of our investment in Targus to $19,949 as of June 30, 2014 , a
discount of $1,748 from its amortized cost, compared to the $311 unrealized appreciation recorded at June 30, 2013 .
During the year ended June 30, 2013 , we provided $125,892 and $26,648 of debt and equity financing, respectively, to APH Property Holdings,
LLC ("APH") for the acquisition of various real estate properties. During the year ended June 30, 2014 , we provided $135,350 and $28,397 of
debt and equity financing, respectively, to APH for the acquisition of certain properties. In December 2013, American Property REIT Corp.
(“APRC”), a wholly-owned subsidiary of APH, distributed its investments in fourteen properties: eight to National Property REIT Corp.
(“NPRC”), a wholly-owned subsidiary of NPH Property Holdings, LLC ("NPH"); and six to United Property REIT Corp. (“UPRC”), a wholly-
owned subsidiary of UPH Property Holdings, LLC ("UPH"), two newly formed REIT holding companies which are discussed below. The
investments transferred consisted of $98,164 and $20,022 of debt and equity financing, respectively. The eight investments transferred to NPRC
from APRC consisted of $79,309 and $16,315 of debt and equity financing, respectively. The six investments transferred to UPRC from APRC
consisted of $18,855 and $3,707 of debt and equity financing, respectively. There was no gain or loss realized on these transactions.
147
As of June 30, 2014 , APRC’s real estate portfolio was comprised of fourteen multi-family properties and one commercial property. The
following table shows the location, acquisition date, purchase price, and mortgage outstanding due to other parties for each of the properties:
No.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
Property Name
Abbington Pointe
Amberly Place
Lofton Place
Vista at Palma Sola
Arlington Park
The Resort
Cordova Regency
Crestview at Oakleigh
Inverness Lakes
Kings Mill Apartments
Plantations at Pine Lake
Verandas at Rocky Ridge
Crestview at Cordova
Plantations at Hillcrest
Taco Bell, OK
City
Marietta, GA
Tampa, FL
Tampa, FL
Bradenton, FL
Marietta, GA
Pembroke Pines, FL
Pensacola, FL
Pensacola, FL
Mobile, AL
Pensacola, FL
Tallahassee, FL
Birmingham, AL
Pensacola, FL
Mobile, AL
Yukon, OK
Acquisition
Date
12/28/2012 $
1/17/2013
4/30/2013
4/30/2013
5/8/2013
6/24/2013
11/15/2013
11/15/2013
11/15/2013
11/15/2013
11/15/2013
11/15/2013
1/17/2014
1/17/2014
6/4/2014
$
Purchase
Price
Mortgage
Outstanding
23,500 $
63,400
26,000
27,000
14,850
225,000
13,750
17,500
29,600
20,750
18,000
15,600
8,500
6,930
1,719
512,099 $
15,275
39,600
16,965
17,550
9,650
157,500
9,026
11,488
19,400
13,622
11,817
10,205
5,072
5,094
—
342,264
The eight investments transferred to NPRC from APRC consisted of $79,309 and $16,315 of debt and equity financing, respectively. There was
no gain or loss realized on these transactions. During the year ended June 30, 2014 , we provided $34,050 and $6,375 of debt and equity
financing, respectively, to NPH for the acquisition of certain properties and to invest in peer-to-peer consumer loans.
As of June 30, 2014 , NPRC’s real estate portfolio was comprised of nine multi-family properties and one commercial property. The following
table shows the location, acquisition date, purchase price, and mortgage outstanding due to other parties for each of the properties:
No.
1
2
3
4
5
6
7
8
9
10
Property Name
146 Forest Parkway
Bexley
St. Marin
Mission Gate
Vinings Corner
Central Park
City West
Matthews Reserve
Indigo
Island Club
City
Forest Park, GA
Marietta, GA
Coppell, TX
Plano, TX
Smyrna, GA
Altamonte Springs, FL
Orlando, FL
Matthews, NC
Jacksonville, FL
Atlantic Beach, FL
Purchase
Price
Mortgage
Outstanding
7,400 $
30,600
73,078
47,621
35,691
36,590
23,562
22,063
38,000
13,025
327,630 $
—
22,497
53,863
36,148
26,640
27,471
18,533
17,571
28,500
9,118
240,341
Acquisition
Date
10/24/2012 $
11/1/2013
11/19/2013
11/19/2013
11/19/2013
11/19/2013
11/19/2013
11/19/2013
12/31/2013
1/31/2014
$
148
The six investments transferred to UPRC from APRC consisted of $18,855 and $3,707 of debt and equity financing, respectively. There was no
gain or loss realized on these transactions. During the year ended June 30, 2014 , we provided $1,405 of equity financing to UPH for the
acquisition of certain properties.
As of June 30, 2014 , UPRC’s real estate portfolio was comprised of six multi-families properties and one commercial property. The following
table shows the location, acquisition date, purchase price, and mortgage outstanding due to other parties for each of the properties:
No.
1
2
3
4
5
6
7
Property Name
Eastwood Village
Monterey Village
Hidden Creek
Meadow Springs
Meadow View
Peachtree Landing
Taco Bell, MO
City
Stockbridge, GA
Jonesboro, GA
Morrow, GA
College Park, GA
College Park, GA
Fairburn, GA
Marshall, MO
Acquisition
Date
Purchase
Price
Mortgage
Outstanding
12/12/2013 $
12/12/2013
12/12/2013
12/12/2013
12/12/2013
12/12/2013
6/4/2014
$
25,957 $
11,501
5,098
13,116
14,354
17,224
1,405
88,655 $
19,785
9,193
3,619
10,180
11,141
13,575
—
67,493
On January 4, 2012, Energy Solutions (as defined in Note 14) sold its gas gathering and processing assets (“Gas Solutions”) for a sale price of
$199,805, adjusted for the final working capital settlement, including a potential earnout of $28,000 that may be paid based on the future
performance of Gas Solutions. Through June 30, 2014 , we have not accrued income for any portion of the $28,000 potential payment. After
expenses, including structuring fees of $9,966 paid to us, Energy Solutions received $158,687 in cash. The sale of Gas Solutions by Energy
Solutions resulted in significant earnings and profits, as defined by the Internal Revenue Code, at Energy Solutions for calendar year 2012. As a
result, distributions from Energy Solutions to us were required to be recognized as dividend income, in accordance with ASC 946, as cash
distributions were received from Energy Solutions, to the extent there are current year earnings and profits sufficient to support such recognition.
During the year ended June 30, 2013 , we received distributions of $53,820 from Energy Solutions which were recorded as dividend income. No
such dividends were received during the year ended June 30, 2014 .
During the year ended June 30, 2014 , Energy Solutions repaid the remaining $8,500 of our subordinated secured debt to us. In addition to the
repayment of principal, we received $4,812 of make-whole fees for early repayment of the outstanding loan receivables, which was recorded as
additional interest income during the year ended June 30, 2014 .
On November 25, 2013, we provided $13,000 in senior secured debt financing for the recapitalization of our investment in Freedom Marine
Services Holdings, LLC (“Freedom Marine”), a subsidiary of Energy Solutions. The subordinated secured loan to Jettco Marine Services, LLC
(“Jettco”), a subsidiary of Freedom Marine, was replaced with a senior secured note to Vessel Holdings II, LLC (“Vessel II”), a new subsidiary
of Freedom Marine. On December 3, 2013, we made a $16,000 senior secured investment in Vessel Holdings III, LLC, another new subsidiary
of Freedom Marine. Overall the restructuring of our investment in Freedom Marine provided approximately $16,000 net senior secured debt
financing to support the acquisition of two new vessels. We received $2,480 of structuring fees from Energy Solutions related to the Freedom
Marine restructuring which was recognized as other income during the year ended June 30, 2014 .
During the three months ended December 31, 2012, we determined that the impairment of Integrated Contract Solutions, Inc. (“ICS”) was other-
than-temporary and recorded a realized loss of $12,198 for the amount that the amortized cost exceeded the fair market value. Our remaining
investment in The Healing Staff, Inc. ("THS"), an affiliate of ICS, was valued at zero as of June 30, 2014 and continues to provide staffing
solutions for health care facilities and security staffing.
On November 30, 2012, we made a secured second lien investment of $9,500 to support the recapitalization of R-V (as defined in Note 14). As
part of the recapitalization, we received a dividend of $11,073 for our investment in R-V’s common stock.
On March 28, 2013, we sold our investment in New Meatco Provisions, LLC for net proceeds of approximately $1,965 and realized a loss of
$10,814 on the sale.
On April 30, 2013, we sold our investment in Fischbein, LLC for net proceeds of $3,168, recognizing a realized gain of $2,293 on the sale. In
addition, there is $155 being held in escrow which will be recognized as additional gain if and when received.
On April 15, 2013, assets previously held by H&M Oil & Gas, LLC ("H&M") were assigned to Wolf Energy, LLC ("Wolf Energy") in exchange
for a $66,000 term loan secured by the assets. The cost basis in this loan of $44,632 was determined in accordance
149
with ASC 310-40, Troubled Debt Restructurings by Creditors , and was equal to the fair value of assets at the time of transfer resulting in a
capital loss of $19,647 in connection with the foreclosure on the assets. On May 17, 2013, Wolf Energy sold the assets located in Martin County,
which were previously held by H&M, for $66,000. Proceeds from the sale were primarily used to repay the loan and net profits interest
receivable due to us resulting in a realized capital gain of $11,826. We received $3,960 of structuring and advisory fees from Wolf Energy
during the year ended June 30, 2013 related to the sale and $991 under the net profits interest agreement which was recognized as other income
during the fiscal year ended June 30, 2013.
In June 2013, we determined that the impairment of Manx Energy, Inc. ("Manx") was other-than-temporary and recorded a realized loss of
$9,397 for the amount that the amortized cost exceeded the fair market value
On August 6, 2013, we received a distribution of $3,252 related to our investment in NRG Manufacturing, Inc. for which we realized a gain of
the same amount. This was a partial release of the amount held in escrow.
On October 31, 2013, we sold $18,755 of the National Bankruptcy Services, LLC loan receivable. The loan receivable was sold at a discount and
we realized a loss of $7,853.
During the year ended June 30, 2013 , we recognized $1,481 of interest income due to purchase discount accretion from the assets acquired from
Patriot. Included in the $1,481 recorded during the year ended June 30, 2013 is $1,111 of normal accretion and $370 of accelerated accretion
resulting from the repayment of Hudson Products Holdings, Inc.
During the year ended June 30, 2014 , we recognized $400 of interest income due to purchase discount accretion from the assets acquired from
Patriot. No accelerated accretion was recorded during the year ended June 30, 2014 . As of June 30, 2014 , there is no more purchase discount
from the assets acquired from Patriot that remains to be accreted.
As of June 30, 2014 , $4,499,955 of our loans, at fair value, bear interest at floating rates and $4,466,756 of those loans have Libor floors
ranging from 1.25% to 6.00%.
At June 30, 2014 , nine loan investments were on non-accrual status: BXC Company, Inc., STI Holding, Inc., THS, Manx, NCT, Stryker, Wind
River, Wolf Energy and Yatesville. At June 30, 2013 , eight loan investments were on non-accrual status: Borga, Inc., Jettco, THS, Manx,
Stryker, Wind River, Wolf Energy and Yatesville. Principal balances of these loans amounted to $163,533 and $106,395 as of June 30, 2014 and
June 30, 2013 , respectively. The fair value of these loans amounted to $6,150 and $13,810 as of June 30, 2014 and June 30, 2013 , respectively.
The fair values of these investments represent approximately 0.1% and 0.3% of our total assets as of June 30, 2014 and June 30, 2013 ,
respectively. For the years ended June 30, 2014 , 2013 and 2012 , the income foregone as a result of not accruing interest on non-accrual debt
investments amounted to $24,040, $25,965 and $25,460, respectively.
Undrawn committed revolvers to our portfolio companies incur commitment fees ranging from 0.00% to 2.00%. As of June 30, 2014 and
June 30, 2013 , we have $143,597 and $202,518 of undrawn revolver commitments to our portfolio companies, respectively.
Unconsolidated Significant Subsidiaries (Unaudited)
Our investments are generally in small and mid-sized companies in a variety of industries. In accordance with SEC Regulation S-X Rules 3-09
and 4-08(g), we must determine which of our unconsolidated majority-owned portfolio companies, if any, are considered "significant
subsidiaries." In evaluating these investments, there are three tests utilized to determine if any of our investments are considered “significant
subsidiaries”: the investment test, the asset test and the income test. SEC Regulation S-X 3-09, as interpreted by the SEC, requires separate
audited financial statements of an unconsolidated majority-owned subsidiary if any of the three tests exceed 20% and SEC Regulation S-X 4-08
(g) requires summarized financial information if any of the three tests exceed 10%.
At June 30, 2014 and June 30, 2013, we had no single investment that represented greater than 10% of our total investment portfolio at fair
value. At June 30, 2014 and June 30, 2013, we had no single investment whose assets represented greater than 10% of our total assets. Income,
consisting of interest, dividends, fees, other investment income and realization of gains or losses, can fluctuate upon repayment or sale of an
investment or the marking to fair value of an investment in any given year can be highly concentrated among several investments. After
performing the analysis, we determined that First Tower Holdings of Delaware LLC and Subsidiaries generated more than 10% of our income,
but less than 20% of our income, primarily due to the unrealized gain that was recognized on the investment for the year ended June 30, 2014.
As such, we provide summarized financial information as follows:
150
Balance Sheet Data
Cash and short-term investments
Finance receivables, net
Intangibles, including goodwill
Other assets
Total liabilities
Member's equity/(deficit)
June 30, 2014
June 30, 2013
$
60,368 $
385,875
137,696
14,066
611,237
(13,233 )
56,682
378,327
161,008
14,303
545,778
64,542
Summary of Operations
Total revenue
Total expenses
Net loss
Note 4. Revolving Credit Facility
Twelve Months Ended June 30,
2014
2013
Period June 15, 2012 to
June 30, 2012
$
$
201,725 $
237,884
(36,159 ) $
188,672 $
211,573
(22,901 ) $
6,947
11,674
(4,727 )
On March 27, 2012, we closed on an expanded five-year $650,000 revolving credit facility with a syndicate of lenders through PCF (the “2012
Facility”). The lenders have extended commitments of $857,500 under the 2012 Facility as of June 30, 2014 , which was increased to $877,500
in July 2014 (see Note 18). The 2012 Facility includes an accordion feature which allows commitments to be increased up to $1,000,000 in the
aggregate. The revolving period of the 2012 Facility extends through March 2015, with an additional two year amortization period (with
distributions allowed) after the completion of the revolving period. During such two year amortization period, all principal payments on the
pledged assets will be applied to reduce the balance. At the end of the two year amortization period, the remaining balance will become due, if
required by the lenders.
The 2012 Facility contains restrictions pertaining to the geographic and industry concentrations of funded loans, maximum size of funded loans,
interest rate payment frequency of funded loans, maturity dates of funded loans and minimum equity requirements. The 2012 Facility also
contains certain requirements relating to portfolio performance, including required minimum portfolio yield and limitations on delinquencies and
charge-offs, violation of which could result in the early termination of the 2012 Facility. The 2012 Facility also requires the maintenance of a
minimum liquidity requirement. As of June 30, 2014 , we were in compliance with the applicable covenants.
Interest on borrowings under the 2012 Facility is one-month Libor plus 275 basis points with no minimum Libor floor. Additionally, the lenders
charge a fee on the unused portion of the 2012 Facility equal to either 50 basis points, if at least half of the credit facility is drawn, or 100 basis
points otherwise. The 2012 Facility requires us to pledge assets as collateral in order to borrow under the credit facility. As of June 30, 2014 and
2013 , we had $780,620 and $473,508 , respectively, available to us for borrowing under the 2012 Facility, of which the amount outstanding was
$92,000 and $124,000 , respectively. As additional eligible investments are transferred to PCF and pledged under the 2012 Facility, PCF will
generate additional availability up to the current commitment amount of $877,500 . As of June 30, 2014 , the investments used as collateral for
the 2012 Facility had an aggregate fair value of $1,535,476 , which represents 24.1% of our total investments and money market funds. These
assets are held and owned by PCF, a bankruptcy remote special purpose entity, and as such, these investments are not available to our general
creditors. The release of any assets from PCF requires the approval of the facility agent.
In connection with the origination and amendments of the 2012 Facility, we incurred $14,154 of fees, including $1,319 of fees carried over from
the previous facility, which are being amortized over the term of the facility in accordance with ASC 470-50, Debt Modifications and
Extinguishments , of which $4,883 remains to be amortized and is included within deferred financing costs on the Consolidated Statements of
Assets and Liabilities as of June 30, 2014 .
During the years ended June 30, 2014 , 2013 and 2012 , we recorded $12,216 , $9,082 and $14,883 , respectively, of interest costs, unused fees
and amortization of financing costs on the 2012 Facility as interest expense.
Note 5. Senior Convertible Notes
151
On December 21, 2010, we issued $150,000 aggregate principal amount of senior convertible notes that mature on December 15, 2015 (the
“2015 Notes”), unless previously converted or repurchased in accordance with their terms. The 2015 Notes bear interest at a rate of 6.25% per
year, payable semi-annually on June 15 and December 15 of each year, beginning June 15, 2011. Total proceeds from the issuance of the 2015
Notes, net of underwriting discounts and offering costs, were $145,200.
On February 18, 2011, we issued $172,500 aggregate principal amount of senior convertible notes that mature on August 15, 2016 (the “2016
Notes”), unless previously converted or repurchased in accordance with their terms. The 2016 Notes bear interest at a rate of 5.50% per year,
payable semi-annually on February 15 and August 15 of each year, beginning August 15, 2011. Total proceeds from the issuance of the 2016
Notes, net of underwriting discounts and offering costs, were $167,325. Between January 30, 2012 and February 2, 2012, we repurchased $5,000
of the 2016 Notes at a price of 97.5, including commissions. The transactions resulted in our recognizing $10 of loss in the year ended June 30,
2012.
On April 16, 2012, we issued $130,000 aggregate principal amount of senior convertible notes that mature on October 15, 2017 (the “2017
Notes”), unless previously converted or repurchased in accordance with their terms. The 2017 Notes bear interest at a rate of 5.375% per year,
payable semi-annually on April 15 and October 15 of each year, beginning October 15, 2012. Total proceeds from the issuance of the 2017
Notes, net of underwriting discounts and offering costs, were $126,035.
On August 14, 2012, we issued $200,000 aggregate principal amount of senior convertible notes that mature on March 15, 2018 (the “2018
Notes”), unless previously converted or repurchased in accordance with their terms. The 2018 Notes bear interest at a rate of 5.75% per year,
payable semi-annually on March 15 and September 15 of each year, beginning March 15, 2013. Total proceeds from the issuance of the 2018
Notes, net of underwriting discounts and offering costs, were $193,600.
On December 21, 2012, we issued $200,000 aggregate principal amount of senior convertible notes that mature on January 15, 2019 (the “2019
Notes”), unless previously converted or repurchased in accordance with their terms. The 2019 Notes bear interest at a rate of 5.875% per year,
payable semi-annually on January 15 and July 15 of each year, beginning July 15, 2013. Total proceeds from the issuance of the 2019 Notes, net
of underwriting discounts and offering costs, were $193,600.
On April 11, 2014, we issued $400,000 aggregate principal amount of senior convertible notes that mature on April 15, 2020 (the “2020 Notes”),
unless previously converted or repurchased in accordance with their terms. The 2020 Notes bear interest at a rate of 4.75% per year, payable
semi-annually on April 15 and October 15 each year, beginning October 15, 2014. Total proceeds from the issuance of the 2020 Notes, net of
underwriting discounts and offering costs, were $387,500.
Certain key terms related to the convertible features for the 2015 Notes, the 2016 Notes, the 2017 Notes, the 2018 Notes, the 2019 Notes and the
2020 Notes (collectively, the “Senior Convertible Notes”) are listed below.
Initial conversion rate(1)
Initial conversion price
Conversion rate at June 30, 2014(1)(2)
Conversion price at June 30, 2014(2)(3)
Last conversion price calculation date
Dividend threshold amount (per share)(4)
$
11.35 $
85.8442
78.3699
88.0902
2015 Notes 2016 Notes 2017 Notes 2018 Notes 2019 Notes 2020 Notes
80.6647
12.40
80.6647
12.40
4/11/2014
$ 0.101125 $ 0.101150 $ 0.101500 $ 0.101600 $ 0.110025 $ 0.110525
8/14/2013 12/21/2013
12/21/2013
4/16/2014
2/18/2014
89.0157
79.3176
86.9426
79.7865
82.8631
79.7766
82.3451
12.54 $
12.53 $
12.76 $
11.65 $
12.14 $
12.61 $
11.50 $
12.07 $
11.23 $
$
(1) Conversion rates denominated in shares of common stock per $1 principal amount of the Senior Convertible Notes converted.
(2) Represents conversion rate and conversion price, as applicable, taking into account certain de minimis adjustments that will be made on the conversion date.
(3) The conversion price in effect at June 30, 2014 was calculated on the last anniversary of the issuance and will be adjusted again on the next anniversary,
unless the exercise price shall have changed by more than 1% before the anniversary.
(4) The conversion rate is increased if monthly cash dividends paid to common shares exceed the monthly dividend threshold amount, subject to adjustment.
In no event will the total number of shares of common stock issuable upon conversion exceed 96.8992 per $1 principal amount of the 2015
Notes (the “conversion rate cap”), except that, to the extent we receive written guidance or a no-action letter from the staff of the Securities and
Exchange Commission (the “Guidance”) permitting us to adjust the conversion rate in certain instances without regard to the conversion rate cap
and to make the 2015 Notes convertible into certain reference property in accordance with certain reclassifications, business combinations, asset
sales and corporate events by us without regard to the conversion rate cap, we will make such adjustments without regard to the conversion rate
cap and will also, to the extent that we make any such
152
adjustment without regard to the conversion rate cap pursuant to the Guidance, adjust the conversion rate cap accordingly. We will use our
commercially reasonable efforts to obtain such Guidance as promptly as practicable.
Prior to obtaining the Guidance, we will not engage in certain transactions that would result in an adjustment to the conversion rate increasing
the conversion rate beyond what it would have been in the absence of such transaction unless we have engaged in a reverse stock split or share
combination transaction such that in our reasonable best estimation, the conversion rate following the adjustment for such transaction will not be
any closer to the conversion rate cap than it would have been in the absence of such transaction.
Upon conversion, unless a holder converts after a record date for an interest payment but prior to the corresponding interest payment date, the
holder will receive a separate cash payment with respect to the notes surrendered for conversion representing accrued and unpaid interest to, but
not including, the conversion date. Any such payment will be made on the settlement date applicable to the relevant conversion on the Senior
Convertible Notes.
No holder of Senior Convertible Notes will be entitled to receive shares of our common stock upon conversion to the extent (but only to the
extent) that such receipt would cause such converting holder to become, directly or indirectly, a beneficial owner (within the meaning of
Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder) of more than 5.0% of the shares of
our common stock outstanding at such time. The 5.0% limitation shall no longer apply following the effective date of any fundamental change.
We will not issue any shares in connection with the conversion or redemption of the Senior Convertible Notes which would equal or exceed 20%
of the shares outstanding at the time of the transaction in accordance with NASDAQ rules.
Subject to certain exceptions, holders may require us to repurchase, for cash, all or part of their Senior Convertible Notes upon a fundamental
change at a price equal to 100% of the principal amount of the Senior Convertible Notes being repurchased plus any accrued and unpaid interest
up to, but excluding, the fundamental change repurchase date. In addition, upon a fundamental change that constitutes a non-stock change of
control we will also pay holders an amount in cash equal to the present value of all remaining interest payments (without duplication of the
foregoing amounts) on such Senior Convertible Notes through and including the maturity date.
In connection with the issuance of the Senior Convertible Notes, we incurred $39,558 of fees which are being amortized over the terms of the
notes, of which $27,824 remains to be amortized and is included within deferred financing costs on the Consolidated Statements of Assets and
Liabilities as of June 30, 2014 .
During the years ended June 30, 2014 , 2013 and 2012 , we recorded $58,042 , $45,880 and $22,197 , respectively, of interest costs and
amortization of financing costs on the Senior Convertible Notes as interest expense.
Note 6. Senior Unsecured Notes
On May 1, 2012, we issued $100,000 aggregate principal amount of senior unsecured notes that mature on November 15, 2022 (the “2022
Notes”). The 2022 Notes bear interest at a rate of 6.95% per year, payable quarterly on February 15, May 15, August 15 and November 15 of
each year, beginning August 15, 2012. Total proceeds from the issuance of the 2022 Notes, net of underwriting discounts and offering costs,
were $97,000.
On March 15, 2013, we issued $250,000 aggregate principal amount of senior unsecured notes that mature on March 15, 2023 (the “2023
Notes”). The 2023 Notes bear interest at a rate of 5.875% per year, payable semi-annually on March 15 and September 15 of each year,
beginning September 15, 2013. Total proceeds from the issuance of the 2023 Notes, net of underwriting discounts and offering costs, were
$245,885.
On April 7, 2014, we issued $300,000 aggregate principal amount of senior unsecured notes that mature on July 15, 2019 (the “5.00% 2019
Notes”). Included in the issuance is $45,000 of Prospect Capital InterNotes® that were exchanged for the 5.00% 2019 Notes. The 5.00% 2019
Notes bear interest at a rate of 5.00% per year, payable semi-annually on January 15 and July 15 of each year, beginning July 15, 2014. Total
proceeds from the issuance of the 5.00% 2019 Notes, net of underwriting discounts and offering costs, were $250,775.
153
The 2022 Notes, the 2023 Notes and the 5.00% 2019 Notes (collectively, the “Senior Unsecured Notes”) are direct unsecured obligations and
rank equally with all of our unsecured senior indebtedness from time to time outstanding.
In connection with the issuance of the Senior Unsecured Notes, we incurred $11,358 of fees which are being amortized over the term of the
notes, of which $10,297 remains to be amortized and is included within deferred financing costs on the Consolidated Statements of Assets and
Liabilities as of June 30, 2014 .
During the years ended June 30, 2014 , 2013 and 2012 , we recorded $25,988 , $11,672 and $1,178 , respectively, of interest costs and
amortization of financing costs on the Senior Unsecured Notes as interest expense.
Note 7. Prospect Capital InterNotes ®
On February 16, 2012, we entered into a Selling Agent Agreement (the “Selling Agent Agreement”) with Incapital LLC, as purchasing agent for
our issuance and sale from time to time of up to $500,000 of Prospect Capital InterNotes ® (the “InterNotes ® Offering”), which was increased
to $1,500,000 in May 2014. Additional agents may be appointed by us from time to time in connection with the InterNotes ® Offering and
become parties to the Selling Agent Agreement.
These notes are direct unsecured senior obligations and rank equally with all of our unsecured senior indebtedness outstanding. Each series of
notes will be issued by a separate trust. These notes bear interest at fixed interest rates and offer a variety of maturities no less than twelve
months from the original date of issuance.
During the year ended June 30, 2014 , we issued $473,762 aggregate principal amount of our Prospect Capital InterNotes ® for net proceeds of
$465,314 . These notes were issued with stated interest rates ranging from 3.75% to 6.75% with a weighted average interest rate of 5.12% .
These notes mature between October 15, 2016 and October 15, 2043 . Below is a summary of the Prospect Capital InterNotes® issued during the
year ended June 30, 2014 :
Tenor at
Origination
(in years)
3
3.5
4
5
5.5
6.5
7
7.5
10
12
15
18
20
25
30
$
$
Principal
Amount
Interest Rate
Range
Weighted
Average
Interest Rate
5,710
3,149
45,751
217,915
43,820
1,800
62,409
1,996
23,850
2,978
2,495
4,062
2,791
34,886
20,150
473,762
4.00%
4.00%
3.75%–4.00%
4.25%–5.00%
4.75%–5.00%
5.50%
5.25%–5.75%
5.75%
5.75%–6.50%
6.00%
6.00%
6.00%–6.25%
6.00%
6.25%–6.50%
6.50%–6.75%
4.00 %
4.00 %
3.92 %
4.91 %
4.77 %
5.50 %
5.44 %
5.75 %
5.91 %
6.00 %
6.00 %
6.21 %
6.00 %
6.39 %
6.60 %
Maturity Date Range
October 15, 2016
April 15, 2017
November 15, 2017 – May 15, 2018
July 15, 2018 – August 15, 2019
February 15, 2019 – August 15, 2019
February 15, 2020
July 15, 2020 – May 15, 2021
February 15, 2021
January 15, 2024 – May 15, 2024
November 15, 2025 – December 15, 2025
August 15, 2028 – November 15, 2028
July 15, 2031 – August 15, 2031
September 15, 2033 – October 15, 2033
August 15, 2038 – May 15, 2039
July 15, 2043 – October 15, 2043
During the year ended June 30, 2013 , we issued $343,139 aggregate principal amount of our Prospect Capital InterNotes ® for net proceeds of
$334,244 . These notes were issued with stated interest rates ranging from 3.28% to 6.625% with a weighted average interest rate of 5.59% .
These notes mature between July 15, 2019 and June 15, 2043 . Below is a summary of the Prospect Capital InterNotes® issued during the year
ended June 30, 2013 :
154
Tenor at
Origination
(in years)
7
10
15
18
20
30
$
$
Principal
Amount
Interest Rate
Range
4.00%–6.45%
190,937
3.28%–3.78%
1,489
15,000
5.00%
22,157 4.125%–6.00%
3,106 5.625%–5.75%
110,450 5.50%–6.625%
343,139
Weighted
Average
Interest Rate
5.35 %
3.37 %
5.00 %
5.34 %
5.70 %
6.15 %
155
Maturity Date Range
July 15, 2019 – June 15, 2020
March 15, 2023 – April 15, 2023
May 15, 2028 – June 15, 2028
December 15, 2030 – June 15, 2031
November 15, 2032 – December 15, 2032
November 15, 2042 – June 15, 2043
In connection with the issuance of the 5.00% 2019 Notes, $45,000 of previously-issued Prospect Capital InterNotes® were exchanged for the
5.00% 2019 Notes. During the year ended June 30, 2014 , we repaid $6,869 aggregate principal amount of our Prospect Capital InterNotes® in
accordance with the Survivor’s Option, as defined in the InterNotes® Offering prospectus. Below are the Prospect Capital InterNotes®
outstanding as of June 30, 2014 :
Tenor at
Origination
(in years)
3
3.5
4
5
5.5
6.5
7
7.5
10
12
15
18
20
25
30
$
$
Principal
Amount
Interest Rate
Range
4.00%
5,710
4.00%
3,149
3.75%–4.00%
45,751
4.25%–5.00%
212,915
5.00%
3,820
5.50%
1,800
4.00%–6.55%
256,903
5.75%
1,996
3.23%–7.00%
41,952
6.00%
2,978
17,465
5.00%–6.00%
25,435 4.125%–6.25%
5,847 5.625%–6.00%
6.25%–6.50%
34,886
5.50%–6.75%
125,063
785,670
Weighted
Average
Interest Rate
4.00 %
4.00 %
3.92 %
4.92 %
5.00 %
5.50 %
5.39 %
5.75 %
6.18 %
6.00 %
5.14 %
5.49 %
5.85 %
6.39 %
6.22 %
Below are the Prospect Capital InterNotes® outstanding as of June 30, 2013 :
Maturity Date Range
October 15, 2016
April 15, 2017
November 15, 2017 – May 15, 2018
July 15, 2018 – August 15, 2019
February 15, 2019
February 15, 2020
June 15, 2019 – May 15, 2021
February 15, 2021
March 15, 2022 – May 15, 2024
November 15, 2025 – December 15, 2025
May 15, 2028 – November 15, 2028
December 15, 2030 – August 15, 2031
November 15, 2032 – October 15, 2033
August 15, 2038 – May 15, 2039
November 15, 2042 – October 15, 2043
Tenor at
Origination
(in years)
7
10
15
18
20
30
$
$
Principal
Amount
Interest Rate
Range
4.00%–6.55%
194,937
3.28%–7.00%
18,127
15,000
5.00%
22,157 4.125%–6.00%
3,106 5.625%–5.75%
110,450 5.50%–6.625%
363,777
Weighted
Average
Interest Rate
5.37 %
6.56 %
5.00 %
5.34 %
5.70 %
6.15 %
Maturity Date Range
June 15, 2019 – June 15, 2020
March 15, 2022 – April 15, 2023
May 15, 2028 – June 15, 2028
December 15, 2030 – June 15, 2031
November 15, 2032 – December 15, 2032
November 15, 2042 – June 15, 2043
In connection with the issuance of the Prospect Capital InterNotes ® , we incurred $20,235 of fees which are being amortized over the term of the
notes, of which $18,889 remains to be amortized and is included within deferred financing costs on the Consolidated Statements of Assets and
Liabilities as of June 30, 2014 .
During the years ended June 30, 2014 , 2013 and 2012 , we recorded $33,857 , $9,707 and $276 , respectively, of interest costs and amortization
of financing costs on the Prospect Capital InterNotes ® as interest expense.
156
Note 8. Fair Value and Maturity of Debt Outstanding
The following table shows the Revolving Credit Facility, Senior Convertible Notes, Senior Unsecured Notes and Prospect Capital
InterNotes® maximum draw amounts and outstanding borrowings as of June 30, 2014 and June 30, 2013 :
June 30, 2014
June 30, 2013
Maximum
Amount
Maximum
Draw Amount
Outstanding
Draw Amount
Revolving Credit Facility
Senior Convertible Notes
Senior Unsecured Notes
Prospect Capital InterNotes ®
Total
$
$
857,500 $
1,247,500
647,881
785,670
3,538,551 $
92,000 $
1,247,500
647,881
785,670
2,773,051 $
552,500 $
847,500
347,725
363,777
2,111,502 $
Amount
Outstanding
124,000
847,500
347,725
363,777
1,683,002
The following table shows the contractual maturities of our Revolving Credit Facility, Senior Convertible Notes, Senior Unsecured Notes and
Prospect Capital InterNotes® as of June 30, 2014 :
Revolving Credit Facility
Senior Convertible Notes
Senior Unsecured Notes
Prospect Capital InterNotes ®
Total Contractual Obligations
Payments Due by Period
Total
Less than 1
Year
1 – 3 Years 3 – 5 Years
After 5
Years
$
92,000 $
1,247,500
647,881
785,670
$ 2,773,051 $
— $
—
—
—
— $
92,000 $
317,500
—
8,859
418,359 $
— $
—
530,000
400,000
—
647,881
515,355
261,456
791,456 $ 1,563,236
The following table shows the contractual maturities of our Revolving Credit Facility, Senior Convertible Notes, Senior Unsecured Notes and
Prospect Capital InterNotes® as of June 30, 2013 :
Payments Due by Period
Revolving Credit Facility
Senior Convertible Notes
Senior Unsecured Notes
Prospect Capital InterNotes ®
Total Contractual Obligations
$
Total
124,000 $
847,500
347,725
363,777
$ 1,683,002 $
Less than 1
Year
After 5
Years
1 – 3 Years 3 – 5 Years
— $
— $
—
—
—
— $
150,000
—
—
150,000 $
124,000 $
297,500
—
—
—
400,000
347,725
363,777
421,500 $ 1,111,502
The fair values of our financial liabilities disclosed, but not carried, at fair value as of June 30, 2014 disaggregated into the three levels of the
ASC 820 valuation hierarchy are as follows:
Revolving Credit Facility(1)
Senior Convertible Notes(2)
Senior Unsecured Notes(2)
Prospect Capital InterNotes®(3)
Total
Level 1
—
—
—
—
—
$
$
$
Fair Value Hierarchy
Level 2
92,000
1,293,495
679,816
766,660
$ 2,831,971
$
$
Level 3
Total
— $
92,000
— 1,293,495
—
679,816
—
766,660
— $ 2,831,971
(1) The carrying value of our Revolving Credit Facility approximates the fair value.
(2) We use available market quotes to estimate the fair value of the Senior Convertible Notes and Senior Unsecured Notes.
(3) The fair value of our Prospect Capital InterNotes® is estimated by discounting remaining payments using current Treasury rates.
157
The fair values of our financial liabilities disclosed, but not carried, at fair value as of June 30, 2013 disaggregated into the three levels of the
ASC 820 valuation hierarchy are as follows:
Revolving Credit Facility(1)
Senior Convertible Notes(2)
Senior Unsecured Notes(2)
Prospect Capital InterNotes®(3)
Total
Level 1
—
—
—
—
—
$
$
Fair Value Hierarchy
Level 2
$ 124,000
886,210
343,813
336,055
$ 1,690,078
$
$
Level 3
Total
— $ 124,000
886,210
—
343,813
—
—
336,055
— $ 1,690,078
(1) The carrying value of our Revolving Credit Facility approximates the fair value.
(2) We use available market quotes to estimate the fair value of the Senior Convertible Notes and Senior Unsecured Notes.
(3) The fair value of our Prospect Capital InterNotes® is estimated by discounting remaining payments using current Treasury rates.
Note 9. Equity Offerings, Offering Expenses, and Distributions
Excluding dividend reinvestments, we issued 93,381,602 and 106,752,517 shares of our common stock during the years ended June 30, 2014 and
2013 , respectively. The proceeds raised, the related underwriting fees, the offering expenses and the prices at which these shares were issued are
as follows:
Issuances of Common Stock
During the year ended June 30, 2014:
July 5, 2013 – August 21, 2013(1)
August 2, 2013(2)
August 29, 2013 – November 4, 2013(1)
November 12, 2013 – February 5, 2014(1)
February 10, 2014 – April 9, 2014(1)
March 31, 2014(2)
April 15, 2014 – May 2, 2014(1)
May 5, 2014(2)
During the year ended June 30, 2013:
July 2, 2012 – July 12, 2012(1)
July 16, 2012
July 27, 2012
September 13, 2012 – October 9, 2012(1)
November 7, 2012
December 13, 2012(2)
December 28, 2012(2)
December 31, 2012(2)
January 7, 2013 – February 5, 2013(1)
February 14, 2013 – May 3, 2013(1)
May 14, 2013 – May 31, 2013(1)
Number of
Gross
Shares Issued
Proceeds
Underwriting
Fees
Offering
Expenses
Average
Offering Price
9,818,907 $ 107,725 $
1,918,342
24,127,242
27,301,889
21,592,715
2,306,294
5,213,900
1,102,313
21,006
272,114
307,045
239,305
24,908
56,995
11,916
2,247,275
21,000,000
3,150,000
8,010,357
35,000,000
467,928
897,906
4,141,547
10,248,051
17,230,253
4,359,200
26,040
234,150
35,123
94,610
388,500
5,021
9,581
44,649
115,315
191,893
47,528
902 $
—
2,703
3,069
2,233
—
445
—
260
2,100
315
946
4,550
—
—
—
1,153
1,788
399
169 $
— $
414 $
436 $
168 $
— $
193 $
— $
— $
62 $
— $
638 $
814 $
— $
— $
— $
— $
56 $
245 $
10.97
10.95
11.28
11.25
11.08
10.80
10.93
10.81
11.59
11.15
11.15
11.81
11.10
10.73
10.67
10.78
11.25
11.14
10.90
(1) Shares were issued in connection with our at-the-market offering program which we enter into from time to time with various counterparties.
(2) On December 13, 2012 , December 28, 2012 , December 31, 2012 , August 2, 2013 , March 31, 2014 and May 5, 2014 , we issued 467,928 , 897,906 , 4,141,547 , 1,918,342 ,
2,306,294 and 1,102,313 shares of our common stock, respectively, in conjunction with investments in CCPI , Credit Central , Valley Electric , CP Holdings , Harbortouch and
Arctic Energy, which are controlled portfolio companies.
158
Our shareholders’ equity accounts as of June 30, 2014 and 2013 reflect cumulative shares issued as of those respective dates. Our common stock
has been issued through public offerings, a registered direct offering, the exercise of over-allotment options on the part of the underwriters and
our dividend reinvestment plan. When our common stock is issued, the related offering expenses have been charged against paid-in capital in
excess of par. All underwriting fees and offering expenses were borne by us.
On August 24, 2011, our Board of Directors approved a share repurchase plan under which we may repurchase up to $100,000 of our common
stock at prices below our net asset value. We have not made any purchases of our common stock during the period from August 24, 2011 to
June 30, 2014 pursuant to this plan. Prior to any repurchase, we are required to notify shareholders of our intention to purchase our common
stock. This notice lasts for six months after notice is given. Our last notice was delivered with our annual proxy mailing on September 10, 2013.
Our Board of Directors, pursuant to the Maryland General Corporation Law, executed Articles of Amendment to increase the number of shares
authorized for issuance from 500,000,000 to 1,000,000,000 in the aggregate. The amendment became effective May 6, 2014.
On October 15, 2013, our Registration Statement on Form N-2 was declared effective by the SEC. Under this Shelf Registration Statement, we
can issue up to $3,691,792 of additional debt and equity securities in the public market as of June 30, 2014 .
During the years ended June 30, 2014 and 2013 , we distributed approximately $403,188 and $271,507 , respectively, to our stockholders. The
following table summarizes our distributions declared and payable for 2013 and 2014 :
Declaration Date
Record Date
Payment Date
Amount Per Share
Amount Distributed (in
thousands)
5/7/2012
5/7/2012
8/21/2012
8/21/2012
11/7/2012
12/7/2012
12/7/2012
2/7/2013
2/7/2013
2/7/2013
5/6/2013
5/6/2013
5/6/2013
5/6/2013
6/17/2013
6/17/2013
6/17/2013
6/17/2013
8/21/2013
8/21/2013
8/21/2013
11/4/2013
11/4/2013
11/4/2013
7/31/2012
8/31/2012
9/28/2012
10/31/2012
11/30/2012
12/31/2012
1/31/2013
2/28/2013
3/29/2013
4/30/2013
5/31/2013
6/28/2013
7/31/2013
8/30/2013
9/30/2013
10/31/2013
11/29/2013
12/31/2013
1/31/2014
2/28/2014
3/31/2014
4/30/2014
5/30/2014
6/30/2014
8/24/2012 $
9/21/2012
10/24/2012
11/22/2012
12/20/2012
1/23/2013
2/20/2013
3/21/2013
4/18/2013
5/23/2013
6/20/2013
7/18/2013
0.101575 $
0.101600
0.101625
0.101650
0.101675
0.110000
0.110025
0.110050
0.110075
0.110100
0.110125
0.110150
Total declared and payable for 2013 $
8/22/2013 $
9/19/2013
10/24/2013
11/21/2013
12/19/2013
1/23/2014
2/20/2014
3/20/2014
4/17/2014
5/22/2014
6/19/2014
7/24/2014
0.110175 $
0.110200
0.110225
0.110250
0.110275
0.110300
0.110325
0.110350
0.110375
0.110400
0.110425
0.110450
Total declared and payable for 2014 $
16,886
16,897
17,597
17,736
21,308
23,669
24,641
25,307
26,267
26,620
27,280
27,299
271,507
28,001
28,759
29,915
31,224
32,189
33,229
34,239
35,508
36,810
37,649
37,822
37,843
403,188
Dividends and distributions to common stockholders are recorded on the ex-dividend date. As such, the table above includes distributions with
record dates during the years ended June 30, 2014 and 2013 . It does not include distributions previously declared
159
to stockholders of record on any future dates, as those amounts are not yet determinable. The following dividends were previously declared and
will be payable subsequent to June 30, 2014 :
• $0.110475 per share for July 2014 to holders of record on July 31, 2014 with a payment date of August 21, 2014;
• $0.110500 per share for August 2014 to holders of record on August 29, 2014 with a payment date of September 18, 2014; and
• $0.110525 per share for September 2014 to holders of record on September 30, 2014 with a payment date of October 22, 2014.
• $0.110550 per share for October 2014 to holders of record on October 31, 2014 with a payment date of November 20, 2014;
• $0.110575 per share for November 2014 to holders of record on November 28, 2014 with a payment date of December 18, 2014; and
• $0.110600 per share for December 2014 to holders of record on December 31, 2014 with a payment date of January 22, 2015.
During the years ended June 30, 2014 and 2013 , we issued 1,408,070 and 1,450,578 shares of our common stock, respectively, in connection
with the dividend reinvestment plan.
As of June 30, 2014 , we have reserved 103,055,710 shares of our common stock for issuance upon conversion of the Senior Convertible Notes
(see Note 5).
Note 10. Other Income
Other income consists of structuring fees, overriding royalty interests, revenue receipts related to net profit interests/net revenue interests, deal
deposits, administrative agent fees, and other miscellaneous and sundry cash receipts. Income from such sources for the years ended June 30,
2014 , 2013 and 2012 were as follows:
Income Source
Structuring, advisory and amendment fees (refer to Note 3)
Recovery of legal costs from prior periods from legal settlement
Royalty interests
Administrative agent fees
Total Other Income
Note 11. Net Increase in Net Assets per Share
Year Ended June 30,
2013
2012
2014
$
$
59,527 $
5,825
5,893
468
71,713 $
53,708 $
—
4,122
346
58,176 $
35,976
—
224
293
36,493
The following information sets forth the computation of net increase in net assets resulting from operations per share for the years ended
June 30, 2014 , 2013 and 2012 .
Net increase in net assets resulting from operations
Weighted average common shares outstanding
Net increase in net assets resulting from operations per share
160
Year Ended June 30,
2013
220,856 $
2014
319,020 $
2012
190,904
$
300,283,941 207,069,971 114,394,554
1.67
$
1.06 $
1.07 $
Note 12. Income Taxes
While our fiscal year end for financial reporting purposes is June 30 of each year, our tax year end is August 31 of each year. The information
presented in this footnote is based on our tax year end for each period presented, unless otherwise specified.
For income tax purposes, dividends paid and distributions made to shareholders are reported as ordinary income, capital gains, non-taxable
return of capital, or a combination thereof. The tax character of dividends paid to shareholders during the tax years ended August 31, 2013, 2012
and 2011 were as follows:
Ordinary income
Capital gain
Return of capital
Total dividends paid to shareholders
Tax Year Ended August 31,
2012
147,204 $
2013
282,621 $
2011
$
—
—
—
—
$
282,621 $
147,204 $
76,680
—
33,218
109,898
For the tax year ending August 31, 2014, the tax character of dividends paid to shareholders through June 30, 2014 is expected to be ordinary
income. Because of the difference between our fiscal and tax year ends, the final determination of the tax character of dividends will not be made
until we file our tax return for the tax year ending August 31, 2014.
Taxable income generally differs from net increase in net assets resulting from operations for financial reporting purposes due to temporary and
permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or
losses are generally not included in taxable income until they are realized. The following reconciles the net increase in net assets resulting from
operations to taxable income for the tax years ended August 31, 2013, 2012 and 2011:
Net increase in net assets resulting from operations
Net realized loss (gain) on investments
Net unrealized depreciation (appreciation) on investments
Other temporary book-to-tax differences
Permanent differences
Taxable income before deductions for distributions
$
$
Tax Year Ended August 31,
2012
208,331 $
(38,363 )
32,367
(1,078 )
(6,103 )
195,154 $
2013
238,721 $
24,632
77,835
(4,357 )
5,939
342,770 $
2011
119,281
(16,465 )
(7,552 )
1,417
(20,000 )
76,681
Capital losses in excess of capital gains earned in a tax year may generally be carried forward and used to offset capital gains, subject to certain
limitations. The Regulated Investment Company Modernization Act (the “RIC Modernization Act”) was enacted on December 22, 2010. Under
the RIC Modernization Act, capital losses incurred by taxpayers in taxable years beginning after the date of enactment will be allowed to be
carried forward indefinitely and are allowed to retain their character as either short-term or long-term losses. As such, the capital loss
carryforwards generated by us after the August 31, 2011 tax year will not be subject to expiration. Any losses incurred in post-enactment tax
years will be required to be utilized prior to the losses incurred in pre-enactment tax years. As of August 31, 2013, we had capital loss
carryforwards of approximately $84,470 available for use in later tax years. Of the amount available as of August 31, 2013, $582, $33,096 and
$34,471 will expire on August 31, 2016, 2017 and 2018, respectively, and $16,321 is not subject to expiration. The unused balance each year
will be carried forward and utilized as gains are realized, subject to limitations. While our ability to utilize losses in the future depends upon a
variety of factors that cannot be known in advance, substantially all of the Company's capital loss carryforwards may become permanently
unavailable due to limitations by the Code.
Under current tax law, capital losses and specific ordinary losses realized after October 31st and December 31st, respectively, may be deferred
and treated as occurring on the first business day of the following tax year. As of August 31, 2013, we had deferred $10,793 long-term capital
losses, which will be treated as arising on the first day of the tax year ending August 31, 2014.
For the tax year ended August 31, 2013, we had taxable income in excess of the distributions made from such taxable income during the year,
and therefore, we elected to carry forward the excess for distribution to shareholders in the tax year ending August 31, 2014. The amount carried
forward to 2014 was approximately $108,099. For the tax year ended August 31, 2012, we had taxable income in excess of the distributions
made from such taxable income during the year, and therefore, we elected to carry forward the excess for distribution to shareholders in the tax
year ended August 31, 2013. The amount carried forward to 2013 was approximately $47,950. For the tax year ended August 31, 2011, we did
not have taxable income in excess of distributions
161
made from such taxable income during the year, and therefore, there was no excess available for us to carry forward for distribution to
shareholders in the tax year ended August 31, 2012.
As of June 30, 2014, the cost basis of investments for tax purposes was $6,354,811 resulting in estimated gross unrealized appreciation and
depreciation of $146,820 and $247,891, respectively. As of June 30, 2013, the cost basis of investments for tax purposes was $4,247,038
resulting in estimated gross unrealized appreciation and depreciation of $76,112 and $150,298, respectively. Due to the difference between our
fiscal year end and tax year end, the cost basis of our investments for tax purposes as of June 30, 2014 and 2013 was calculated based on the
book cost of investments as of June 30, 2014 and 2013, respectively, with cumulative book-to-tax adjustments for investments through August
31, 2013 and 2012, respectively.
In general, we may make certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which may
include merger-related items, differences in the book and tax basis of certain assets and liabilities, and nondeductible federal taxes, among other
items. During the tax year ended August 31, 2013, we increased accumulated undistributed net investment income by $5,939, increased
accumulated net realized loss on investments by $2,621 and decreased capital in excess of par value by $3,318. During the tax year ended
August 31, 2012, we increased accumulated undistributed net investment income by $5,028, increased accumulated net realized loss on
investments by $37,355 and increased capital in excess of par value by $32,327. Due to the difference between our fiscal and tax year end, the
reclassifications for the taxable years ended August 31, 2013 and 2012 were recorded in the fiscal years ended June 30, 2014 and 2013,
respectively.
Note 13. Related Party Agreements and Transactions
Investment Advisory Agreement
We have entered into an investment advisory and management agreement with the Investment Adviser (the “Investment Advisory Agreement”)
under which the Investment Adviser, subject to the overall supervision of our Board of Directors, manages the day-to-day operations of, and
provides investment advisory services to, us. Under the terms of the Investment Advisory Agreement, the Investment Adviser: (i) determines the
composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes, (ii) identifies,
evaluates and negotiates the structure of the investments we make (including performing due diligence on our prospective portfolio companies);
and (iii) closes and monitors investments we make.
The Investment Adviser’s services under the Investment Advisory Agreement are not exclusive, and it is free to furnish similar services to other
entities so long as its services to us are not impaired. For providing these services the Investment Adviser receives a fee from us, consisting of
two components: a base management fee and an incentive fee. The base management fee is calculated at an annual rate of 2.00% on our gross
assets (including amounts borrowed). For services currently rendered under the Investment Advisory Agreement, the base management fee is
payable quarterly in arrears. The base management fee is calculated based on the average value of our gross assets at the end of the two most
recently completed calendar quarters and appropriately adjusted for any share issuances or repurchases during the current calendar quarter.
The total base management fee incurred to the favor of the Investment Adviser was $108,990 , $69,800 and $35,836 for the years ended
June 30, 2014 , 2013 and 2012 , respectively.
The incentive fee has two parts. The first part, the income incentive fee, is calculated and payable quarterly in arrears based on our pre-incentive
fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-incentive fee net investment income means
interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as
commitment, origination, structuring, diligence and consulting fees and other fees that we receive from portfolio companies) accrued during the
calendar quarter, minus our operating expenses for the quarter (including the base management fee, expenses payable under the Administration
Agreement described below, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the
incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue
discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income that we have not yet received in cash. Pre-
incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or
depreciation. Pre-incentive fee net investment income, expressed as a rate of return on the value of our net assets at the end of the immediately
preceding calendar quarter, is compared to a “hurdle rate” of 1.75% per quarter (7.00% annualized).
The net investment income used to calculate this part of the incentive fee is also included in the amount of the gross assets used to calculate the
2.00% base management fee. We pay the Investment Adviser an income incentive fee with respect to our pre-incentive fee net investment
income in each calendar quarter as follows:
• No incentive fee in any calendar quarter in which our pre-incentive fee net investment income does not exceed the hurdle rate;
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• 100.00% of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if
any, that exceeds the hurdle rate but is less than 125.00% of the quarterly hurdle rate in any calendar quarter (8.75% annualized
assuming a 7.00% annualized hurdle rate); and
• 20.00% of the amount of our pre-incentive fee net investment income, if any, that exceeds 125.00% of the quarterly hurdle rate in any
calendar quarter (8.75% annualized assuming a 7.00% annualized hurdle rate).
These calculations are appropriately prorated for any period of less than three months and adjusted for any share issuances or repurchases during
the current quarter.
The second part of the incentive fee, the capital gains incentive fee, is determined and payable in arrears as of the end of each calendar year (or
upon termination of the Investment Advisory Agreement, as of the termination date), and equals 20.00% of our realized capital gains for the
calendar year, if any, computed net of all realized capital losses and unrealized capital depreciation at the end of such year. In determining the
capital gains incentive fee payable to the Investment Adviser, we calculate the aggregate realized capital gains, aggregate realized capital losses
and aggregate unrealized capital depreciation, as applicable, with respect to each investment that has been in its portfolio. For the purpose of this
calculation, an “investment” is defined as the total of all rights and claims which maybe asserted against a portfolio company arising from our
participation in the debt, equity, and other financial instruments issued by that company. Aggregate realized capital gains, if any, equal the sum
of the differences between the aggregate net sales price of each investment and the aggregate cost basis of such investment when sold or
otherwise disposed. Aggregate realized capital losses equal the sum of the amounts by which the aggregate net sales price of each investment is
less than the aggregate cost basis of such investment when sold or otherwise disposed. Aggregate unrealized capital depreciation equals the sum
of the differences, if negative, between the aggregate valuation of each investment and the aggregate cost basis of such investment as of the
applicable calendar year-end. At the end of the applicable calendar year, the amount of capital gains that serves as the basis for our calculation of
the capital gains incentive fee involves netting aggregate realized capital gains against aggregate realized capital losses on a since-inception basis
and then reducing this amount by the aggregate unrealized capital depreciation. If this number is positive, then the capital gains incentive fee
payable is equal to 20.00% of such amount, less the aggregate amount of any capital gains incentive fees paid since inception.
The total income incentive fee incurred was $89,306 , $81,231 and $46,671 for the years ended June 30, 2014 , 2013 and 2012 , respectively.
No capital gains incentive fee was incurred for the years ended June 30, 2014 , 2013 and 2012 .
Administration Agreement
We have also entered into an Administration Agreement with Prospect Administration LLC (“Prospect Administration”) under which Prospect
Administration, among other things, provides (or arranges for the provision of) administrative services and facilities for us. For providing these
services, we reimburse Prospect Administration for our allocable portion of overhead incurred by Prospect Administration in performing its
obligations under the Administration Agreement, including rent and our allocable portion of the costs of our Chief Financial Officer and Chief
Compliance Officer and his staff. For the years ended June 30, 2014 , 2013 and 2012 , the reimbursement was approximately $14,373 , $8,737
and $6,848 , respectively. Under this agreement, Prospect Administration furnishes us with office facilities, equipment and clerical, bookkeeping
and record keeping services at such facilities. Prospect Administration also performs, or oversees the performance of, our required administrative
services, which include, among other things, being responsible for the financial records that we are required to maintain and preparing reports to
our stockholders and reports filed with the SEC. In addition, Prospect Administration assists us in determining and publishing our net asset
value, overseeing the preparation and filing of our tax returns and the printing and dissemination of reports to our stockholders, and generally
oversees the payment of our expenses and the performance of administrative and professional services rendered to us by others. Under the
Administration Agreement, Prospect Administration also provides on our behalf managerial assistance to those portfolio companies to which we
are required to provide such assistance (see "Managerial Assistance" below). The Administration Agreement may be terminated by either party
without penalty upon 60 days’ written notice to the other party. Prospect Administration is a subsidiary of the Investment Adviser.
During the years ended June 30, 2014, 2013 and 2012, Prospect Administration received payments of $7,582, $1,394 and $1,092 directly from
our controlled portfolio companies for legal, tax and portfolio level accounting services. We were given a credit for these payments as a
reduction of the administrative services cost payable by us to Prospect Administration. Had Prospect Administration not received these
payments, Prospect Administration's charges for its administrative services would have increased by these amounts.
The Administration Agreement provides that, absent willful misfeasance, bad faith or negligence in the performance of its duties or by reason of
the reckless disregard of its duties and obligations, Prospect Administration and its officers, managers, partners, agents, employees, controlling
persons, members and any other person or entity affiliated with it are entitled to indemnification from us for any damages, liabilities, costs and
expenses (including reasonable attorneys’ fees and amounts reasonably paid in
163
settlement) arising from the rendering of Prospect Administration’s services under the Administration Agreement or otherwise as administrator
for us.
Managerial Assistance
As a BDC, we are obligated under the 1940 Act to make available to certain of our portfolio companies significant managerial assistance.
"Making available significant managerial assistance" refers to any arrangement whereby we provide significant guidance and counsel concerning
the management, operations, or business objectives and policies of a portfolio company. We are also deemed to be providing managerial
assistance to all portfolio companies that we control, either by ourselves or in conjunction with others. The nature and extent of significant
managerial assistance provided by us will vary according to the particular needs of each portfolio company. Examples of such activities include
advice on marketing, operations, fulfillment and overall strategy, capital budgeting, managing relationships with financing sources, recruiting
management personnel, evaluating acquisition and divestiture opportunities, participating in board and management meetings, consulting with
and advising officers of portfolio companies, and providing other organizational and financial guidance.
Prospect Administration, through a managerial assistance agreement executed with each portfolio company to which we provide managerial
assistance, provides such managerial assistance on our behalf. In doing so, Prospect Administration utilizes personnel of our Investment Adviser,
Prospect Capital Management. We, on behalf of Prospect Administration, invoice portfolio companies receiving and paying for managerial
assistance, and we remit to Prospect Administration its allocated cost of providing such services, including the allocated cost of Prospect Capital
Management personnel it utilizes for that purpose. Our payments to Prospect Administration are periodically reviewed by our Board of
Directors.
During the years ended June 30, 2014, 2013 and 2012, we received payments of $7,472, $5,414 and $1,849, respectively, from our portfolio
companies for managerial assistance and subsequently remitted these amounts to Prospect Administration.
Co-Investments
On February 10, 2014, we received an exemptive order from the SEC (the "Order") that gave us the ability to negotiate terms other than price
and quantity of co-investment transactions with other funds managed by the Investment Adviser or certain affiliates, including Priority Senior
Secured Income Fund, Inc. and Pathway Energy Infrastructure Fund, Inc., subject to the conditions included therein. In certain situations where
co-investment with one or more funds managed by the Investment Adviser or its affiliates is not covered by the Order, such as when there is an
opportunity to invest in different securities of the same issuer, the personnel of the Investment Adviser or its affiliates will need to decide which
fund will proceed with the investment. Such personnel will make these determinations based on policies and procedures, which are designed to
reasonably ensure that investment opportunities are allocated fairly and equitably among affiliated funds over time and in a manner that is
consistent with applicable laws, rules and regulations. Moreover, except in certain circumstances, when relying on the Order, we will be unable
to invest in any issuer in which one or more funds managed by the Investment Adviser or its affiliates has previously invested.
As of June 30, 2014, we had co-investments in the following: Cent CLO 21 Limited, Galaxy XVII CLO, Ltd., Halcyon Loan Advisors Funding
2014-2 Ltd., Symphony CLO XIV Ltd., Voya CLO 2014-1, Ltd. (f/k/a ING IM CLO 2014-1, Ltd.), and Washington Mill CLO Ltd.
Note 14. Transactions with Controlled Companies
The descriptions below detail the transactions which Prospect Capital Corporation (“Prospect”) has entered into with each of our controlled
companies.
AMU Holdings Inc.
Prospect owns 100% of the equity of AMU Holdings Inc. (“AMU”). AMU owns 98% of Airmall Inc. (“Airmall”). Airmall is a developer and
manager of airport retail operations.
On July 30, 2010, Prospect made a $22,420 investment in AMU, of which $12,500 was a senior subordinated note and $9,920 was used to
purchase 100% of the preferred and common equity of AMU. AMU used its combined debt and equity proceeds of $22,420 to purchase 100% of
Airmall’s common stock for $18,000, to pay $1,573 of structuring fees from AMU to Prospect (which was recognized by Prospect as structuring
fee income), $836 of third party expenses, $11 of legal services provided by attorneys at Prospect Administration, and $2,000 of withholding
tax. Prospect then purchased for $30,000 two loans of Airmall payable to unrealized third parties, one for $10,000 and the other
$20,000. Prospect and Airmall subsequently refinanced the two loans into a single $30,000 loan from Airmall to Prospect.
164
On October 1, 2013, Prospect made an additional $2,600 investment in the senior subordinated note, of which $575 was utilized by AMU to pay
interest due to Prospect and $2,025 was retained by AMU for working capital. On December 4, 2013, Prospect sold 2% of the outstanding
principal balance of the senior secured term loan to Airmall and 2% of the outstanding principal balance of the senior subordinated note to AMU
for $972. On November 25, 2013, Prospect funded an additional $5,000 to the senior subordinated note, which was utilized by AMU to pay a
$5,000 of dividend to Prospect.
On June 13, 2014, Prospect made a new $19,993 investment as a senior secured loan to Airmall. Airmall then distributed this amount to AMU as
a return of capital, which AMU used to pay down the senior subordinated loan in the same amount. The minority interest held by a third party in
AMU was exchanged for common stock of Airmall.
The following dividends were declared and paid from Airmall to AMU and recorded as dividend income by AMU:
July 1, 2011 to June 30, 2012
July 1, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
—
—
7,000
The following dividends were declared and paid from AMU to Prospect and recorded as dividend income by Prospect:
July 1, 2011 to June 30, 2012
July 1, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
—
—
12,000
All dividends were paid from earnings and profits of Airmall and AMU.
The following cash payments from Airmall to Prospect were recorded as a repayment of loan receivable from Airmall:
July 1, 2011 to June 30, 2012
July 1, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
650
550
644
The following interest payments were accrued and subsequently paid to Prospect from Airmall for interest due and recognized by Prospect as
interest income:
July 1, 2011 to June 30, 2012
July 1, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
3,617
3,536
3,420
At June 30, 2013, $2 of interest recognized above had not yet been paid by Airmall to Prospect and was included by Prospect within interest
receivable.
The following interest payments were paid from AMU to Prospect and recognized by Prospect as interest income:
July 1, 2011 to June 30, 2012
July 1, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
2,282
2,286
3,159
The following payment-in-kind interest was capitalized in the senior secured note to AMU and recognized as interest income by Prospect:
July 1, 2011 to June 30, 2012
July 1, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
—
—
295
165
The following managerial assistance payments were paid from AMU to Prospect and subsequently remitted to Prospect Administration (no
income was recognized by Prospect):
July 1, 2011 to June 30, 2012
July 1, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
375
225
300
At June 30, 2013 and 2014, $45 and $45 of managerial assistance recognized above had not yet been paid by Airmall to Prospect and was
included by Prospect within other receivables due from Airmall and other liabilities due to Prospect Administration, respectively.
The following payments were paid from AMU to Prospect Administration as reimbursement for legal, tax and portfolio level accounting services
provided directly to AMU (no direct income was recognized by Prospect, but Prospect was given credit for these payments as a reduction of the
administrative services costs payable by Prospect to Prospect Administration):
July 1, 2011 to June 30, 2012
July 1, 2011 to June 30, 2012
July 1, 2013 to June 30, 2014
$
—
8
—
At June 30, 2013 and 2014, Prospect had a $5 and $11 payable to AMU for reimbursement in excess of expenses which was subsequently
utilized to pay other expenses by Prospect on behalf of AMU, respectively.
APH Property Holdings, LLC
Prospect owns 100% of the equity of APH Property Holdings, LLC (“APH”). APH owns 100% of the common equity of American Property
Holdings Corp. (“APRC”). APRC is a Maryland corporation and a qualified REIT for federal income tax purposes. In order to qualify as a
REIT, APRC issued 125 shares of Series A Cumulative Non-Voting Preferred Stock to 125 accredited investors. The preferred stockholders are
entitled to receive cumulative dividends semi-annually at an annual rate of 12.5% and do not have the ability to participate in the management or
operation of APRC.
APRC was formed to acquire, operate, finance, lease, manage, and sell a portfolio of real estate assets and engage in any and all other activities
as may be necessary, incidental or convenient to carry out the foregoing. APRC acquires real estate assets, including, but not limited to,
industrial, commercial, and multi-family properties.
On October 24, 2012, Prospect initially made a $7,808 investment in APH, of which $6,000 was a Senior Term Loan and $1,808 was used to
purchase the membership interests of APH. The proceeds were utilized by APH to purchase APRC common equity for $7,806, with $2 retained
by APH for working capital. The proceeds were utilized by APRC to purchase a 100% ownership interest in 146 Forest Parkway, LLC for
$7,326, with $480 retained by APRC for working capital. 146 Forest Parkway, LLC was purchased by APRC for $7,400. The remaining
proceeds were used to pay $222 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income), $178 of third party
expenses and $5 of legal services provided by attorneys at Prospect Administration. The investment was subsequently contributed to NPRC.
On December 28, 2012, Prospect made a $9,593 investment in APH, of which $6,400 was a Senior Term Loan and $3,193 was used to purchase
additional membership interests of APH. The proceeds were utilized by APH to purchase additional APRC common equity for $9,594, with $1
retained by APH for working capital. The proceeds were utilized by APRC to purchase a 92.7% ownership interest in 1557 Terrell Mill Road,
LLC for $9,548, with $46 retained by APRC for other expenses. 1557 Terrell Mill Road, LLC was purchased by APRC for $23,500 which
included debt financing and minority interest of $15,275 and $757, respectively. The remaining proceeds were used to pay $286 of structuring
fees to Prospect (which was recognized by Prospect as structuring fee income) and $1,652 of third party expenses, with $142 retained by APRC
for working capital.
On January 17, 2013, Prospect made a $30,348 investment in APH, of which $27,600 was a Senior Term Loan and $2,748 was used to purchase
additional membership interests of APH. The proceeds were utilized by APH to purchase additional APRC common equity for $29,348, with
$1,000 retained by APH for working capital. The proceeds were utilized by APRC to purchase a 97.7% ownership interest in 5100 Live Oaks
Blvd, LLC for $29,348. 5100 Live Oaks Blvd, LLC was purchased by APRC for $63,400 which included debt financing and minority interest of
$39,600 and $686, respectively. The remaining proceeds were used to pay $880 of structuring fees to Prospect (which was recognized by
Prospect as structuring fee income), $4,265 of third party expenses, $14 of legal services provided by attorneys at Prospect Administration, and
$1,030 of pre-paid assets, with $45 retained by APRC for working capital.
166
On April 30, 2013, Prospect made a $10,383 investment in APH, of which $9,000 was a Senior Term Loan and $1,383 was used to purchase
additional membership interests of APH. The proceeds were utilized by APH to purchase additional APRC common equity for $10,233, with
$150 retained by APH for working capital. The proceeds were utilized by APRC to purchase a 93.2% ownership interest in Lofton Place, LLC
for $10,233. Lofton Place, LLC was purchased by APRC for $26,000 which included debt financing and minority interest of $16,965 and $745,
respectively. The remaining proceeds were used to pay $306 of structuring fees to Prospect (which was recognized by Prospect as structuring fee
income), $1,223 of third party expenses, $5 of legal services provided by attorneys at Prospect Administration, and $364 of pre-paid assets, with
$45 retained by APRC for working capital.
On April 30, 2013, Prospect made a $10,863 investment in APH, of which $9,000 was a Senior Term Loan and $1,863 was used to purchase
additional membership interests of APH. The proceeds were utilized by APH to purchase additional APRC common equity for $10,708, with
$155 retained by APH for working capital. The proceeds were utilized by APRC to purchase a 93.2% ownership interest in Vista Palma Sola,
LLC for $10,708. Vista Palma Sola, LLC was purchased by APRC for $27,000 which included debt financing and minority interest of $17,550
and $785, respectively. The remaining proceeds were used to pay $321 of structuring fees to Prospect (which was recognized by Prospect as
structuring fee income), $1,272 of third party expenses, $4 of legal services provided by attorneys at Prospect Administration, and $401 of pre-
paid assets with $45 retained by APRC for working capital.
On May 8, 2013, Prospect made a $6,118 investment in APH, of which $4,000 was a Senior Term Loan and $2,118 was used to purchase
additional membership interests of APH. The proceeds were utilized by APH to purchase additional APRC common equity for $6,028, with $90
retained by APH for working capital. The proceeds were utilized by APRC to purchase a 93.3% ownership interest in Arlington Park Marietta,
LLC for $6,028. Arlington Park Marietta, LLC was purchased by APRC for $14,850 which included debt financing and minority interest of
$9,650 and $437, respectively. The remaining proceeds were used to pay $181 of structuring fees to Prospect (which was recognized by Prospect
as structuring fee income), $911 of third party expenses and $128 of pre-paid assets with $45 retained by APRC for working capital.
On June 24, 2013, Prospect made a $76,533 investment in APH, of which $63,000 was a Senior Term Loan and $13,533 was used to purchase
additional membership interests of APH. The proceeds were utilized by APH to purchase additional APRC common equity for $75,233, with
$1,300 retained by APH for working capital. The proceeds were utilized by APRC to purchase a 95.0% ownership interest in APH Carroll
Resort, LLC for $74,398 and $835 was used to pay structuring fees (which was recognized by Prospect as structuring fee income). APH Carroll
Resort, LLC was purchased by APRC for $225,000 which included debt financing and minority interest of $157,500 and $3,916, respectively.
The remaining proceeds were used to pay $1,436 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income),
$7,687 of third party expenses, $8 of legal services provided by attorneys at Prospect Administration and $1,683 of pre-paid assets.
Between October 29, 2013 and December 4, 2013, Prospect made an $11,000 investment in APH, of which $9,350 was a Senior Term Loan and
$1,650 was used to purchase additional membership interests of APH. The proceeds were utilized by APH to purchase consumer loans from a
third party. The investment was subsequently contributed to NPRC.
On November 1, 2013, Prospect made a $9,869 investment in APH, of which $8,200 was a Senior Term Loan and $1,669 was used to purchase
additional membership interests of APH. The proceeds were utilized by APH to purchase additional APRC common equity for $9,869. The
proceeds were utilized by APRC to purchase a 94.0% ownership interest in APH Carroll 41, LLC for $9,548 and to pay $102 of structuring fees
to Prospect (which was recognized by Prospect as structuring fee income), with $219 retained by APRC for working capital. APH Carroll 41,
LLC was purchased by APRC for $30,600 which included debt financing and minority interest of $22,497 and $609, respectively. The
remaining proceeds were used to pay structuring fees of $190 to Prospect (which was recognized by Prospect as structuring fee income), $1,589
of third party expenses, $5 of legal services provided by attorneys at Prospect Administration, and $270 of pre-paid assets. The investment was
subsequently contributed to NPRC.
On November 15, 2013, Prospect made a $45,900 investment in APH, of which $38,500 was a Senior Term Loan and $7,400 was used to
purchase additional membership interests of APH. The proceeds were utilized by APH to purchase additional APRC common equity for
$45,900. The proceeds were utilized by APRC to purchase a 99.3% ownership interest in APH Gulf Coast Holdings, LLC for $45,024 and to pay
$364 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income), with $511 retained by APRC for working
capital. APH Gulf Coast Holdings, LLC was purchased by APRC for $115,200 which included debt financing and minority interest of $75,558
and $337, respectively. The remaining proceeds were used to pay $1,013 of structuring fees to Prospect (which was recognized by Prospect as
structuring fee income), $2,590 of third party expenses, $23 of legal services provided by attorneys at Prospect Administration, and $2,023 of
pre-paid assets, with $70 retained by APRC for working capital.
On November 19, 2013, Prospect made a $66,188 investment in APH, of which $55,000 was a Senior Term Loan and $11,188 was used to
purchase additional membership interests of APH. The proceeds were utilized by APH to purchase additional APRC
167
common equity for $66,188. The proceeds were utilized by APRC to purchase a 90.0% ownership interest in NPH McDowell, LLC for $64,392
and to pay $695 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income), with $1,101 retained by APRC for
working capital. NPH McDowell, LLC was purchased by APRC for $238,605 which included debt financing and minority interest of $180,226
and $7,155, respectively. The remaining proceeds were used to pay $1,290 of structuring fees to Prospect (which was recognized by Prospect as
structuring fee income), $9,205 of third party expenses, $23 of legal services provided by attorneys at Prospect Administration, and $1,160 of
pre-paid assets, with $1,490 retained by APRC for working capital. The investment was subsequently contributed to NPRC.
On December 12, 2013, Prospect made a $22,507 investment in APH, of which $18,800 was a Senior Term Loan and $3,707 was used to
purchase additional membership interests of APH. The proceeds were utilized by APH to purchase additional APRC common equity for
$22,507. The proceeds were utilized by APRC to purchase a 92.6% ownership interest in South Atlanta Portfolio Holding Company, LLC for
$21,874 and to pay $238 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income), with $395 retained by
APRC for working capital. South Atlanta Portfolio Holding Company, LLC was purchased by APRC for $87,250 which included debt financing
and minority interest of $67,493 and $1,756, respectively. The remaining proceeds were used to pay $437 of structuring fees to Prospect (which
was recognized by Prospect as structuring fee income), $2,920 of third party expenses, and $116 of pre-paid assets, with $400 retained by APRC
for working capital. The investment was subsequently contributed to UPH.
On December 31, 2013, APRC distributed its majority interests in five joint ventures (“JVs”) holding real estate assets to APH. APH then
distributed these JV interests to Prospect in a transaction characterized as a return of capital. Prospect, on the same day, contributed certain of
these JV interests to NPH Property Holdings, LLC and the remainder to UPH Property Holdings, LLC (each wholly-owned subsidiaries of
Prospect). Each of NPH and UPH immediately thereafter contributed these JV interests to NPRC and UPRC, respectively. The total investments
in the JVs transferred consisted of $98,164 and $20,022 of debt and equity financing, respectively. There was no material gain or loss realized on
these transactions.
On January 17, 2014, Prospect made a $6,565 investment in APH, of which $5,500 was a Senior Term Loan and $1,064 was used to purchase
additional membership interests of APH. The proceeds were utilized by APH to purchase additional APRC common equity for $6,565. The
proceeds were utilized by APRC to purchase a 99.3% ownership interest in APH Gulf Coast Holdings, LLC for $6,336 and to pay $216 of
structuring fees to Prospect (which was recognized by Prospect as structuring fee income), with $13 retained by APRC for working capital and
other expenses. APH Gulf Coast Holdings, LLC was purchased by APRC for $15,430 which included debt financing and minority interest of
$10,167 and $48, respectively. The remaining proceeds were used to pay $143 of structuring fees to Prospect (which was recognized by Prospect
as structuring fee income), $627 of third party expenses, $4 of legal services provided by attorneys at Prospect Administration, and $312 of pre-
paid assets, with $35 retained by APRC for working capital.
Effective as of April 1, 2014, Prospect made a new $167,162 senior term loan to APRC. APRC then distributed this amount to APH as a return
of capital which was used to pay down the Senior Term Loan from APH by the same amount. Effective April 1, 2014, American Property
Holdings Corp. was renamed American Property REIT Corp. (continues as “APRC”). APH continues to own 100% of the common equity of
APRC at June 30, 2014.
On June 4, 2014, Prospect made a $1,719 investment in APH to purchase additional membership interests of APH. The proceeds were utilized
by APH to purchase additional APRC common equity for $1,719. The proceeds were utilized by APRC to acquire the real property located at
975 South Cornwell, Yukon, OK (“Taco Bell, OK”) for $1,719.
The following cash distributions were declared and paid from APRC to APH and recorded as a return of capital by APH:
October 24, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
1,676
175,972
The following interest income was accrued and subsequently paid from APH to Prospect and recognized by Prospect as interest income:
October 24, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
2,006
9,844
At June 30, 2013 and June 30, 2014, $121 and $53 of interest recognized above had not yet been paid by APH to Prospect and was included by
Prospect within interest receivable, respectively.
At June 30, 2013 and June 30, 2014, $892 and $4,084 of interest from APH was capitalized payment-in-kind interest and was included by
Prospect in the investment cost basis, respectively.
168
The following interest income was accrued and subsequently paid from APRC to Prospect and recognized by Prospect as interest income:
October 24, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
—
4,279
At June 30, 2014, $53 of interest recognized above had not yet been paid by APRC to Prospect and was included by Prospect within interest
receivable.
At June 30, 2014, $581 of interest from APRC was capitalized payment-in-kind interest and was included by Prospect in the investment cost
basis.
The following royalty payments were paid from APH to Prospect and recognized by Prospect as other income:
October 24, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
78
999
The following royalty payments were paid from APRC to Prospect and recognized by Prospect as other income:
October 24, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
—
419
The following managerial assistance payments were paid from APRC to Prospect and subsequently remitted to Prospect Administration (no
income was recognized by Prospect):
October 24, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
148
784
The following amounts were due from Prospect to Prospect Administration for managerial assistance payments (no direct income was
recognized by Prospect):
June 30, 2013
June 30, 2014
$
76
148
The following amounts were due from APH to Prospect for reimbursement of expenses paid by Prospect on behalf of APH and included by
Prospect within other receivables on the respective Consolidated Statement of Assets and Liabilities:
June 30, 2013
June 30, 2014
$
13
202
The following amounts were due to APH from Prospect for reimbursement of expenses paid by APH on behalf of Prospect and included by
Prospect within other liabilities on the respective Consolidated Statement of Assets and Liabilities:
June 30, 2013
June 30, 2014
$
—
148
Arctic Oilfield Equipment USA, Inc.
Prospect owns 100% of the equity of Arctic Oilfield Equipment USA, Inc. (“Arctic Equipment”). Arctic Equipment owns 70% of the equity of
Arctic Energy Services, LLC (“Arctic Energy”), with Ailport Holdings, LLC (“Ailport”) (100% owned and controlled by Arctic Energy
management) owning the remaining 30% of the equity of Arctic Energy. Arctic Energy provides oilfield service personnel, well testing flowback
equipment, frac support systems and other services to exploration and development companies in the Rocky Mountains.
On May 5, 2014, Prospect initially purchased 100% of the common shares of Arctic Equipment for $9,006. Proceeds were utilized by Arctic
Equipment to purchase 70% of Arctic Energy as described in the following paragraph.
On May 5, 2014, Prospect made an additional $51,870 investment (including in exchange for 1,102,313 common shares of Prospect at fair value
of $11,916) in Arctic Energy in exchange for a $31,640 senior secured loan and a $20,230 subordinated loan. Total
169
proceeds received by Arctic Energy of $60,876 were used to purchase 70% of the equity interests in Arctic Energy from Ailport for $47,516, pay
$875 of third-party expenses, $1,713 of structuring fees to Prospect (which was recognized as structuring fee income), $445 of legal services
provided by attorneys at Prospect Administration and $10,327 was retained as working capital.
The following interest income was accrued and subsequently paid from Arctic Energy to Prospect for interest due and recognized by Prospect as
interest income:
May 5, 2014 to June 30, 2014
$
1,050
At June 30, 2014, $18 of interest recognized above had not yet been paid by Arctic Energy to Prospect and was included by Prospect within
interest receivable.
The following managerial assistance payments were paid from Arctic Energy to Prospect and subsequently remitted to Prospect Administration
(no income was recognized by Prospect):
May 5, 2014 to June 30, 2014
$
15
The following amounts were due from Arctic Energy to Prospect for reimbursement of expenses paid by Prospect on behalf of Arctic Energy
and included by Prospect within other receivables on the respective Consolidated Statement of Assets and Liabilities (no income was recognized
by Prospect).
ARRM Services, Inc.
June 30, 2014
$
6
Prospect owns 79.53% of the fully-diluted common, 85.76% of the Series A Preferred and 100.00% of the Series B Preferred equity of ARRM
Holdings, Inc. (“ARRM”). ARRM owns 100% of the equity of Ajax Rolled Ring & Machine, LLC (“Ajax LLC”). Ajax forges large seamless
steel rings on two forging mills in the company’s York, South Carolina facility. The rings are used in a range of industrial applications, including
in construction equipment and power turbines. Ajax also provides machining and other ancillary services.
As of July 1, 2011, the cost basis of Prospect’s total debt and equity investment in Ajax, Inc., including capitalized payment-in-kind interest of
$3,535, was $41,699, consisting of $20,607 for senior secured term loans, $15,035 for subordinated secured term debt and $6,057 for common
equity. The equity of Ajax Inc. was exchanged for equity in ARRM on October 4, 2011, and Ajax Inc. was converted to a limited liability
company and became Ajax LLC. On December 28, 2012, Prospect funded $3,600 of unsecured debt to ARRM.
On April 1, 2013, Prospect refinanced the existing $19,837 and $18,635 senior loans to Ajax LLC and ARRM, respectively, increasing the total
size of the debt investment to $38,537. Concurrent with the refinancing, Prospect received repayment of the $18,635 loans that Prospect
previously outstanding. On October 11, 2013, Prospect provided $25,000 in preferred equity for the recapitalization of ARRM. After the
financing, Prospect received repayment of the $20,009 subordinated unsecured loan previously outstanding.
On June 12, 2014, ARRM was renamed to ARRM Services, Inc.
The following cash payments from Ajax Inc. to Prospect were recorded as a repayment of loan receivable by Prospect:
July 1, 2011 to June 30, 2012
July 1, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
440
357
400
The following interest income was accrued and subsequently paid from ARRM to Prospect for interest due and recognized by Prospect as
interest income:
July 1, 2011 to June 30, 2012
July 1, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
2,003
3,052
929
At June 30, 2013, $29 of interest recognized above had not yet been paid by ARRM to Prospect and was included by Prospect within interest
receivable.
170
The following interest income was accrued and subsequently paid from Ajax LLC to Prospect for interest due and recognized by Prospect as
interest income:
July 1, 2011 to June 30, 2012
July 1, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
2,847
2,124
1,873
At June 30, 2013 and June 30, 2014, $20 and $6 of interest recognized above had not yet been paid by Ajax LLC to Prospect and was included
by Prospect within interest receivable, respectively.
The following payment-in-kind interest was capitalized in the senior secured note to Ajax LLC and recorded as interest income by Prospect:
December 13, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
—
309
As of June 30, 2014, due to a pending sale transaction, we reversed $3,844 of previously recognized payment-in-kind interest of which we do
not expect to receive.
The following managerial assistance payments were paid from Ajax LLC to Prospect and subsequently remitted to Prospect Administration (no
income was recognized by Prospect):
July 1, 2011 to June 30, 2012
July 1, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
315
90
80
The following payments were paid from ARRM to Prospect Administration as reimbursement for legal, tax and portfolio level accounting
services provided directly to ARRM no direct income was recognized by Prospect, but Prospect was given credit for these payments as a
reduction of the administrative services costs payable by Prospect to Prospect Administration):
July 1, 2011 to June 30, 2012
July 1, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
—
49
14
BXC Company, Inc.
Prospect owns 86.7% of Series A Preferred Stock, 96.8% of Series B Preferred Stock, and 83.1% of fully diluted common stock of BXC
Company, Inc. (“BXC”). BXC owns 100% of the common stock of Boxercraft Incorporated (“Boxercraft”).
As of July 1, 2011, the cost basis of Prospect’s total debt and equity investment in Boxercraft, including capitalized payment-in-kind interest of
$763, was $12,931. On September 28, 2012 and April 18, 2014, Prospect issued additional debt to BXC in the amount of $2,293 and $300,
respectively. From inception to date, Prospect received a total of $4,684 in repayments of the combined debt and capitalized a total of $1,674 of
paid-in-kind interest.
Effective as of March 28, 2014, Prospect acquired voting control of BXC pursuant to a voting agreement and irrevocable proxy. Effective May
8, 2014, Prospect acquired control of BXC by transferring shares held by the other equity holders of BXC to Prospect pursuant to an assignment
agreement entered into with such other equity holders.
There was no income recognized by Prospect from the time BXC became a controlled company through June 30, 2014 due to the non-accrual
status.
CCPI Holdings Inc.
Prospect owns 100% of the equity of CCPI Holdings Inc. (“CCPI Holdings”). CCPI Holdings owns 94.98% of the equity of CCPI Inc. (“CCPI”),
with CCPI management owning the remaining 5.02% of the equity. CCPI owns 100% of each of CCPI Europe Ltd., and MEFEC B.V., and 45%
of Gulf Temperature Sensors W.L.L.
On December 13, 2012, Prospect initially made a $15,921 investment (including 467,928 common shares of Prospect at fair value of $5,021) in
CCPI Holdings, $7,500 senior secured note and $8,443 equity interest. The proceeds received by CCPI Holdings
171
were partially utilized to purchase 95.13% of CCPI common stock for $14,878. The remaining proceeds were used to pay $395 of structuring
fees from CCPI Holdings to Prospect (which were recognized by Prospect as structuring fee income), $215 for legal services provided by
attorneys at Prospect Administration, $137 for third party expenses and $318 was retained by CCPI Holdings for working capital.
On December 13, 2012, Prospect made an additional investment of $18,000 in CCPI senior secured debt. The proceeds of the Prospect loan
along with $14,878 of equity financing from CCPI Holdings, Inc. (mentioned above) were used to purchase 95.13% of CCPI equity from the
sellers for $31,829, provide $120 of debt financing to CCPI management (to partially fund a purchase by management of CCPI stock), fund
$180 of structuring fees from CCPI to Prospect (which were recognized by Prospect as structuring fee income), pay $548 of third-party
expenses, reimburse $12 for reimbursement of expenses paid by Prospect on behalf of CCPI (no income was recognized by Prospect) and $189
was retained by CCPI as working capital.
On June 13, 2014, Prospect made a new $8,218 senior secured note to CCPI. CCPI then distributed this amount to CCPI Holdings as a return of
capital which was used to pay down the $8,216 senior secured note from CCPI Holdings to Prospect. The remaininga $2 was distributed to
Prospect as a return of capital of Prospect's equity investment in CCPI Holdings. CCPI continues to own 94.98% of the common stock of CCPI
Holdings at June 30, 2014.
The following dividends were declared and paid from CCPI to CCPI Holdings and recorded as dividend income by CCPI Holdings:
December 13, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
—
500
The following cash distributions were declared and paid from CCPI to CCPI Holdings and recorded as a return of capital by CCPI Holdings:
December 13, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
795
1,265
The following dividends were paid from CCPI Holdings to Prospect and recognized by Prospect as dividend income:
December 13, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
—
500
All amounts recorded as dividends were paid from earnings and profits of the company paying the dividend.
The following interest income was accrued and subsequently paid from CCPI Holdings to Prospect for interest due and recognized by Prospect
as interest income:
December 13, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
642
906
At June 30, 2013 and June 30, 2014, $135 and $4 of interest recognized above had not yet been paid by CCPI Holdings to Prospect and was
included by Prospect within interest receivable, respectively.
The following payment-in-kind interest was capitalized in the senior secured note to CCPI Holdings and recorded as interest income by
Prospect:
December 13, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
159
557
The following interest income was accrued and subsequently paid from CCPI to Prospect for interest due and recognized by Prospect as interest
income:
December 13, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
991
1,822
172
The following payment-in-kind interest was capitalized in the senior secured note to CCPI and recorded as interest income by Prospect:
The following royalty payments were paid from CCPI Holdings to Prospect and recognized by Prospect as other income:
July 1, 2013 to June 30, 2014
$
27
December 13, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
32
71
The following cash payments from CCPI to Prospect were recorded as repayments of loans receivable by Prospect:
December 13, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
225
562
The following managerial assistance payments were paid from CCPI to Prospect and subsequently remitted to Prospect Administration (no
income was recognized by Prospect):
December 13, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
132
240
At June 30, 2013 and June 30, 2014, $60 and $60 of managerial assistance had been received by Prospect from CCPI Holdings and had not yet
been paid to Prospect Administration, respectively. These amounts were included by Prospect in Due to Prospect Administration on the
respective Consolidated Statement of Assets and Liabilities (no income was recognized by Prospect).
The following payments were paid from CCPI Holdings to Prospect Administration as reimbursement for legal, tax and portfolio level
accounting services provided directly to CCPI Holdings (no direct income was recognized by Prospect, but Prospect was given credit for these
payments as a reduction of the administrative services costs payable to Prospect Administration resulting in a reduction of the overhead
allocation from Prospect Administration):
December 13, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
215
249
The following amounts were due from CCPI Holdings to Prospect for reimbursement of expenses and included by Prospect within other
receivables on the respective Consolidated Statement of Assets and Liabilities (no income was recognized by Prospect):
June 30, 2013
June 30, 2014
$
—
10
At June 30, 2013, Prospect had a $119 payable to CCPI Holdings for reimbursement in excess of expenses which was subsequently utilized to
pay other expenses by Prospect on behalf of CCPI Holdings.
CP Holdings of Delaware LLC
Prospect owns 100% of the equity of CP Holdings of Delaware LLC. (“CP Holdings”). CP Holdings owns 82.9% of the equity of CP Energy
Services Inc. (“CP Energy”), and the remaining 17.1% of the equity is owned by CP Energy management. CP Energy owns directly or indirectly
100% of each of CP Well Testing Services, LLC (“CP Well Testing”), CP Well Testing, LLC (“CP Well”), Fluid Management Services, Inc.,
Fluid Management Services LLC, Wright Transport, Inc., Wright Foster Disposals, LLC, Foster Testing Co, Inc., ProHaul Transports, LLC,
Artexoma Logistics, LLC, Wright Trucking, Inc. CP Energy provides oilfield flowback services and fluid hauling and disposal services through
its subsidiaries.
On October 3, 2012, Prospect initially made a $21,500 senior secured debt investment in CP Well. As part of the transaction, Prospect received
$430 of structuring fees from CP Well (which was recognized by Prospect as structuring fee income) and $7 was paid by CP Well to Prospect
Administration for legal services provided by attorneys at Prospect Administration.
On August 2, 2013, Prospect invested $94,014 (including 1,918,342 unregistered shares of Prospect common stock at a fair value of $21,006) to
support the recapitalization of CP Energy where Prospect acquired a controlling interest in CP Energy.
173
On August 2, 2013, Prospect invested $12,741 into CP Holdings to purchase 100% of the common stock in CP Holdings. The proceeds were
used by CP Holdings to purchase 82.9% of the common stock in CP Energy for $12,135 and pay $606 of legal services provided by attorneys at
Prospect Administration.
On August 2, 2013, Prospect made a senior secured debt investment of $22,500 in CP Well Testing. Proceeds were used by CP Well Testing to
partially fund the recapitalization of CP Energy and pay $450 of structuring fees from CP Well Testing to Prospect (which was recognized by
Prospect as structuring fee income).
On August 2, 2013, Prospect made an additional senior secured debt investment of $58,773 in CP Energy. CP Energy also received $2,505
management co-investment in exchange for 17.1% of CP Energy common stock. Total proceeds received at CP Well Testing and CP Energy of
$95,913 (including the $12,135 of equity financing from CP Holdings mentioned above) were used to purchase 100% of the equity interests in
CP Well Testing Holding Company, LLC and Fluid Management Holdings, Inc. (subsequently renamed CP Well Testing and Fluid Management
Services, LLC) for a combined $70,423, to repay the principal, interest and fees of $19,803 on the loan previously outstanding from Prospect to
CP Well, pay $1,414 of structuring fees from CP Energy to Prospect (which was recognized by Prospect as structuring fee income), $823 of
third-party expenses and $3,000 was retained by CP Energy as working capital.
On October 11, 2013, Prospect made a $746 follow-on investment in CP Holdings to fund equity into CP Energy and made an additional senior
secured loan to CP Energy of $5,100. Management invested an additional $154 of equity in CP Energy, and the percentage ownership of CP
Energy did not change. Total proceeds of $6,000 were used to purchase flowback equipment and expand the CP Well operations in West Texas.
On December 26, 2013, Prospect made an additional $1,741 follow-on investment in CP Holdings to fund equity into CP Energy and made an
additional senior secured loan to CP Energy of $11,900. Management invested an additional $359 of equity in CP Energy, and the percentage
ownership of CP Energy did not change. Total proceeds of $14,000 were used to purchase additional equipment.
On April 1, 2014, Prospect made new loans to CP Well, ProHaul Transports, LLC Wright Trucking, Inc. and Foster Testing Co, Inc. as co-
borrowers, two first lien loans in the amount of $11,035 and $72,238 and a second lien loan in the amount of $15,000. The proceeds of these
loans were used to repay CP Well Testing’s senior secured term loan and CP Energy’s senior secured term loan from Prospect. CP Holdings
continues to own 82.9% of the equity of CP Energy at June 30, 2014.
The following interest income was accrued and subsequently paid from CP Energy to Prospect and recognized by Prospect as interest income:
August 2, 2013 to June 30, 2014
$
8,083
The following interest income was accrued and subsequently paid from CP Well Testing to Prospect and recognized by Prospect as interest
income:
The following interest income was accrued and subsequently paid from CP Well to Prospect and recognized by Prospect as interest income:
August 2, 2013 to June 30, 2014
$
1,657
April 1, 2014 to June 30, 2014
$
4,118
At June 30, 2014, $45 of interest recognized above had not yet been paid by CP Well to Prospect and was included by Prospect within interest
receivable.
The following managerial assistance payments were paid from CP Energy to Prospect and subsequently remitted to Prospect Administration (no
income was recognized by Prospect):
July 1, 2013 to June 30, 2014
$
275
The following amounts were due from Prospect to Prospect Administration for managerial assistance for CP Well for which Prospect received
payment on behalf of Prospect Administration (no direct income was recognized by Prospect):
June 30, 2014
$
75
174
The following payments were paid from CP Holdings to Prospect Administration as reimbursement for legal, tax and portfolio level accounting
services provided directly to CP Holdings (no direct income was recognized by Prospect, but Prospect was given credit for these payments as a
reduction of the administrative services costs payable to Prospect Administration resulting in a reduction of the overhead allocation from
Prospect Administration):
Credit Central Loan Company, LLC
July 1, 2013 to June 30, 2014
$
609
Prospect owns 100% of the equity of Credit Central Holdings of Delaware, LLC (“Credit Central Delaware”). Credit Central Delaware owns
74.75% of the equity of Credit Central Holdings, LLC (“Credit Central”), with entities owned by Credit Central management owning the
remaining 25.25% of the equity. Credit Central owns 100% of each of Credit Central, LLC, Credit Central South, LLC, Credit Central of Texas,
LLC, and Credit Central of Tennessee, LLC. Credit Central is a branch-based provider of installment loans.
On December 28, 2012, Prospect initially made a $47,663 investment (including the fair value of 897,906 common shares of Prospect for $9,581
on that date, which were included in the purchase cost paid to acquire Credit Central) in Credit Central Delaware, of which $38,082 was a Senior
Secured Revolving Credit Facility and $9,581 to purchase the membership interests of Credit Central Delaware. The proceeds were partially
utilized to purchase 74.75% of Credit Central’s membership interests for $43,293. The remaining proceeds were used to pay $1,440 of
structuring fees from Credit Central Delaware to Prospect (which was recognized by Prospect as structuring fee income), $638 for third party
expenses, $292 for legal services provided by attorneys at Prospect Administration and $2,000 was retained by Credit Central Delaware for
working capital. On March 28, 2014, Prospect funded an additional $2,500 ($2,125 to the Senior Secured Revolving Credit Facility and $375 to
purchase additional membership interests of Credit Central Delaware) which was utilized by Credit Central Delaware to pay a $2,000 dividend
to Prospect and $500 was retained by Credit Central Delaware for working capital.
On June 26, 2014, Prospect made a new $36,333 second lien term loan to Credit Central. Credit Central then distributed this amount to Credit
Central Delaware as a return of capital which was used to pay down the Senior Secured Revolving Credit Facility from Credit Central Delaware
by the same amount. The remaining amount of the Senior Secured Revolving Credit Facility, $3,874, was then converted to additional
membership interests in Credit Central Delaware. Effective June 26, 2014, Credit Central Holdings, LLC was renamed Credit Central Loan
Company, LLC (continues as “Credit Central”). Credit Central Delaware continues to own 74.75% of the equity of Credit Central at June 30,
2014.
The following dividends were declared and paid from Credit Central to Credit Central Delaware and recorded as dividend income by Credit
Central Delaware:
December 28, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
4,796
10,431
The following cash distributions were declared and paid from Credit Central to Credit Central Delaware and recorded as a return of capital by
Credit Central Delaware:
The following interest payments were paid from Credit Central Delaware to Prospect and recognized by Prospect as interest income:
July 1, 2013 to June 30, 2014
$
36,333
December 28, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
3,893
7,845
The following royalty payments were paid from Credit Central Delaware to Prospect and recognized by Prospect as other income:
December 28, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
240
521
The following dividends were paid from Credit Central Delaware to Prospect and recognized by Prospect as dividend income:
All dividends were paid from earnings and profits of the company paying the dividend.
July 1, 2013 to June 30, 2014
$
4,841
175
The following managerial assistance payments were paid from Credit Central to Prospect and subsequently remitted to Prospect Administration
(no income was recognized by Prospect):
December 28, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
350
700
The following payments were paid from Credit Central Delaware to Prospect Administration as reimbursement for legal, tax and portfolio level
accounting services provided directly to Credit Central Delaware (no direct income was recognized by Prospect, but Prospect was given credit
for these payments as a reduction of the expenses of Prospect Administration resulting in a reduction of the overhead allocation from Prospect
Administration):
December 28, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
292
131
The following amounts were due from Credit Central Delaware to Prospect for interest and included by Prospect within other receivables on the
respective Consolidated Statement of Assets and Liabilities:
June 30, 2013
June 30, 2014
$
—
20
The following amounts were due from Credit Central Delaware to Prospect for reimbursement of expenses and included by Prospect within
other receivables on the respective Consolidated Statement of Assets and Liabilities:
June 30, 2013
June 30, 2014
$
17
—
The following amounts were due to Credit Central Delaware from Prospect for reimbursement of expenses and included by Prospect within
other liabilities on the respective Consolidated Statement of Assets and Liabilities:
June 30, 2013
June 30, 2014
$
—
38
The following amounts were due from Prospect to Prospect Administration for reimbursement for legal, tax and portfolio level accounting
services provided directly to Credit Central Delaware for which Prospect received payment on behalf of Prospect Administration (no direct
income was recognized by Prospect, but Prospect was given credit for these payments as a reduction of the expenses of Prospect Administration
resulting in a reduction of the overhead allocation from Prospect Administration):
June 30, 2013
June 30, 2014
$
175
175
Echelon Aviation LLC
Prospect owns 100% of the membership interests of Echelon Aviation, LLC (“Echelon”). Echelon owns 60.7% of the equity of AerLift Leasing
Limited (“AerLift”).
On March 31, 2014, Prospect initially made a $92,628 investment in Echelon, of which $78,521 was a Senior Secured Revolving Credit Facility
and $14,107 to purchase the membership interests of Echelon. The proceeds were partially utilized to purchase 60.7% of AerLift’s membership
interests for $83,657. The remaining proceeds were used to pay $2,771 of structuring fees from Echelon to Prospect (which was recognized by
Prospect as structuring fee income), $540 for third party expenses, $664 for legal and tax services provided by Prospect Administration and
$4,996 was retained by Echelon for working capital.
The following interest income was accrued and subsequently paid from Echelon to Prospect for interest due from Echelon and recognized by
Prospect as interest income and included by Prospect within interest receivable:
March 31, 2014 to June 30, 2014
$
2,809
176
The following amounts were due from Echelon to Prospect for reimbursement of expenses paid by Prospect on behalf of Echelon and included
by Prospect within other receivables on the respective Consolidated Statement of Assets and Liabilities (no income was recognized by
Prospect):
June 30, 2014
$
78
The following payments were paid from Echelon to Prospect Administration as reimbursement for legal, tax and portfolio level accounting
services provided directly to Echelon (no direct income was recognized by Prospect, but Prospect was given credit for these payments as a
reduction of the expenses of Prospect Administration resulting in a reduction of the overhead allocation from Prospect Administration):
Energy Solutions Holdings Inc.
March 31, 2014 to June 30, 2014
$
664
As of June 30, 2014, Prospect owns 100% of the equity of Energy Solutions Holdings Inc. (f/k/a Gas Solutions Holdings Inc.) (“Energy
Solutions”). Energy Solutions owns 100% of each of Change Clean Energy Holdings, LLC (“Change Clean”), Freedom Marine Solutions
Holdings, LLC (“Freedom Marine”) and Yatesville Coal, LLC (“Yatesville”). Freedom Marine owns 100% of each of Vessel Holdings, LLC
("Vessel"), Vessel Holdings II, LLC (“Vessel II”) and Vessel Holdings III, LLC (“Vessel III”). Yatesville owns 100% of North Fork Collieries,
LLC. Change Clean owns 100% of Change Clean Energy, LLC, Down East Power Company, LLC and 50.1% of BioChips LLC. Energy
Solutions owns interests in companies operating in the energy sector. These include companies operating offshore supply vessels, ownership of a
non-operating biomass electrical generation plant and several coal mines. Energy Solutions subsidiaries formerly owned interests in gathering
and processing business in east Texas. As of July 1, 2011, the cost basis of our investment in Energy Solutions, including debt and equity, was
$42,003.
In December 2011, Prospect completed a reorganization of Gas Solutions Holdings Inc. renaming the company Energy Solutions and
transferring ownership of other operating companies owned by Prospect and operating within the energy industry. As part of the reorganization,
Prospect transferred our debt and equity interests with cost basis of $2,540 in Change Clean Energy Holdings, Inc., Change Clean Energy, Inc.,
$12,504 in Freedom Marine Holdings, Inc. and $1,449 of Yatesville Coal Holdings, Inc. to Change Clean, Freedom Marine, and Yatesville,
respectively. Each of these entities is wholly owned (directly or indirectly) by Energy Solutions.
On December 28, 2011, Prospect made a follow-on $1,250 equity investment in Energy Solutions and a $3,500 debt investment in Vessel, a
subsidiary of Freedom Marine. On November 25, 2013, Prospect restructured our investment in Freedom Marine. The $12,504 subordinated
secured loan to Jettco Marine Services, LLC, a subsidiary of Freedom Marine, was replaced with a senior secured note to Vessel II, a new
subsidiary of Freedom Marine. On December 3, 2013, Prospect made a $16,000 senior secured investment in Vessel III, a new subsidiary of
Freedom Marine. Overall, the restructuring of our investment in Freedom Marine provided approximately $16,000 net new senior secured debt
financing to support the acquisition of two new vessels. Prospect received $2,480 of structuring fees from Energy Solutions related to the
Freedom Marine restructuring which was recognized as other income.
On November 28, 2012 and January 1, 2014, Prospect received $475 and $25 of litigation settlement proceeds related to Change Clean and
recorded a reduction in our equity investment cost basis for Energy Solutions, respectively.
On January 4, 2012, Energy Solutions sold its gas gathering and processing assets held in Gas Solutions Ltd. (“Gas Solutions”) for a sale price of
$199,805, adjusted for the final working capital settlement, including a potential earnout of $28,000 that may be paid based on the future
performance of Gas Solutions. Through June 30, 2014, Prospect has not accrued income for any portion of the $28,000 potential payment. After
expenses, including structuring fees of $9,966 paid to us, and $3,152 of third-party expenses, Gas Solutions LP LLC and Gas Solutions GP LLC,
subsidiaries of Gas Solutions, received $157,100 and $1,587 in cash, respectively, subsequently distributed these amounts, $158,687 in total, to
Energy Solutions. The sale of Gas Solutions by Energy Solutions resulted in significant earnings and profits, as defined by the Internal Revenue
Code, at Energy Solutions for calendar year 2012. As a result, 2012 distributions from Energy Solutions to us were required to be recognized as
dividend income, in accordance with ASC 946, as there were current year earnings and profits sufficient to support such recognition.
In June, 2014, Freedom Marine Services Holdings, LLC was renamed Freedom Marine Solutions, LLC (continues as “Freedom Marine”),
Vessel Holdings, LLC was renamed Vessel Company, LLC (continues as “Vessel”), Vessel Holdings II, LLC was renamed Vessel Company II,
LLC (continues as “Vessel II”), Vessel Holdings III, LLC was renamed Vessel Company III, LLC (continues as “Vessel III”), Yatesville Coal
Holdings, LLC was renamed Yatesville Coal Company, LLC (continues as “Yatesville”) and Change Clean Energy Holdings, LLC was renamed
change Clean Energy Company, LLC (continues as “Change Clean”). Energy Solutions continues to own 100% of all entities as of June 30,
2014.
177
The following dividends were declared and paid from Energy Solutions to Prospect and recorded as dividend income by Prospect:
July 1, 2011 to June 30, 2012
July 1, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
47,850
53,820
—
All dividends were paid from earnings and profits of Energy Solutions.
The following cash payments from Energy Solutions to Prospect were recorded as a repayment of loan receivable by Prospect:
July 1, 2011 to June 30, 2012
July 1, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
—
28,500
8,500
The following interest income, including prepayment penalty fees, was accrued and subsequently paid from Energy Solutions to Prospect for
interest due and recognized by Prospect as interest income:
July 1, 2011 to June 30, 2012
July 1, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
6,771
24,172
5,368
At June 30, 2013, $23 of interest recognized above had not yet been paid by Energy Solutions to Prospect and was included by Prospect within
interest receivable.
The following interest income was accrued and subsequently paid from Vessel to Prospect for interest due and recognized by Prospect as interest
income:
July 1, 2011 to June 30, 2012
July 1, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
326
637
641
At June 30, 2014, $2 of interest recognized above had not yet been paid by Vessel to Prospect and was included by Prospect within interest
receivable.
The following interest payments were paid from Vessel II to Prospect and recognized by Prospect as interest income:
July 1, 2011 to June 30, 2012
July 1, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
—
—
1,023
At June 30, 2014, $5 of interest recognized above had not yet been paid by Vessel II to Prospect and was included by Prospect within interest
receivable.
The following interest payments were paid from Vessel III to Prospect and recognized by Prospect as interest income:
July 1, 2011 to June 30, 2012
July 1, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
—
—
1,213
At June 30, 2014, $6 of interest recognized above had not yet been paid by Vessel III to Prospect and was included by Prospect within interest
receivable.
178
The following amounts were due from Energy Solutions to Prospect for reimbursement of expenses and included by Prospect within other
receivables on the respective Consolidated Statement of Assets and Liabilities (no income was recognized by Prospect):
June 30, 2012
June 30, 2013
June 30, 2014
$
45
—
—
The following managerial assistance payments were paid from Energy Solutions to Prospect and subsequently remitted to Prospect
Administration (no income was recognized by Prospect):
July 1, 2011 to June 30, 2012
July 1, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
180
180
180
The following amounts were due from Prospect to Prospect Administration for reimbursement of managerial assistance payments for which
Prospect received payment on behalf of Prospect Administration (no direct income was recognized by Prospect):
June 30, 2012
June 30, 2013
June 30, 2014
$
—
45
45
The following payments were paid from Energy Solutions to Prospect Administration as reimbursement for legal, tax and portfolio level
accounting services provided directly to Energy Solutions (no direct income was recognized by Prospect, but Prospect was given credit for these
payments as a reduction of the administrative services costs payable by Prospect to Prospect Administration):
July 1, 2011 to June 30, 2012
July 1, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
—
119
38
First Tower Finance Company LLC
Prospect owns 100% of the equity of First Tower Holdings of Delaware, LLC (“First Tower Delaware”). First Tower Delaware owns 80.1% of
First Tower Finance Company LLC (“First Tower Finance”). First Tower Finance owns 100% of First Tower, LLC (“First Tower”), a multiline
specialty finance company.
On June 15, 2012, Prospect made a $287,953 investment (including 14,518,207 common shares of Prospect at a fair value of $160,571) in First
Tower Delaware, of which $244,760 was a Senior Secured Revolving Credit Facility and $43,193 of membership interest in First Tower
Delaware. $282,968 of the proceeds were utilized by First Tower Delaware to purchase 80.1% of the membership interests in First Tower
Finance. The remaining proceeds at First Tower Delaware were used to pay $4,038 of structuring fees from First Tower Delaware to Prospect
(which was recognized by Prospect as structuring fee income), $940 of legal services provided by attorneys at Prospect Administration, and $7
of third party expenses. Prospect received an additional $4,038 of structuring fees from First Tower (which was recognized by Prospect as
structuring fee income). Management purchased the additional 19.9% of First Tower Finance common stock for $70,300. The combined
proceeds received by First Tower Finance of $353,268 ($282,968 equity financing from First Tower Delaware mentioned above and $70,300
equity financing from management) were used to purchase 100% of the common stock of First Tower for $338,042, pay $11,188 of third-party
expenses and $4,038 of structuring fees from First Tower mentioned above (which was recognized by Prospect as structuring fee income).
On October 18, 2012, Prospect made an additional $20,000 investment through the Senior Secured Revolving Credit Facility, $12,008 of which
was invested by First Tower Delaware in First Tower Finance as equity and $7,992 of which was retained by First Tower Delaware as working
capital. On December 30, 2013, Prospect funded an additional $10,000 into First Tower Delaware, $8,500 through the Senior Secured Revolving
Credit Facility and $1,500 through the purchase of additional membership interests in First Tower Delaware. $8,000 of the proceeds were
utilized by First Tower Delaware to pay structuring fees to Prospect for the renegotiation and expansion of First Tower’s third-party revolver,
and $2,000 of the proceeds were retained by First Tower Delaware for working capital.
On June 24, 2014, Prospect made a new $251,246 second lien term loan to First Tower. First Tower distributed this amount to First Tower
Finance, which distributed this amount to First Tower Delaware as a return of capital. First Tower Delaware used the
179
distribution to partially pay down the Senior Secured Revolving Credit Facility. The remaining $23,712 of the Senior Secured Revolving Credit
Facility was then converted to additional membership interests held by Prospect in First Tower Delaware.
The following dividends were declared and paid from First Tower Finance to First Tower Delaware and recognized as dividend income by First
Tower Delaware:
June 15, 2012 to June 30, 2012
July 1, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
—
48,520
50,976
All dividends were paid from earnings and profits of First Tower Finance.
The following cash distributions were declared and paid from First Tower Finance to First Tower Delaware and recognized as a return of capital
by First Tower Delaware:
June 15, 2012 to June 30, 2012
July 1, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
—
7,614
—
The following interest income was accrued and paid from First Tower Delaware to Prospect for interest due and recognized by Prospect as
interest income:
June 15, 2012 to June 30, 2012
July 1, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
2,312
52,476
51,791
At June 30, 2013, $147 of interest recognized above had not yet been paid by First Tower Delaware to Prospect and was included by Prospect
within interest receivable.
The following interest income was accrued and paid from First Tower to Prospect for interest due and recognized by Prospect as interest income:
June 15, 2012 to June 30, 2012
July 1, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
—
—
831
At June 30, 2014, $119 of interest recognized above had not yet been paid by First Tower to Prospect and was included by Prospect within
interest receivable.
The following payment-in-kind interest was capitalized in the Senior Secured Revolving Credit Facility to First Tower Delaware and recognized
as interest income by Prospect:
December 13, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
—
1,698
The following royalty payments were paid from First Tower Delaware to Prospect and recognized by Prospect as other income:
June 15, 2012 to June 30, 2012
July 1, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
—
2,416
2,560
The following managerial assistance payments were paid from First Tower Finance to Prospect and subsequently remitted to Prospect
Administration (no income was recognized by Prospect):
June 15, 2012 to June 30, 2012
July 1, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
—
1,920
3,000
180
At June 30, 2013 and 2014, $600 and $600 of managerial assistance recognized above had not yet been paid by First Tower Finance to Prospect
and was included by Prospect within Due to Prospect Administration, respectively.
The following payments were paid from First Tower Delaware to Prospect Administration as reimbursement for legal, tax and portfolio level
accounting services provided directly to First Tower Delaware (no direct income was recognized by Prospect, but Prospect was given credit for
these payments as a reduction of the administrative services costs payable by Prospect to Prospect Administration):
June 15, 2012 to June 30, 2012
July 1, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
940
—
243
The following amounts were due from First Tower Delaware to Prospect for reimbursement of expenses paid by Prospect on behalf of First
Tower Delaware and included by Prospect within other receivables on the respective Consolidated Statement of Assets and Liabilities:
June 30, 2013
June 30, 2014
$
42
37
Gulf Coast Machine & Supply Company
Prospect owns 100% of the preferred equity of Gulf Coast Machine & Supply Company (“Gulf Coast”). Gulf Coast is a provider of value-added
forging solutions to energy and industrial end markets.
On October 12, 2012, Prospect initially made a $42,000 first lien term loan to Gulf Coast, of which $840 was used to pay structuring fees from
Gulf Coast to Prospect (which was recognized by Prospect as structuring fee income).
On November 8, 2013, Gulf Coast issued $25,950 of convertible preferred stock to Prospect (representing 99.9% of the voting securities of Gulf
Coast) in exchange for crediting the same amount to the first lien term loan previously outstanding, leaving a first lien loan balance of $15,000.
On November 29, 2013 and December 16, 2013, Prospect provided an additional $1,000 and $1,500, respectively, to fund working capital needs,
increasing the first lien loan balance to $17,500.
The following interest income was accrued and subsequently paid from Gulf Coast to Prospect for interest due and recognized by Prospect as
interest income:
November 8, 2013 to June 30, 2014
$
1,449
At June 30, 2014, $6 of interest recognized above had not yet been paid by Gulf Coast to Prospect and was included by Prospect within interest
receivable.
The following amounts were due from Gulf Coast to Prospect for reimbursement of expenses paid by Prospect on behalf of Gulf Coast and
included by Prospect within other receivables on the respective Consolidated Statement of Assets and Liabilities (no income recognized by
Prospect):
November 8, 2013 to June 30, 2014
$
342
The following payments were paid from Gulf Coast to Prospect Administration as reimbursement for legal, tax and portfolio level accounting
services provided directly to Gulf Coast (no direct income was recognized by Prospect, but Prospect was given credit for these payments as a
reduction of the administrative services costs payable by Prospect to Prospect Administration):
Harbortouch Holdings of Delaware Inc.
November 8, 2013 to June 30, 2014
$
4
Prospect owns 100% of the equity of Harbortouch Holdings of Delaware Inc. (“Harbortouch Delaware”). Harbortouch Delaware owns 100% of
the Class C voting units of Harbortouch Payments, LLC (“Harbortouch”), which provide for a 53.5% residual profits allocation. Harbortouch
management owns 100% of the Class B and D voting units of Harbortouch, which provide for a 46.5% residual profits allocation. Harbortouch
owns 100% of Credit Card Processing USA, LLC. Harbortouch is a provider of transaction processing services and point-of sale equipment used
by merchants across the United States.
181
On March 31, 2014, Prospect made a $147,898 investment (including 2,306,294 common shares of Prospect at a fair value of $24,908) in
Harbortouch Delaware. Of this amount, $123,000 was loaned in exchanged for a subordinated note and $24,898 was an equity contribution.
Harbortouch Delaware utilized $137,972 to purchase 100% of the Harbortouch Class A voting preferred units which provided an 11% preferred
return and a 53.5% interest in the residual profits. Harbortouch Delaware used the remaining proceeds to pay $4,920 of structuring fees to
Prospect (which was recognized by Prospect as structuring fee income), $1,761 for legal services provided by attorneys at Prospect
Administration and $3,245 was retained by Harbortouch Delaware for working capital. Additionally, on March 31, 2014, Prospect provided
Harbortouch a senior secured loan of $130,796. Prospect received a structuring fee of $2,616 from Harbortouch (which was recognized by
Prospect as structuring fee income).
On April 1, 2014, Prospect made a new $137,226 senior secured term loan to Harbortouch. Harbortouch then distributed this amount to
Harbortouch Delaware as a return of capital which was used to pay down the $123,000 senior secured note from Harbortouch Delaware to
Prospect. The remaining $14,226 was distributed to Prospect as a return of capital of Prospect’s equity investment in Harbortouch Delaware.
Harbortouch Delaware continues to own 100% of Harbortouch’s Class C voting units, which provide for a 53.5% residual profits allocation from
Harbortouch at June 30, 2014.
The following interest income was accrued and subsequently paid from Harbortouch Delaware to Prospect for interest due and recognized by
Prospect as interest income:
March 31, 2014 to June 30, 2014
$
55
The following interest income was accrued and subsequently paid from Harbortouch to Prospect for interest due and recognized by Prospect as
interest income:
March 31, 2014 to June 30, 2014
$
6,825
At June 30, 2014, $1,962 of interest recognized above had not yet been paid by Harbortouch Delaware to Prospect and was included by Prospect
within interest receivable.
The following managerial assistance payments were paid from Harbortouch to Prospect and subsequently remitted to Prospect Administration
(no income was recognized by Prospect):
March 31, 2014 to June 30, 2014
$
125
At June 30, 2014, this amount was included by Prospect in Due to Prospect Administration on the respective Consolidated Statement of Assets
and Liabilities.
The following payments were paid from Harbortouch Delaware to Prospect Administration as reimbursement for legal, tax and portfolio level
accounting services provided directly to Harbortouch Delaware (no direct income was recognized by Prospect, but Prospect was given credit for
these payments as a reduction of the administrative services costs payable by Prospect to Prospect Administration):
The Healing Staff, Inc.
March 31, 2014 to June 30, 2014
$
1,761
Prospect owns 100% of the equity of The Healing Staff, Inc. (“THS”). Prospect owns 100% of the equity of Vets Securing America, Inc.
(“VSA”), which is operated by THS management. VSA provides out-sourced security guards staffing.
As of July 1, 2011, the cost basis of Prospect’s investment in THS and VSA, including debt and equity, was $18,220. During the year ended
June 30, 2012, Prospect made follow-on secured debt investments of $773 in THS to support the ongoing operations of THS and VSA. In
October 2011, Prospect sold a previously acquired building from ESA for $894. In early May 2012, Prospect made short-term secured debt
investments of $118 and $42 to support the operations of THS and VSA, respectively, which was repaid in early June 2012. In January 2012,
Prospect received $2,250 towards a litigation settlement. The proceeds from both of these transactions were used to reduce the outstanding loan
by $3,144.
In May 2012, in connection with the implementation of accounts receivable based funding programs for THS and VSA with a third party
provider, Prospect agreed to subordinate Prospect’s first priority security interest in all of the accounts receivable and other assets of THS and
VSA to the third party provider of that accounts receivable based funding.
182
During the three months ended December 31, 2012, Prospect determined that the impairment of THS and VSA was other-than-temporary and
decreased Prospect’s cost basis by $12,834 and recorded a realized loss of $12,117 for the amount that the amortized cost exceeded the fair
market value.
Manx Energy, Inc.
As of June 30, 2014, Prospect owns 41% of the equity of Manx Energy Inc. (“Manx”). Manx was formed on January 19, 2010 for the purpose of
rolling up the assets of existing Prospect portfolio companies, Coalbed, LLC (“Coalbed”), Appalachian Energy, LLC (“AEH”) and Kinley
Exploration LLC. The three companies were combined under new common management.
On January 19, 2010, Prospect made a $2,800 investment at closing to Manx to provide for working capital. On the same date, Prospect
exchanged $2,100 and $4,500 of the loans to AEH and Coalbed, respectively, for Manx preferred equity, and Prospect’s AEH equity interest was
converted into Manx common stock. There was no change to fair value at the time of restructuring, and Prospect continued to fully reserve any
income accrued for Manx. On October 15, 2010 and May 26, 2011, Prospect increased its loan to Manx in the amount of $500 and $250,
respectively, to provide additional working capital. As of June 30, 2011, the cost basis of Prospect’s investment in Manx, including debt and
equity, was $19,019.
On June 30, 2012, AEH and Coalbed loans held by Manx with a cost basis of $7,991 were removed from Manx and contributed by Prospect to
Wolf Energy Holdings Inc., a separate holding company wholly owned by Prospect. On June 30, 2013, Prospect determined the remaining debt
and equity investment in Manx was other-than-temporarily impaired and wrote-off $10,528 of the investment cost basis, leaving a cost basis in
the remaining debt balance of $500.
The following principal payments were paid from Manx to Prospect and recorded by Prospect as return of capital (no income was recognized by
Prospect):
July 1, 2011 to June 30, 2012
July 1, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
—
—
450
MITY Holdings of Delaware Inc.
Prospect owns 100% of the equity of Mity Holdings of Delaware, Inc. (“Mity Delaware”). Mity Delaware holds 94.99% of the equity of Mity
Enterprises, Inc. (“Mity”), with management of Mity owning the remaining 5.01% of the equity of Mity. Mity owns 100% of each of Mity-Lite,
Inc. (“Mity-Lite”), Broda Enterprises USA, Inc. (“Broda USA”) and Broda Canada ULC (“Broda Canada”). Mity is a designer, manufacturer
and seller of multipurpose room furniture and specialty healthcare seating products.
On September 19, 2013, Prospect made a $29,735 investment in Mity Delaware, of which $22,792 was a senior secured debt to Mity Delaware
and $6,943 was a capital contribution to the equity of Mity Delaware. The proceeds were partially utilized to purchase 97.7% of Mity common
stock for $21,027. The remaining proceeds were used to issue a $7,200 note from Broda Canada to Mity Delaware, pay $684 of structuring fees
from Mity Delaware to Prospect (which was recognized by Prospect as structuring fee income), $311 for legal services provided by attorneys
employed by Prospect Administration and $513 was retained by Mity Delaware for working capital.
On September 19, 2013, Prospect made an additional $18,250 senior secured debt investment in Mity. The proceeds were used to repay existing
third-party indebtedness, pay $365 of structuring fees from Mity to Prospect (which was recognized by Prospect as structuring fee income),
$1,143 of third party expenses and $2,580 was retained by Mity for working capital. Members of management of Mity purchased additional
shares of common stock of Mity, reducing Mity Delaware’s ownership to 94.99%. Mity, Mity-Lite and Broda USA are joint borrowers on the
senior secured debt of Mity.
On June 23, 2014, Prospect made a new $15,769 debt investment in Mity and Mity distributed proceeds to Mity Delaware as a return of capital.
Mity Delaware used this distribution to pay down the senior secured debt of Mity Delaware to Prospect by the same amount. The remaining
amount of the senior secured debt due from Mity Delaware to Prospect, $7,200, was then contributed to the capital of Mity Delaware. As a result
of this transaction, Prospect held the $15,769 Mity note. Effective June 23, 2014, Mity Enterprises, Inc. was renamed Mity, Inc. (continues as
“Mity”) and Broda Enterprises USA, Inc. was renamed Broda USA, Inc. (continues as “Broda”). Management shareholders of Mity made
additional purchases of Mity stock such that Mity Delaware owns 94.99% of the equity of Mity at June 30, 2014.
On June 23, 2014, Prospect also extended a new $7,500 senior secured revolving facility to Mity, of which none was funded at closing.
183
The following dividends were declared and paid from Mity to Mity Delaware and recorded as dividend income by Mity Delaware:
All dividends were paid from earnings and profits of Mity.
September 19, 2013 to June 30, 2014
$
1,628
The following interest payments were paid from Broda to Mity Delaware and recognized by Mity Delaware as interest income:
September 19, 2013 to June 30, 2014
$
455
The following interest income was accrued by Prospect for interest due from Mity Delaware and recognized by Prospect as interest income:
September 19, 2013 to June 30, 2014
$
3,001
At June 30, 2014, $10 of interest recognized above had not yet been paid by Mity Delaware to Prospect and was included by Prospect within
interest receivable.
The following payment-in-kind interest was capitalized in the senior secured note to Mity Delaware and recorded as interest income by Prospect:
The following interest income was accrued by Prospect for interest due from Mity and recognized by Prospect as interest income:
September 19, 2013 to June 30, 2014
$
177
September 19, 2013 to June 30, 2014
$
1,515
The following managerial assistance payments were paid from Mity to Prospect and subsequently remitted to Prospect Administration (no
income was recognized by Prospect):
September 19, 2013 to June 30, 2014
$
150
The following payments were paid from Mity Delaware to Prospect Administration as reimbursement for legal, tax and portfolio level
accounting services provided directly to Mity Delaware (no direct income was recognized by Prospect, but Prospect was given credit for these
payments as a reduction of the administrative services costs payable by Prospect to Prospect Administration):
September 19, 2013 to June 30, 2014
$
495
The following amounts were due from Prospect to Prospect Administration for reimbursement for legal, tax and portfolio level accounting
services provided directly to Mity Delaware for which Prospect received payment on behalf of Prospect Administration (no direct income was
recognized by Prospect, but Prospect was given credit for these payments as a reduction of the administrative services costs payable by Prospect
to Prospect Administration):
June 30, 2014
$
75
The following amounts were due from Mity Delaware to Prospect for reimbursement of expenses and included by Prospect within other
receivables on the respective Consolidated Statement of Assets and Liabilities (no income was recognized by Prospect):
June 30, 2014
$
3
At June 30, 2014, Prospect had a $8 payable to Mity Delaware for reimbursement in excess of expenses which was subsequently utilized to pay
other expenses by Prospect on behalf of Mity Delaware.
Nationwide Acceptance Holdings LLC
Prospect owns 100% of the membership interests of Nationwide Acceptance Holdings, LLC (“Nationwide Holdings”). Nationwide Holdings
owns 93.79% of the equity of Nationwide Acceptance, LLC (“Nationwide”), with members of Nationwide management owning the remaining
6.21% of the equity.
On January 31, 2013, Prospect initially made a $25,151 investment in Nationwide Holdings, of which $21,308 was a Senior Secured Revolving
Credit Facility and $3,843 was in the form of membership interests in Nationwide Holdings. $21,885 of the
184
proceeds were utilized to purchase 93.79% of the membership interests in Nationwide. Proceeds were also used to pay $753 of structuring fees
from Nationwide Holdings to Prospect (which was recognized by Prospect as structuring fee income), $350 of third party expenses and $163 of
legal services provided by attorneys at Prospect Administration. The remaining $2,000 was retained by Nationwide Holdings as working capital.
On March 28, 2014, Prospect funded an additional $4,000 to Nationwide Holdings ($3,400 through the Senior Secured Revolving Credit Facility
and $600 to purchase additional membership interests in Nationwide Holdings). The additional funding along with cash on hand was utilized by
Nationwide Holdings to fund a $5,000 dividend to Prospect.
On June 18, 2014, Prospect made a new $14,820 second lien term loan to Nationwide. Nationwide distributed this amount to Nationwide
Holdings as a return of capital. Nationwide Holdings used the distribution to pay down the Senior Secured Revolving Credit Facility. The
remaining $9,888 of the Senior Secured Revolving Credit Facility was then converted to additional membership interests in Nationwide
Holdings.
The following dividends were declared and paid from Nationwide to Nationwide Holdings and recorded as dividend income by Nationwide
Holdings:
January 31, 2013 to June 30, 2013
July 1, 2013 to June 30, 2014
$
2,615
7,074
The following dividends were paid from Nationwide Holdings to Prospect and recognized by Prospect as dividend income:
January 31, 2013 to June 30, 2013
July 1, 2013 to June 30, 2014
$
—
5,000
All dividends were paid from earnings and profits of the company paying the dividend.
The following interest income was accrued and subsequently paid from Nationwide Holdings to Prospect for interest due and recognized by
Prospect as interest income:
January 31, 2013 to June 30, 2013
July 1, 2013 to June 30, 2014
$
1,788
4,322
At June 30, 2013, $12 of interest recognized above had not yet been paid by Nationwide Holdings to Prospect and was included by Prospect
within interest receivable.
The following interest income was accrued and subsequently paid from Nationwide to Prospect for interest due and recognized by Prospect as
interest income:
January 31, 2013 to June 30, 2013
July 1, 2013 to June 30, 2014
$
—
107
At June 30, 2014, $8 of interest recognized above had not yet been paid by Nationwide to Prospect and was included by Prospect within interest
receivable.
The following royalty payments were paid from Nationwide Holdings to Prospect and recognized by Prospect as other income:
January 31, 2013 to June 30, 2013
July 1, 2013 to June 30, 2014
$
131
354
The following managerial assistance payments were paid from Nationwide to Prospect and subsequently remitted to Prospect Administration (no
income was recognized by Prospect):
January 31, 2013 to June 30, 2013
July 1, 2013 to June 30, 2014
$
167
400
At June 30, 2013 and June 30, 2014, $100 and $100 of managerial assistance had been received by Prospect from Nationwide and had not yet
been paid to Prospect Administration, respectively. These amounts were included by Prospect in Due to Prospect Administration on the
respective Consolidated Statement of Assets and Liabilities.
185
The following payments were paid from Prospect to Prospect Administration as reimbursement for legal, tax and portfolio level accounting
services provided directly to Nationwide Holdings (no direct income was recognized by Prospect, but Prospect was given credit for these
payments as a reduction of the administrative services costs payable by Prospect to Prospect Administration):
January 31, 2013 to June 30, 2013
July 1, 2013 to June 30, 2014
$
163
—
The following payments were paid from Nationwide to Prospect Administration as reimbursement for legal, tax and portfolio level accounting
services provided directly to Nationwide Holdings no direct income was recognized by Prospect, but Prospect was given credit for these
payments as a reduction of the administrative services costs payable by Prospect to Prospect Administration):
January 31, 2013 to June 30, 2013
July 1, 2013 to June 30, 2014
$
—
234
The following amounts were due from Nationwide Holdings to Prospect for reimbursement of expenses paid by Prospect and included by
Prospect within other receivables on the respective Consolidated Statement of Assets and Liabilities (no income was recognized by Prospect):
June 30, 2013
June 30, 2014
$
—
2
The following amounts were due to Nationwide Holdings from Prospect for reimbursement of expenses and included by Prospect within other
liabilities on the respective Consolidated Statement of Assets and Liabilities (no income was recognized by Prospect):
June 30, 2013
June 30, 2014
$
7
—
NMMB Holdings, Inc.
Prospect owns 100% of the equity of NMMB Holdings, Inc. (“NMMB Holdings”). NMMB Holdings owns 92.93% of the fully-diluted equity of
NMMB, Inc. (“NMMB,” previously NMMB Acquisition, Inc.), with NMMB management owning the remaining 7.07% of the equity. NMMB
owns 100% of Refuel Agency, Inc. (“Refuel Agency”). Refuel Agency owns 100% of Armed Forces Communications, Inc. (“Armed Forces”).
NMMB is an advertising media buying business.
On May 6, 2011, Prospect initially made a $34,450 investment (of which $31,750 was funded at closing) in NMMB Holdings and NMMB, of
which $24,250 was a senior secured term loan to NMMB, $3,000 was a senior secured revolver to NMMB (of which $300 was funded at
closing), $2,800 was a senior subordinated term loan to NMMB Holdings and $4,400 to purchase 100% of the Series A Preferred Stock of
NMMB Holdings. The proceeds received by NMMB were used to purchase 100% of the equity of Refuel Agency and assets related to the
business for $30,069, pay $1,035 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income), pay $396 for
third party expenses and $250 was retained by NMMB for working capital. On May 31, 2011, NMMB repaid the $300 senior secured revolver.
During the year ended June 30, 2012, NMMB repaid $2,550 of the senior secured term loan. During the year ended June 30, 2013, NMMB
repaid $5,700 of the senior secured term loan due.
On December 13, 2013, Prospect invested $8,086 for preferred equity to recapitalize NMMB Holdings. The proceeds were used by NMMB
Holdings to repay in full the $2,800 outstanding under the subordinated term loan and the remaining $5,286 of proceeds from Prospect were
used by NMMB Holdings to purchase preferred equity in NMMB. NMMB used the proceeds from the preferred equity issuance to pay down the
senior term loan.
On June 12, 2014, Prospect made a new $7,000 senior secured term loan to Armed Forces. Armed Forces distributed this amount to Refuel
Agency as a return of capital. Refuel Agency distributed this amount to NMMB as a return of capital, which was used to pay down $7,000 of
NMMB’s $10,714 senior secured term loan to Prospect. As of June 30, 2014, Prospect held $3,714 of senior secured term loan NMMB and
$7,000 senior secured term loan of Armed Forces. Effective June 12, 2014, NMMB Acquisition, Inc. was renamed NMMB, Inc. (continues as
“NMMB”). NMMB Holdings continues to own 92.93% of the fully-diluted equity of NMMB as of June 30, 2014.
186
The following interest income was accrued and subsequently paid to Prospect for interest due from NMMB Holdings and recognized by
Prospect as interest income:
July 1, 2011 to June 30, 2012
July 1, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
428
426
192
At June 30, 2013, $3 of interest recognized above had not yet been paid by NMMB Holdings to Prospect and was included by Prospect within
interest receivable. There was no such outstanding interest due to Prospect from NMMB Holdings as of June 30, 2014.
The following interest income was accrued by Prospect for interest due from NMMB and recognized by Prospect as interest income:
July 1, 2011 to June 30, 2012
July 1, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
3,255
2,600
1,859
At June 30, 2013 and 2014, $20 and $4 of interest recognized above had not yet been paid by NMMB to Prospect and was included by Prospect
within interest receivable.
The following managerial assistance payments were paid from NMMB Holdings to Prospect and subsequently remitted to Prospect
Administration (no income was recognized by Prospect):
July 1, 2011 to June 30, 2012
July 1, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
361
500
100
At June 30, 2014, $300 of managerial assistance due had not yet been paid by NMMB Holdings to Prospect and was included by Prospect within
other receivables.
The following amounts were due from Prospect to Prospect Administration for reimbursement of managerial assistance payments for which
Prospect received payment on behalf of Prospect Administration (no direct income was recognized by Prospect):
June 30, 2013
June 30, 2014
$
100
300
The following payments were paid from NMMB Holdings to Prospect Administration as reimbursement for legal, tax and portfolio level
accounting services provided directly to NMMB Holdings (no direct income was recognized by Prospect, but Prospect was given credit for these
payments as a reduction of the administrative services costs payable by Prospect to Prospect Administration):
July 1, 2011 to June 30, 2012
July 1, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
—
12
—
NPH Property Holdings, LLC
Prospect owns 100% of the equity of NPH Property Holdings, LLC (“NPH”). NPH owns 100% of the common equity of National Property
Holdings Corp. (“NPRC”). NPRC is a Maryland corporation and a qualified REIT for federal income tax purposes. In order to qualify as a
REIT, NPRC issued 125 shares of Series A Cumulative Non-Voting Preferred Stock to 125 accredited investors. The preferred stockholders are
entitled to receive cumulative dividends semi-annually at an annual rate of 12.5% and do not have the ability to participate in the management or
operation of NPRC.
NPRC was formed to acquire, operate, finance, lease, manage, and sell a portfolio of real estate assets and engage in any and all other activities
as may be necessary, incidental or convenient to carry out the foregoing. NPRC acquires real estate assets, including, but not limited to,
industrial, commercial, and multi-family properties.
On December 31, 2013, APRC distributed its majority interests in five JVs holding real estate assets to APH. APH then distributed these JV
interests to Prospect in a transaction characterized as a return of capital. Prospect, on the same day, contributed certain
187
of these JV interests to NPH and the remainder to UPH (each wholly-owned subsidiaries of Prospect). Each of NPH and UPH immediately
thereafter contributed these JV interests to NPRC and UPRC, respectively. The total investments in the JVs transferred to NPH and from NPH to
NPRC consisted of $79,309 and $16,315 of debt and equity financing, respectively. There was no material gain or loss realized on these
transactions.
On December 31, 2013, Prospect made a $10,620 investment in NPH, of which $8,800 was a Senior Term Loan and $1,820 was used to
purchase additional membership interests of NPH. The proceeds were utilized by NPH to purchase additional NPRC common equity for
$10,620. The proceeds were utilized by NPRC to purchase a 93.0% ownership interest in APH Carroll Bartram Park, LLC for $10,288 and to
pay $113 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income), with $219 retained by NPRC for working
capital. APH Carroll Bartram Park, LLC was purchased by NPRC for $38,000 which included debt financing and minority interest of $28,500
and $774, respectively. The remaining proceeds were used to pay $206 of structuring fees to Prospect (which was recognized by Prospect as
structuring fee income), $1,038 of third party expenses, $5 of legal services provided by attorneys at Prospect Administration, and $304 of pre-
paid assets, with $9 retained by NPRC for working capital.
Between January 7, 2014 and March 13, 2014, Prospect made a $14,000 investment in NPH, of which $11,900 was a Senior Term Loan and
$2,100 was used to purchase additional membership interests of NPH. The proceeds were utilized by NPH to purchase consumer loans from a
third party.
On January 31, 2014, Prospect made a $4,805 investment in NPH, of which $4,000 was a Senior Term Loan and $805 used to purchase
additional membership interests of NPH. The proceeds were utilized by NPH to purchase additional NPRC common equity for $4,805. The
proceeds were utilized by NPRC to purchase a 93.0% ownership interest in APH Carroll Atlantic Beach, LLC for $4,603 and to pay $52 of
structuring fees to Prospect (which was recognized by Prospect as structuring fee income), with $150 retained by NPRC for working capital.
APH Carroll Atlantic Beach, LLC was purchased by NPRC for $13,025 which included debt financing and minority interest of $9,118 and $346,
respectively. The remaining proceeds were used to pay $92 of structuring fees to Prospect (which was recognized by Prospect as structuring fee
income), $681 of third party expenses, $7 of legal services provided by attorneys at Prospect Administration, and $182 of pre-paid assets, with
$80 retained by NPRC for working capital.
Effective as of April 1, 2014, Prospect made a new $104,460 senior term loan to NPRC. NPRC then distributed this amount to NPH as a return
of capital which was used to pay down the Senior Term Loan from NPH by the same amount. Effective April 1, 2014, National Property
Holdings Corp. was renamed National Property REIT Corp. (continues as “NPRC”). NPH continues to own 100% of the common equity of
NPRC at June 30, 2014.
Between April 3, 2014 and May 21, 2014, Prospect made an $11,000 investment in NPH and NPRC, of which $9,350 was a Senior Term Loan
to NPRC and $1,650 was used to purchase additional membership interests of NPH. The proceeds were utilized by NPH to purchase additional
NPRC common equity for $1,650. The proceeds were utilized by NPRC to purchase consumer loans from a third party.
The following cash distributions were declared and paid from NPRC to NPH and recorded as a return of capital by NPH:
The following cash distributions were declared and paid from NPRC to Prospect and recorded as a return of capital by Prospect:
December 31, 2013 to June 30, 2014
$
106,810
December 31, 2013 to June 30, 2014
$
9,900
The following interest income was accrued and subsequently paid by NPH to Prospect and recognized by Prospect as interest income:
The following interest income was accrued and subsequently paid by NPRC to Prospect and recognized by Prospect as interest income:
December 31, 2013 to June 30, 2014
$
2,406
December 31, 2013 to June 30, 2014
$
3,117
At June 30, 2014, $432 and $18 of interest from NPH and NPRC was capitalized payment-in-kind interest and was included by Prospect in the
investment cost basis, respectively.
188
The following royalty payments were paid from NPH to Prospect and recognized by Prospect as other income:
The following royalty payments were paid from NPRC to Prospect and recognized by Prospect as other income:
December 31, 2013 to June 30, 2014
$
278
December 31, 2013 to June 30, 2014
$
288
The following managerial assistance payments were paid from NPRC to Prospect and subsequently remitted to Prospect Administration (no
income was recognized by Prospect):
December 31, 2013 to June 30, 2014
$
255
The following amounts were due from Prospect to Prospect Administration for managerial assistance payments for which Prospect received
payment on behalf of Prospect Administration (no direct income was recognized by Prospect):
June 30, 2014
$
128
The following amounts were due from NPH to Prospect for reimbursement of expenses paid by Prospect on behalf of NPH and included by
Prospect within other receivables on the respective Consolidated Statement of Assets and Liabilities:
R-V Industries, Inc.
June 30, 2014
$
7
As of July 1, 2011 and continuing through June 30, 2014, Prospect owns 88.27% of the fully-diluted equity of R-V Industries, Inc. (“R-V”), with
R-V management owning the remaining 11.73% of the equity. As of June 30, 2011, Prospect’s equity investment cost basis was $1,682 and
$5,087 for warrants and common stock, respectively.
On November 30, 2012, Prospect made a $9,500 second lien term loan to R-V and R-V received an additional $4,000 of senior secured
financing from a third-party lender. The combined $13,500 of proceeds was partially utilized by R-V to pay a dividend to its common
stockholders in an aggregate amount equal to $13,288 (including $11,073 to Prospect recognized by Prospect as a dividend). The remaining
proceeds were used by R-V to pay $142 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income), $47 for
third party expenses and $23 for legal services provided by attorneys at Prospect Administration.
On June 12, 2013, Prospect provided an additional $23,250 to the second lien term loan to R-V. The proceeds were partially utilized by R-V to
pay a dividend to the common stockholders in an aggregate amount equal to $15,000 (including $13,240 dividend to Prospect). The remaining
proceeds were used to pay off $7,835 of outstanding debt due from R-V to a third-party, $11 for legal services provided by attorneys at Prospect
Administration and $404 was retained by R-V for working capital. On February 28, 2014, R-V repaid $2,339 of the second lien term loan due to
Prospect.
The following dividends were paid from R-V to Prospect and recognized by Prospect as dividend income:
July 1, 2011 to June 30, 2012
July 1, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
283
24,462
1,100
All dividends were paid from earnings and profits of R-V.
The following income was accrued and subsequently paid from R-V to Prospect and recognized by Prospect as interest income:
July 1, 2011 to June 30, 2012
July 1, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
—
781
3,188
189
The following amounts were due from R-V to Prospect for interest and included by Prospect within interest receivable on the respective
Consolidated Statement of Assets and Liabilities:
June 30, 2012
June 30, 2013
June 30, 2014
$
—
27
—
The following managerial assistance payments were paid from R-V to Prospect and subsequently remitted to Prospect Administration (no
income was recognized by Prospect):
July 1, 2011 to June 30, 2012
July 1, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
174
180
180
The following amounts were due from Prospect to Prospect Administration for reimbursement of managerial assistance payments for which
Prospect received payment on behalf of Prospect Administration (no direct income was recognized by Prospect):
June 30, 2012
June 30, 2013
June 30, 2014
$
45
15
45
The following payments were paid from R-V to Prospect Administration as reimbursement for legal, tax and portfolio level accounting services
provided directly to R-V (no direct income was recognized by Prospect, but Prospect was given credit for these payments as a reduction of the
administrative services costs payable by Prospect to Prospect Administration):
July 1, 2011 to June 30, 2012
July 1, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
—
37
—
STI Holding, Inc.
Prospect owns 100% of the equity of STI Holding, Inc. (“STI”), which owns 100% of the equity of Borga, Inc. (“Borga”). Borga manufactures
pre-engineered metal buildings and components for the agricultural and light industrial markets.
On May 6, 2005, Patriot Capital Funding, Inc. (previously acquired by Prospect) provided $14,000 in senior secured debt to Borga. The debt was
comprised of $1,000 Senior Secured Revolver, $3,500 Senior Secured Term Loan A, $2,500 Senior Secured Term Loan B and $7,000 Senior
Secured Term Loan C. On March 31, 2009, Borga made its final amortization payment on the Senior Secured Term Loan A. The other loans
remained outstanding. Prospect owned warrants to purchase 33,750 shares of common stock in Metal Buildings Holding Corporation (“Metal
Buildings”), the former holding company of Borga. Metal Buildings owned 100% of Borga, Inc.
On March 8, 2010, Prospect acquired the remaining common stock of Borga.
On January 24, 2014, Prospect contributed its holdings in Borga to STI. STI also holds $3,371 of proceeds from the sale of a minority equity
interest in SMART LLC (“Smart”). Prospect initially acquired membership interests in SMART indirectly as part of the Patriot acquisition on
December 2, 2009 recording a zero cost basis for the equity investment. The $3,371 was distributed to Prospect on May 29, 2014, of which
$3,246 was paid from earnings and profits of STI and was recognized as dividend income by Prospect. The remaining $125 was recognized as
return of capital by Prospect.
UPH Property Holdings, LLC
Prospect owns 100% of the equity of UPH Property Holdings, LLC (“UPH”). UPH owns 100% of the common equity of United Property
Holdings Corp. (“UPRC”). UPRC is a Maryland corporation and a qualified REIT for federal income tax purposes. In order to qualify as a
REIT, UPRC issued 125 shares of Series A Cumulative Non-Voting Preferred Stock to 125 accredited investors. The preferred stockholders are
entitled to receive cumulative dividends semi-annually at an annual rate of 12.5% and do not have the ability to participate in the management or
operation of UPRC.
190
UPRC was formed to acquire, operate, finance, lease, manage, and sell a portfolio of real estate assets and engage in any and all other activities
as may be necessary, incidental or convenient to carry out the foregoing. UPRC acquires real estate assets, including, but not limited to,
industrial, commercial, and multi-family properties.
On December 31, 2013, APRC distributed its majority interests in five JVs holding real estate assets to APH. APH then distributed these JV
interests to Prospect in a transaction characterized as a return of capital. Prospect, on the same day, contributed certain of these JV interests to
NPH and the remainder to UPH (each wholly-owned subsidiaries of Prospect). Each of NPH and UPH immediately thereafter contributed these
JV interests to NPRC and UPRC, respectively. The total investments in the JVs transferred to UPH and from UPH to UPRC consisted of
$18,855 and $3,707 of debt and equity financing, respectively. There was no material gain or loss realized on these transactions.
Effective as of April 1, 2014, Prospect made a new $19,027 senior term loan to UPRC. UPRC then distributed this amount to UPH as a return of
capital which was used to pay down the Senior Term Loan from UPH by the same amount. Effective April 1, 2014, United Property Holdings
Corp. was renamed United Property REIT Corp. (continues as “UPRC”). UPH continues to own 100% of the common equity of UPRC at June
30, 2014.
On June 4, 2014, Prospect made a $1,405 investment in UPH to purchase additional membership interests of UPH. The proceeds were utilized
by UPH to purchase additional UPRC common equity for $1,405. The proceeds were utilized by UPRC to acquire the real property located at
1201 West College, Marshall, MO (“Taco Bell, MO”) for $1,405.
The following cash distributions were declared and paid from UPRC to UPH and recorded as a return of capital by UPH:
The following interest income was accrued and subsequently paid by UPH to Prospect and recognized by Prospect as interest income:
December 31, 2013 to June 30, 2014
$
20,086
The following interest income was accrued and subsequently paid by UPRC to Prospect and recognized by Prospect as interest income:
December 31, 2013 to June 30, 2014
$
375
December 31, 2013 to June 30, 2014
$
553
At June 30, 2014, $6 of interest recognized above had not yet been paid by UPRC to Prospect and was included by Prospect within interest
receivable.
At June 30, 2014, $173 of interest from UPH was capitalized payment-in-kind interest and was included by Prospect in the investment cost
basis.
The following royalty payments were paid from UPH to Prospect and recognized by Prospect as other income:
The following royalty payments were paid from UPRC to Prospect and recognized by Prospect as other income:
December 31, 2013 to June 30, 2014
$
69
December 31, 2013 to June 30, 2014
$
87
The following managerial assistance payments were paid from UPRC to Prospect and subsequently remitted to Prospect Administration (no
income was recognized by Prospect):
Valley Electric Holdings I, Inc.
December 31, 2013 to June 30, 2014
$
100
As of June 30, 2014, Prospect owns 100% of the common stock of Valley Electric Holdings I, Inc. (“Valley Holdings I”). Valley Holdings I
owns 100% of Valley Electric Holdings II, Inc. (“Valley Holdings II”). Valley Holdings II owns 94.99% of Valley Electric Company, Inc.
(“Valley Electric”), with Valley Electric management owning the remaining 5.01% of the equity. Valley Electric owns 100% of the equity of VE
Company, Inc., which owns 100% of the equity of Valley Electric Co. of Mt. Vernon, Inc. (“Valley”), a leading provider of specialty electrical
services in the state of Washington and among the top 50 electrical contractors in the U.S.
191
On December 31, 2012, Prospect initially invested $52,098 (including 4,141,547 common shares of Prospect at a fair value of $44,650) in
exchange for $32,572 was in the form of a senior secured note of Valley Holdings I, a $10,000 senior secured note of Valley Electric (discussed
below) and $9,526 to purchase the common stock of Valley Holdings I. The proceeds were partially utilized by Valley Holdings I to purchase
100% of Valley Holdings II common stock for $40,528. The remaining proceeds at Valley Holdings I were used to pay $977 of structuring fees
from Valley Holdings I to Prospect (which were recognized by Prospect as structuring fee income), $345 for legal services provided by attorneys
at Prospect Administration and $248 was retained by Valley Holdings I as working capital. The $40,528 of proceeds received by Valley
Holdings II were subsequently used to purchase 96.3% of Valley Electric’s common stock. The $40,528 proceeds received by Valley Electric, in
addition to $1,500 co-invest from management, were used to fund an equity investment in Valley.
On December 31, 2012, Prospect invested $10,000 (as mentioned above) into Valley in the form of senior secured debt. Total proceeds of
$52,028 received by Valley (including $42,028 equity investment mentioned above) were used to purchase the equity of Valley from third-party
sellers for $45,650, pay $4,628 of third-party transaction expenses (including bonuses to Valley’s management of $2,320), pay $250 from Valley
to Prospect (which were recognized by Prospect as structuring fee income) and $1,500 was retained by Valley for working capital.
On June 24, 2014, Valley Holdings II and management of Valley formed Valley Electric and contributed their shares of Valley stock to Valley
Electric. Prospect made a new $20,471 senior secured loan to Valley Electric. Valley Electric then distributed this amount to Valley Holdings I,
via Valley Holdings II, as a return of capital which was used to pay down the senior secured note of Valley Holdings I by the same amount. The
remaining principal amount of the senior secured note, $16,754, was then contributed to the capital of Valley Holdings I. At June 30, 2014,
Prospect holds $30,581 of senior secured debt issued by Valley.
The following dividends were declared and paid from Valley to Valley Holdings II, which were subsequently distributed to and recognized as
dividend income by Valley Holdings I:
December 31, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
1,865
2,953
All dividends were paid from earnings and profits of Valley and Valley Holdings II.
The following cash payments from Valley Holdings I to Prospect were recorded as a repayment of loan receivable by Prospect:
December 31, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
—
20,471
The following cash payments from Valley to Prospect were recorded as a repayment of loan receivable by Prospect:
December 31, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
100
200
The following interest income was accrued and subsequently paid from Valley Holdings I to Prospect and recognized by Prospect as interest
income:
December 31, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
1,489
3,161
The following payment-in-kind interest was capitalized in the senior secured note to Valley Holdings I and recognized as interest income by
Prospect:
December 31, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
1,489
3,161
The following interest income was accrued by Prospect for interest due from Valley and recognized by Prospect as interest income:
December 31, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
408
820
At June 30, 2014, $3 of interest recognized above had not yet been paid by Valley to Prospect and was included by Prospect within interest
receivable.
192
The following payment-in-kind interest was capitalized in the senior secured note to Valley and recognized as interest income by Prospect:
December 31, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
125
255
The following interest income was accrued and subsequently paid from Valley Electric to Prospect for interest due and recognized by Prospect
as interest income:
December 31, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
—
74
At June 30, 2014, $45 of interest recognized above had not yet been paid by Valley Electric to Prospect and was included by Prospect within
interest receivable.
The following payment-in-kind interest was capitalized in the senior secured note to Valley Electric and recognized as interest income by
Prospect:
December 31, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
—
29
The following royalty payments were paid from Valley Holdings I to Prospect and recognized by Prospect as other income:
December 31, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
98
148
The following managerial assistance payments were paid from Valley to Prospect and subsequently remitted to Prospect Administration (no
income was recognized by Prospect):
December 31, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
150
300
The following payments were paid from Valley Holdings I to Prospect Administration as reimbursement for legal, tax and portfolio level
accounting services provided directly to Valley Holdings I (no direct income was recognized by Prospect, but Prospect was given credit for these
payments as a reduction of the administrative services costs payable to Prospect Administration resulting in a reduction of the overhead
allocation from Prospect Administration):
December 31, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
345
91
The following amounts were due from Valley Holdings I to Prospect for reimbursement of expenses and included by Prospect within other
receivables on the respective Consolidated Statement of Assets and Liabilities:
June 30, 2013
June 30, 2014
$
27
—
At June 30, 2014, Prospect had a $6 payable to Valley Holdings I for reimbursement in excess of expenses which was subsequently utilized to
pay other expenses by Prospect on behalf of Valley Holdings I.
Wolf Energy Holdings Inc.
Prospect owns 100% of the equity of Wolf Energy Holdings Inc. (“Wolf Energy Holdings”). Wolf Energy Holdings owns 100% of each of
Appalachian Energy Holdings LLC (“AEH”), Coalbed, LLC (“Coalbed”) and Wolf Energy, LLC (“Wolf Energy”). AEH owns 100% of C&S
Operating, LLC and Coalbed owns 100% of Coalbed Operator, LLC.
Wolf Energy Holdings is a holding company formed to hold 100% of the outstanding membership interests of each of AEH and Coalbed. The
membership interests and associated operating company debt of AEH and Coalbed, which were previously owned by Manx Energy, Inc.
(“Manx”), were assigned to Wolf Energy Holdings effective June 30, 2012. The purpose of assignment was to remove those activities from
Manx deemed non-core by the Manx convertible debt investors who were not interested in funding
193
those operations. In addition, effective June 29, 2012, C&J Cladding Holding Company, Inc. (“C&J Holdings”) merged with and into Wolf
Energy Holdings, with Wolf Energy Holdings as the surviving entity. At the time of the merger, C&J Holdings held the remaining undistributed
proceeds in cash from the sale of its membership interests in C&J Cladding, LLC (“C&J”) (discussed below). The merger was effectuated in
connection with the broader simplification of Prospect’s energy investment holdings.
On June 1, 2012, Prospect sold the membership interests in C&J for $5,500. Proceeds from the sale were used to pay a $3,000 distribution to
Prospect ($580 reduction in cost basis and $2,420 realized gain recognized by Prospect), an advisory fee of $1,500 from C&J to Prospect (which
was recognized by Prospect as other income) and $978 was retained by C&J as working capital to pay $22 of legal services provided by
attorneys at Prospect Administration and third-party expenses.
On June 30, 2012, AEH and Coalbed loans with a cost basis of $7,991 were assigned by Prospect to Wolf Energy Holdings Inc. from Manx
Energy, Inc.
On February 27, 2013, Prospect made a $50 senior secured debt investment senior secured to East Cumberland, L.L.C. (“East Cumberland”), a
former wholly-owned subsidiary of AEH with AEH as guarantor. Proceeds were used to pay off vendors.
On April 15, 2013, Prospect foreclosed on the assets of H&M Oil & Glass, LLC (“H&M”). At the time of foreclosure, H&M was in default on
loans receivables due to Prospect with a cost basis of $64,449. The assets previously held by H&M were assigned by Prospect to Wolf Energy in
exchange for a $66,000 term loan secured by the assets. The cost basis in this loan of $44,632 was determined in accordance with ASC 310-40,
Troubled Debt Restructurings by Creditors , and was equal to the fair value of assets at the time of transfer resulting in a capital loss of $19,647
in connection with the foreclosure on the assets. On May 17, 2013, Wolf Energy sold the assets located in Martin County, which were previously
held by H&M, for $66,000. Proceeds from the sale were primarily used to repay the loan and net profits interest receivable due to us resulting in
a realized capital gain of $11,826 offsetting the previously recognized loss. Prospect received $3,960 of structuring and advisory fees from Wolf
Energy during the year ended June 30, 2013 related to the sale and $991 under the net profits interest agreement which was recognized as other
income during the fiscal year ended June 30, 2013.
Effective June 6, 2014, Appalachian Energy Holdings LLC was renamed Appalachian Energy LLC (continues as “AEH”).
The following interest income was paid to Prospect for interest due from Wolf Energy and recognized by Prospect as interest income:
June 30, 2012
July 1, 2012 to June 30, 2013
July 1, 2013 to June 30, 2014
$
—
452
—
Note 15. Litigation
From time to time, we may become involved in various investigations, claims and legal proceedings that arise in the ordinary course of our
business. These matters may relate to intellectual property, employment, tax, regulation, contract or other matters. The resolution of these
matters as they arise will be subject to various uncertainties and, even if such claims are without merit, could result in the expenditure of
significant financial and managerial resources. During the year ended June 30, 2014 , we received $5,825 of legal cost reimbursement from a
litigation settlement, which had been expensed in prior quarters, and is recognized as other income on our consolidated financial statements. We
are not aware of any other material litigation as of the date of this report.
194
Note 16. Financial Highlights
The following is a schedule of financial highlights for each of the five years in the period ended June 30, 2014 :
2014
2013
2012
2011
2010
Year Ended June 30,
Per Share Data
Net asset value at beginning of year
Net investment income(1)
Net realized (loss) gain on investments(1)
Net change in unrealized (depreciation) appreciation on
investments(1)
Dividends to shareholders
Common stock transactions(2)
Fair value of equity issued for Patriot acquisition
Net asset value at end of year
Per share market value at end of year
Total return based on market value(3)
Total return based on net asset value(3)
$
$
$
$
$
$
10.72
1.19
(0.01 )
(0.12 )
(1.32 )
0.10
—
10.56
10.63
10.88 %
10.97 %
$
$
$
10.83
1.57
(0.13 )
(0.37 )
(1.28 )
0.10
—
10.72
10.80
6.24 %
10.91 %
$
$
$
10.36
1.63
0.32
(0.28 )
(1.22 )
0.02
—
10.83
11.39
27.21 %
18.03 %
$
$
$
10.30
1.10
0.19
0.09
(1.21 )
(0.11 )
—
10.36
10.11
17.22 %
12.54 %
12.40
1.13
(0.87 )
0.07
(1.33 )
(1.22 )
0.12
10.30
9.65
17.66 %
(6.82 %)
Shares of common stock outstanding at end of year
Weighted average shares of common stock outstanding
342,626,637
300,283,941
247,836,965
207,069,971
139,633,870
114,394,554
107,606,690
85,978,757
69,086,862
59,429,222
Ratios/Supplemental Data
Net assets at end of year
Portfolio turnover rate
Annualized ratio of operating expenses to average net
assets
Annualized ratio of net investment income to average net
assets
$ 3,618,182
$ 2,656,494
$ 1,511,974
$ 1,114,357
$ 711,424
15.21 %
29.24 %
29.06 %
27.63 %
21.61 %
11.11 %
11.50 %
10.73 %
8.47 %
7.54 %
11.18 %
14.86 %
14.92 %
10.60 %
10.69 %
(1) Financial highlights are based on the weighted average number of common shares outstanding for the period presented (except for dividends to shareholders
which is based on actual rate per share).
(2) Common stock transactions include the effect of our issuance of common stock in public offerings (net of underwriting and offering costs), shares issued in
connection with our dividend reinvestment plan and shares issued to acquire investments. The fair value of equity issued to acquire portfolio investments
from Patriot has been presented separately for the year ended June 30, 2010.
(3) Total return based on market value is based on the change in market price per share between the opening and ending market prices per share in each period
and assumes that dividends are reinvested in accordance with our dividend reinvestment plan. Total return based on net asset value is based upon the change
in net asset value per share between the opening and ending net asset values per share in each period and assumes that dividends are reinvested in
accordance with our dividend reinvestment plan.
195
Note 17. Selected Quarterly Financial Data (Unaudited)
The following table sets forth selected financial data for each quarter within the three years ended June 30, 2014 :
Investment Income
Net Investment Income
Net Realized and Unrealized
Gains (Losses)
Net Increase in Net Assets
from Operations
Quarter Ended
Total
Per Share(1)
Total
Per Share(1)
Total
Per Share(1)
Total
Per Share(1)
September 30, 2011
$
December 31, 2011
March 31, 2012
June 30, 2012
55,342 $
67,263
95,623
102,682
0.51 $
0.61
0.84
0.82
27,877 $
36,508
58,072
64,227
0.26 $
0.33
0.51
0.52
12,023 $
27,984
(7,863 )
(27,924 )
0.11 $
0.26
(0.07 )
(0.22 )
39,900 $
64,492
50,209
36,303
September 30, 2012
December 31, 2012
March 31, 2013
June 30, 2013
September 30, 2013
December 31, 2013
March 31, 2014
June 30, 2014
123,636
166,035
120,195
166,470
161,034
178,090
190,327
182,840
0.76
0.85
0.53
0.68
0.62
0.62
0.60
0.54
74,027
99,216
59,585
92,096
82,337
92,215
98,523
84,148
0.46
0.51
0.26
0.38
0.32
0.32
0.31
0.25
(26,778 )
(52,727 )
(15,156 )
(9,407 )
(2,437 )
(6,853 )
(16,422 )
(12,491 )
(0.17 )
(0.27 )
(0.07 )
(0.04 )
(0.01 )
(0.02 )
(0.06 )
(0.04 )
47,249
46,489
44,429
82,689
79,900
85,362
82,101
71,657
0.37
0.59
0.44
0.29
0.29
0.24
0.20
0.34
0.31
0.30
0.26
0.21
(1) Per share amounts are calculated using the weighted average number of common shares outstanding for the period presented. As such, the sum of the
quarterly per share amounts above will not necessarily equal the per share amounts for the fiscal year.
Note 18. Subsequent Events
On July 11, 2014, we increased total commitments to our Revolving Credit Facility by $10,000 to $867,500 in the aggregate.
On July 22, 2014, Injured Workers Pharmacy, LLC repaid the $22,678 loan receivable to us.
On July 23, 2014, Correctional Healthcare Holding Company, Inc. repaid the $27,100 loan receivable to us.
On July 23, 2014, we increased total commitments to our Revolving Credit Facility by $10,000 to $877,500 in the aggregate.
On July 24, 2014, we issued 98,503 shares of our common stock in connection with the dividend reinvestment plan.
On July 28, 2014, Tectum Holdings, Inc. repaid the $10,000 loan receivable to us.
On August 1, 2014, we sold our investments in AMU Holdings Inc. and Airmall Inc. for net proceeds of $51,379. In addition, there is $6,000
being held in escrow, of which 98% is due to Prospect, which will be recognized if and when received.
On August 5, 2014, we made an investment of $39,105 to purchase 70.94% of the subordinated notes in CIFC Funding 2014-IV, Ltd.
On August 13, 2014, we provided $210,000 of senior secured financing, of which $200,000 was funded at closing, to support the recapitalization
of Trinity Services Group, Inc., a leading food services company in the H.I.G. Capital portfolio.
On August 14, 2014, we announced the then current conversion rate on the 2018 Notes as 83.6661 shares of common stock per $1 principal
amount of the 2018 Notes converted, which is equivalent to a conversion price of approximately $11.95.
On August 21, 2014, we issued 129,435 shares of our common stock in connection with the dividend reinvestment plan.
On August 22, 2014, Byrider Systems Acquisition Corp. repaid the $11,177 loan receivable to us.
On August 22, 2014, Capstone Logistics, LLC repaid the $189,941 loan receivable to us.
On August 22, 2014, TriMark USA, LLC repaid the $10,000 loan receivable to us.
196
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Not applicable.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of June 30, 2014 , we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in
Rule 13a-15(e) of the 1934 Act). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer,
concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed
in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and
that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer,
as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures,
management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of
achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of such possible controls and procedures.
Report of Management on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, and for performing an assessment
of the effectiveness of internal control over financial reporting as of June 30, 2014 . Internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. The Company's internal control over financial reporting includes those
policies and procedures that (i) pertain to assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a
material effect on the financial statements.
Management performed an assessment of the effectiveness of the Company's internal control over financial reporting as of June 30, 2014 based
upon criteria in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO"). Based on our assessment, management determined that the Company's internal control over financial reporting was
effective as of June 30, 2014 based on the criteria on Internal Control—Integrated Framework (1992) issued by COSO. There were no changes
in our internal control over financial reporting during the quarter ended June 30, 2014 that have materially affected, or are reasonably likely to
affect, our internal control over financial reporting.
Our management's assessment of the effectiveness of our internal control over financial reporting as of June 30, 2014 has been audited by BDO
USA, LLP, an independent registered public accounting firm, as stated in their report which appears herein.
197
Report of Independent Registered Public Accounting Firm
Board of Directors and Shareholders
Prospect Capital Corporation
New York, New York
We have audited Prospect Capital Corporation's internal control over financial reporting as of June 30, 2014 , based on criteria established in
Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO
criteria). Prospect Capital Corporation's management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying "Item 9A, Report of Management on
Internal Control Over Financial Reporting." Our responsibility is to express an opinion on the company's internal control over financial reporting
based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk
that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.
Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A
company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Prospect Capital Corporation maintained, in all material respects, effective internal control over financial reporting as of June 30,
2014 , based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated
statements of assets and liabilities of Prospect Capital Corporation, including the consolidated schedules of investments, as of June 30, 2014 and
2013 , and the related consolidated statements of operations, changes in net assets, and cash flows for each of the three years in the period ended
June 30, 2014 , and the financial highlights for each of the five years in the period ended June 30, 2014 , and our report dated August 25, 2014
expressed an unqualified opinion thereon.
/s/ BDO USA, LLP
BDO USA, LLP
New York, New York
August 25, 2014
198
Item 9B. Other Information
Not applicable.
Item 10. Directors, Executive Officers and Corporate Governance
Section 16(a) Beneficial Ownership Reporting Compliance
PART III
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's directors and executive officers, and persons who
own more than 10% of the Company's common stock to file reports of ownership and changes in ownership with the Securities and Exchange
Commission. To the Company's knowledge, during the fiscal year ended June 30, 2014 , the Company's officers, directors and greater than 10%
stockholders had complied with all Section 16(a) filing requirements.
The information required by Item 10 is hereby incorporated by reference from our 2014 Proxy Statement.
Code of Ethics
We, Prospect Capital Management and Prospect Administration have each adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act
that establishes procedures for personal investments and restricts certain personal securities transactions. Personnel subject to each code may
invest in securities for their personal investment accounts, including securities that may be purchased or held by us, so long as such investments
are made in accordance with the code's requirements. For information on how to obtain a copy of each code of ethics, see "Available
Information" in Part I of this Annual Report.
Item 11. Executive Compensation
The information required by Item 11 is hereby incorporated by reference from our 2014 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by Item 12 is hereby incorporated by reference from our 2014 Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by Item 13 is hereby incorporated by reference from our 2014 Proxy Statement.
Item 14. Principal Accounting Fees and Services
The information required by Item 14 is hereby incorporated by reference from our 2014 Proxy Statement.
Item 15. Exhibits, Financial Statement Schedules
The following documents are filed as part of this Annual Report:
PART IV
1. Financial Statements – See the Index to Consolidated Financial Statements in Item 8 of this report.
2. Financial Statement Schedules – The schedules for which provision is made in the applicable accounting regulations of the Securities and
Exchange Commission ("SEC") are not required under the related instructions or are inapplicable and, therefore, have been omitted.
3. Exhibits – The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the
SEC (according to the number assigned to them in Item 601 of Regulation S-K):
199
Exhibit No.
3.1 Articles of Amendment and Restatement, as amended(1)
3.2 Amended and Restated Bylaws(2)
4.1
Form of Share Certificate(3)
4.2
Indenture dated as of December 21, 2010 relating to the 6.25% Senior Convertible Notes, by and between the Registrant and
American Stock Transfer & Trust Company, as Trustee (7)
4.3
Form of 6.25% Senior Convertible Note due 2015 (8)
4.4
Indenture dated as of February 18, 2011 relating to the 5.50% Senior Convertible Notes, by and between the Registrant and
American Stock Transfer & Trust Company, as Trustee (9)
4.5
Form of 5.50% Senior Convertible Note due 2016 (10)
4.6
Indenture dated as of February 16, 2012, by and between the Registrant and American Stock Transfer & Trust Company,
LLC, as Trustee (11)
4.7
First Supplemental Indenture dated as of March 1, 2012, to the Indenture dated as of February 16, 2012, by and between the
Registrant and American Stock Transfer & Trust Company, LLC, as Trustee (11)
4.8
Form of 7.00% Prospect Capital InterNote® due 2022 (included as part of Exhibit 4.7)(11)
4.9
Second Supplemental Indenture dated as of March 8, 2012, to the Indenture dated as of February 16, 2012, by and between
the Registrant and American Stock Transfer & Trust Company, LLC, as Trustee (12)
4.10 Form of 6.900% Prospect Capital InterNote® due 2022 (included as part of Exhibit 4.9)(12)
4.11
Joinder Supplemental Indenture dated as of March 8, 2012, to the Indenture dated as of February 16, 2012, by and among the
Registrant, American Stock Transfer & Trust Company, LLC, as Original Trustee, and U.S. Bank National Association, as
Series Trustee (12)
4.12 Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant,
American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor
Trustee (13)
4.13 Third Supplemental Indenture dated as of April 5, 2012, to the Indenture dated as of February 16, 2012, as amended by that
certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant,
American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor
Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (14)
4.14 Form of 6.850% Prospect Capital InterNote® due 2022 (included as part of Exhibit 4.13)(14)
4.15 Fourth Supplemental Indenture dated as of April 12, 2012, to the Indenture dated as of February 16, 2012, as amended by
that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the
Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as
Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (15)
4.16 Form of 6.700% Prospect Capital InterNote® due 2022 (included as part of Exhibit 4.15)(15)
4.17
Indenture dated as of April 16, 2012 relating to the 5.375% Senior Convertible Notes, by and between the Registrant and
American Stock Transfer & Trust Company, as Trustee (16)
4.18 Form of 5.375% Senior Convertible Note due 2017 (17)
4.19 Fifth Supplemental Indenture dated as of April 26, 2012, to the Indenture dated as of February 16, 2012, as amended by that
certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant,
American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor
Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (18)
4.20 Form of 6.500% Prospect Capital InterNote® due 2022 (included as part of Exhibit 4.19)(18)
4.21 Supplemental Indenture dated as of May 1, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain
Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant,
American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor
Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (19)
4.22 Form of Global Note 6.95% Senior Note due 2022 (20)
4.23 Sixth Supplemental Indenture dated as of June 14, 2012, to the Indenture dated as of February 16, 2012, as amended by that
certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant,
American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor
Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (21)
4.24 Form of 6.950% Prospect Capital InterNote® due 2022 (included as part of Exhibit 4.23)(21)
200
Exhibit No.
4.25 Seventh Supplemental Indenture dated as of June 28, 2012, to the Indenture dated as of February 16, 2012, as amended by
that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the
Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as
Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (22)
4.26 Form of 6.550% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.25)(22)
4.27 Eighth Supplemental Indenture dated as of July 6, 2012, to the Indenture dated as of February 16, 2012, as amended by that
certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant,
American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor
Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (23)
4.28 Form of 6.450% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.27)(23)
4.29 Ninth Supplemental Indenture dated as of July 12, 2012, to the Indenture dated as of February 16, 2012, as amended by that
certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant,
American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor
Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (24)
4.30 Form of 6.350% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.29)(24)
4.31 Tenth Supplemental Indenture dated as of July 19, 2012, to the Indenture dated as of February 16, 2012, as amended by that
certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant,
American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor
Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (25)
4.32 Form of 6.300% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.31)(25)
4.33 Eleventh Supplemental Indenture dated as of July 26, 2012, to the Indenture dated as of February 16, 2012, as amended by
that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the
Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as
Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (26)
4.34 Form of 6.200% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.33)(26)
4.35 Twelfth Supplemental Indenture dated as of August 2, 2012, to the Indenture dated as of February 16, 2012, as amended by
that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the
Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as
Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (27)
4.36 Form of 6.150% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.35)(27)
4.37 Thirteenth Supplemental Indenture dated as of August 9, 2012, to the Indenture dated as of February 16, 2012, as amended
by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the
Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as
Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (28)
4.38 Form of 6.150% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.37)(28)
4.39
Indenture dated as of August 14, 2012 relating to the 5.75% Senior Convertible Notes, by and between the Registrant and
American Stock Transfer & Trust Company, as Trustee (29)
4.40 Form of 5.75% Senior Convertible Note due 2018 (30)
4.41 Fourteenth Supplemental Indenture dated as of August 16, 2012, to the Indenture dated as of February 16, 2012, as amended
by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the
Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as
Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (31)
4.42 Form of 6.100% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.41)(31)
4.43 Fifteenth Supplemental Indenture dated as of August 23, 2012, to the Indenture dated as of February 16, 2012, as amended
by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the
Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as
Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (32)
4.44 Form of 6.050% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.43)(32)
4.45 Sixteenth Supplemental Indenture dated as of September 7, 2012, to the Indenture dated as of February 16, 2012, as amended
by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the
Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as
Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (33)
4.46 Form of 6.000% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.45)(33)
201
Exhibit No.
4.47 Seventeenth Supplemental Indenture dated as of September 13, 2012, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (34)
4.48 Form of 5.950% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.47)(34)
4.49 Eighteenth Supplemental Indenture dated as of September 20, 2012, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (35)
4.50 Form of 5.900% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.49)(35)
4.51 Nineteenth Supplemental Indenture dated as of September 27, 2012, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (36)
4.52 Form of 5.850% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.51)(36)
4.53 Twentieth Supplemental Indenture dated as of October 4, 2012, to the Indenture dated as of February 16, 2012, as amended
by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the
Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as
Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (37)
4.54 Form of 5.700% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.53)(37)
4.55 Twenty-First Supplemental Indenture dated as of November 23, 2012, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (38)
4.56 Form of 5.125% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.55)(38)
4.57 Twenty-Second Supplemental Indenture dated as of November 23, 2012, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (38)
4.58 Form of 6.625% Prospect Capital InterNote® due 2042 (included as part of Exhibit 4.57)(38)
4.59 Twenty-Third Supplemental Indenture dated as of November 29, 2012, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (39)
4.60 Form of 5.000% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.59)(39)
4.61 Twenty-Fourth Supplemental Indenture dated as of November 29, 2012, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (39)
4.62 Form of 5.750% Prospect Capital InterNote® due 2032 (included as part of Exhibit 4.61)(39)
4.63 Twenty-Fifth Supplemental Indenture dated as of November 29, 2012, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (39)
4.64 Form of 6.500% Prospect Capital InterNote® due 2042 (included as part of Exhibit 4.63)(39)
4.65 Twenty-Sixth Supplemental Indenture dated as of December 6, 2012, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (40)
4.66 Form of 4.875% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.65)(40)
4.67 Twenty-Seventh Supplemental Indenture dated as of December 6, 2012, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (40)
4.68 Form of 5.625% Prospect Capital InterNote® due 2032 (included as part of Exhibit 4.67)(40)
202
Exhibit No.
4.69 Twenty-Eighth Supplemental Indenture dated as of December 6, 2012, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (40)
4.70 Form of 6.375% Prospect Capital InterNote® due 2042 (included as part of Exhibit 4.69)(40)
4.71 Twenty-Ninth Supplemental Indenture dated as of December 13, 2012, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (41)
4.72 Form of 4.750% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.71)(41)
4.73 Thirtieth Supplemental Indenture dated as of December 13, 2012, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (41)
4.74 Form of 5.250% Prospect Capital InterNote® due 2030 (included as part of Exhibit 4.73)(41)
4.75 Thirty-First Supplemental Indenture dated as of December 13, 2012, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (41)
4.76 Form of 6.250% Prospect Capital InterNote® due 2042 (included as part of Exhibit 4.75)(41)
4.77 Thirty-Second Supplemental Indenture dated as of December 20, 2012, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (42)
4.78 Form of 4.625% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.77)(42)
4.79 Thirty-Third Supplemental Indenture dated as of December 20, 2012, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (42)
4.80 Form of 5.125% Prospect Capital InterNote® due 2030 (included as part of Exhibit 4.79)(42)
4.81 Thirty-Fourth Supplemental Indenture dated as of December 20, 2012, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (42)
4.82 Form of 6.125% Prospect Capital InterNote® due 2042 (included as part of Exhibit 4.81)(42)
4.83
Indenture dated as of December 21, 2012, by and between the Registrant and American Stock Transfer & Trust Company, as
Trustee (43)
4.84 Form of Global Note 5.875% Convertible Senior Note Due 2019 (44)
4.85 Thirty-Fifth Supplemental Indenture dated as of December 28, 2012, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (45)
4.86 Form of 4.500% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.85)(45)
4.87 Thirty-Sixth Supplemental Indenture dated as of December 28, 2012, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (45)
4.88 Form of 5.000% Prospect Capital InterNote® due 2030 (included as part of Exhibit 4.87)(45)
4.89 Thirty-Seventh Supplemental Indenture dated as of December 28, 2012, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (45)
4.90 Form of 6.000% Prospect Capital InterNote® due 2042 (included as part of Exhibit 4.89)(45)
203
Exhibit No.
4.91 Thirty-Eighth Supplemental Indenture dated as of January 4, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (46)
4.92 Form of 4.375% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.91)(46)
4.93 Thirty-Ninth Supplemental Indenture dated as of January 4, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (46)
4.94 Form of 4.875% Prospect Capital InterNote® due 2031 (included as part of Exhibit 4.93)(46)
4.95 Fortieth Supplemental Indenture dated as of January 4, 2013, to the Indenture dated as of February 16, 2012, as amended by
that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the
Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as
Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (46)
4.96 Form of 5.875% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.95)(46)
4.97 Forty-First Supplemental Indenture dated as of January 10, 2013, to the Indenture dated as of February 16, 2012, as amended
by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the
Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as
Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (47)
4.98 Form of 4.250% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.97)(47)
4.99 Forty-Second Supplemental Indenture dated as of January 10, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (47)
4.100 Form of 4.750% Prospect Capital InterNote® due 2031 (included as part of Exhibit 4.99)(47)
4.101 Forty-Third Supplemental Indenture dated as of January 10, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (47)
4.102 Form of 5.750% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.101)(47)
4.103 Forty-Fourth Supplemental Indenture dated as of January 17, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (48)
4.104 Form of 4.125% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.103)(48)
4.105 Forty-Fifth Supplemental Indenture dated as of January 17, 2013, to the Indenture dated as of February 16, 2012, as amended
by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the
Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as
Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (48)
4.106 Form of 4.625% Prospect Capital InterNote® due 2031 (included as part of Exhibit 4.105)(48)
4.107 Forty-Sixth Supplemental Indenture dated as of January 17, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (48)
4.108 Form of 5.625% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.107)(48)
4.109 Forty-Seventh Supplemental Indenture dated as of January 25, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (49)
4.110 Form of 4.000% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.109)(49)
4.111 Forty-Eighth Supplemental Indenture dated as of January 25, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (49)
4.112 Form of 4.500% Prospect Capital InterNote® due 2031 (included as part of Exhibit 4.111)(49)
204
Exhibit No.
4.113 Forty-Ninth Supplemental Indenture dated as of January 25, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (49)
4.114 Form of 5.500% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.113)(49)
4.115 Fiftieth Supplemental Indenture dated as of January 31, 2013, to the Indenture dated as of February 16, 2012, as amended by
that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the
Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as
Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (50)
4.116 Form of 4.000% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.115)(50)
4.117 Fifty-First Supplemental Indenture dated as of January 31, 2013, to the Indenture dated as of February 16, 2012, as amended
by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the
Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as
Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (50)
4.118 Form of 4.500% Prospect Capital InterNote® due 2031 (included as part of Exhibit 4.117)(50)
4.119 Fifty-Second Supplemental Indenture dated as of January 31, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (50)
4.120 Form of 5.500% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.119)(50)
4.121 Fifty-Third Supplemental Indenture dated as of February 7, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (51)
4.122 Form of 4.000% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.121)(51)
4.123 Fifty-Fourth Supplemental Indenture dated as of February 7, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (51)
4.124 Form of 4.500% Prospect Capital InterNote® due 2031 (included as part of Exhibit 4.123)(51)
4.125 Fifty-Fifth Supplemental Indenture dated as of February 7, 2013, to the Indenture dated as of February 16, 2012, as amended
by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the
Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as
Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (51)
4.126 Form of 5.500% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.125)(51)
4.127 Fifty-Sixth Supplemental Indenture dated as of February 22, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (52)
4.128 Form of 4.000% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.127)(52)
4.129 Fifty-Seventh Supplemental Indenture dated as of February 22, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (52)
4.130 Form of 4.500% Prospect Capital InterNote® due 2031 (included as part of Exhibit 4.129)(52)
4.131 Fifty-Eighth Supplemental Indenture dated as of February 22, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (52)
4.132 Form of 5.500% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.131)(52)
4.133 Fifty-Ninth Supplemental Indenture dated as of February 28, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (53)
4.134 Form of 4.000% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.133)(53)
205
Exhibit No.
4.135 Sixtieth Supplemental Indenture dated as of February 28, 2013, to the Indenture dated as of February 16, 2012, as amended
by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the
Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as
Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (53)
4.136 Form of 4.500% Prospect Capital InterNote® due 2031 (included as part of Exhibit 4.135)(53)
4.137 Sixty-First Supplemental Indenture dated as of February 28, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (53)
4.138 Form of 5.500% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.137)(53)
4.139 Sixty-Second Supplemental Indenture dated as of March 7, 2013, to the Indenture dated as of February 16, 2012, as amended
by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the
Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as
Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (54)
4.140 Form of 4.000% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.139)(54)
4.141 Sixty-Third Supplemental Indenture dated as of March 7, 2013, to the Indenture dated as of February 16, 2012, as amended
by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the
Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as
Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (54)
4.142 Form of 4.500% Prospect Capital InterNote® due 2031 (included as part of Exhibit 4.141)(54)
4.143 Sixty-Fourth Supplemental Indenture dated as of March 7, 2013, to the Indenture dated as of February 16, 2012, as amended
by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the
Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as
Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (54)
4.144 Form of 5.500% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.143)(54)
4.145 Sixty-Fifth Supplemental Indenture dated as of March 14, 2013, to the Indenture dated as of February 16, 2012, as amended
by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the
Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as
Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (55)
4.146 Form of 4.000% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.145)(55)
4.147 Sixty-Sixth Supplemental Indenture dated as of March 14, 2013, to the Indenture dated as of February 16, 2012, as amended
by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the
Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as
Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (55)
4.148 Form of 4.125% to 6.000% Prospect Capital InterNote® due 2031 (included as part of Exhibit 4.147)(55)
4.149 Sixty-Seventh Supplemental Indenture dated as of March 14, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (55)
4.150 Form of 5.500% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.149)(55)
4.151 Sixty-Eighth Supplemental Indenture dated as of March 14, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (55)
4.152 Form of Floating Prospect Capital InterNote® due 2023 (included as part of Exhibit 4.151)(55)
4.153 Supplemental Indenture dated as of March 15, 2013, to the Indenture dated as of February 16, 2012, as amended by that
certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant,
American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor
Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (56)
4.154 Form of Global Note 5.875% Senior Note due 2023 (57)
4.155 Sixty-Ninth Supplemental Indenture dated as of March 21, 2013, to the Indenture dated as of February 16, 2012, as amended
by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the
Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as
Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (58)
4.156 Form of 4.000% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.155)(58)
206
Exhibit No.
4.157 Seventieth Supplemental Indenture dated as of March 21, 2013, to the Indenture dated as of February 16, 2012, as amended
by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the
Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as
Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (58)
4.158 Form of 4.125% to 6.000% Prospect Capital InterNote® due 2031 (included as part of Exhibit 4.157)(58)
4.159 Seventy-First Supplemental Indenture dated as of March 21, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (58)
4.160 Form of 5.500% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.159)(58)
4.161 Seventy-Second Supplemental Indenture dated as of March 21, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (58)
4.162 Form of Floating Prospect Capital InterNote® due 2023 (included as part of Exhibit 4.161)(58)
4.163 Seventy-Third Supplemental Indenture dated as of March 28, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (59)
4.164 Form of 4.000% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.163)(59)
4.165 Seventy-Fourth Supplemental Indenture dated as of March 28, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (59)
4.166 Form of 4.125% to 6.000% Prospect Capital InterNote® due 2031 (included as part of Exhibit 4.165)(59)
4.167 Seventy-Fifth Supplemental Indenture dated as of March 28, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (59)
4.168 Form of 5.500% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.167)(59)
4.169 Seventy-Sixth Supplemental Indenture dated as of March 28, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (59)
4.170 Form of Floating Prospect Capital InterNote® due 2023 (included as part of Exhibit 4.169)(59)
4.171 Seventy-Seventh Supplemental Indenture dated as of April 4, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (61)
4.172 Form of 4.000% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.171)(61)
4.173 Seventy-Eighth Supplemental Indenture dated as of April 4, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (61)
4.174 Form of 4.625% to 6.500% Prospect Capital InterNote® due 2031 (included as part of Exhibit 4.173)(61)
4.175 Seventy-Ninth Supplemental Indenture dated as of April 4, 2013, to the Indenture dated as of February 16, 2012, as amended
by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the
Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as
Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (61)
4.176 Form of 5.500% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.175)(61)
4.177 Eightieth Supplemental Indenture dated as of April 4, 2013, to the Indenture dated as of February 16, 2012, as amended by
that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the
Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as
Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (61)
4.178 Form of Floating Prospect Capital InterNote® due 2023 (included as part of Exhibit 4.177)(61)
207
Exhibit No.
4.179 Eighty-First Supplemental Indenture dated as of April 11, 2013, to the Indenture dated as of February 16, 2012, as amended
by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the
Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as
Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (62)
4.180 Form of 4.500% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.179)(62)
4.181 Eighty-Second Supplemental Indenture dated as of April 11, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (62)
4.182 Form of 5.500% Prospect Capital InterNote® due 2031 (included as part of Exhibit 4.181)(62)
4.183 Eighty-Third Supplemental Indenture dated as of April 11, 2013, to the Indenture dated as of February 16, 2012, as amended
by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the
Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as
Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (62)
4.184 Form of 6.000% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.183)(62)
4.185 Eighty-Fourth Supplemental Indenture dated as of April 11, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (62)
4.186 Form of Floating Prospect Capital InterNote® due 2023 (included as part of Exhibit 4.185)(62)
4.187 Eighty-Fifth Supplemental Indenture dated as of April 18, 2013, to the Indenture dated as of February 16, 2012, as amended
by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the
Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as
Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (63)
4.188 Form of 5.000% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.187)(63)
4.189 Eighty-Sixth Supplemental Indenture dated as of April 18, 2013, to the Indenture dated as of February 16, 2012, as amended
by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the
Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as
Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (63)
4.190 Form of 5.500% Prospect Capital InterNote® due 2031 (included as part of Exhibit 4.189)(63)
4.191 Eighty-Seventh Supplemental Indenture dated as of April 18, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (63)
4.192 Form of 6.000% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.191)(63)
4.193 Eighty-Eighth Supplemental Indenture dated as of April 25, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (64)
4.194 Form of 5.000% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.193)(64)
4.195 Eighty-Ninth Supplemental Indenture dated as of April 25, 2013, to the Indenture dated as of February 16, 2012, as amended
by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the
Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as
Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (64)
4.196 Form of 5.500% Prospect Capital InterNote® due 2031 (included as part of Exhibit 4.195)(64)
4.197 Ninetieth Supplemental Indenture dated as of April 25, 2013, to the Indenture dated as of February 16, 2012, as amended by
that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the
Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as
Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (64)
4.198 Form of 6.000% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.197)(64)
4.199 Ninety-First Supplemental Indenture dated as of May 2, 2013, to the Indenture dated as of February 16, 2012, as amended by
that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the
Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as
Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (65)
4.200 Form of 5.000% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.199)(65)
208
Exhibit No.
4.201 Ninety-Second Supplemental Indenture dated as of May 2, 2013, to the Indenture dated as of February 16, 2012, as amended
by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the
Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as
Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (65)
4.202 Form of 5.750% Prospect Capital InterNote® due 2031 (included as part of Exhibit 4.201)(65)
4.203 Ninety-Third Supplemental Indenture dated as of May 2, 2013, to the Indenture dated as of February 16, 2012, as amended
by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the
Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as
Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (65)
4.204 Form of 6.250% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.203)(65)
4.205 Ninety-Fourth Supplemental Indenture dated as of May 9, 2013, to the Indenture dated as of February 16, 2012, as amended
by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the
Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as
Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (66)
4.206 Form of 5.000% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.205)(66)
4.207 Ninety-Fifth Supplemental Indenture dated as of May 9, 2013, to the Indenture dated as of February 16, 2012, as amended by
that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the
Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as
Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (66)
4.208 Form of 5.750% Prospect Capital InterNote® due 2031 (included as part of Exhibit 4.207)(66)
4.209 Ninety-Sixth Supplemental Indenture dated as of May 9, 2013, to the Indenture dated as of February 16, 2012, as amended
by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the
Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as
Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (66)
4.210 Form of 6.250% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.209)(66)
4.211 Ninety-Seventh Supplemental Indenture dated as of May 23, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (67)
4.212 Form of 5.000% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.211)(67)
4.213 Ninety-Eighth Supplemental Indenture dated as of May 23, 2013, to the Indenture dated as of February 16, 2012, as amended
by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the
Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as
Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (67)
4.214 Form of 5.750% Prospect Capital InterNote® due 2031 (included as part of Exhibit 4.213)(67)
4.215 Ninety-Ninth Supplemental Indenture dated as of May 23, 2013, to the Indenture dated as of February 16, 2012, as amended
by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the
Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as
Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (67)
4.216 Form of 6.250% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.215)(67)
4.217 One Hundredth Supplemental Indenture dated as of May 23, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (67)
4.218 Form of 5.000% to 7.000% Prospect Capital InterNote® due 2028 (included as part of Exhibit 4.217)(67)
4.219 One Hundred-First Supplemental Indenture dated as of May 31, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (68)
4.220 Form of 5.000% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.219)(68)
4.221 One Hundred-Second Supplemental Indenture dated as of May 31, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (68)
4.222 Form of 5.750% Prospect Capital InterNote® due 2031 (included as part of Exhibit 4.221)(68)
209
Exhibit No.
4.223 One Hundred-Third Supplemental Indenture dated as of May 31, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (68)
4.224 Form of 6.250% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.223)(68)
4.225 One Hundred-Fourth Supplemental Indenture dated as of June 6, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (69)
4.226 Form of 5.000% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.225)(69)
4.227 One Hundred-Fifth Supplemental Indenture dated as of June 6, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (69)
4.228 Form of 5.750% Prospect Capital InterNote® due 2031 (included as part of Exhibit 4.227)(69)
4.229 One Hundred-Sixth Supplemental Indenture dated as of June 6, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (69)
4.230 Form of 6.250% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.229)(69)
4.231 One Hundred-Seventh Supplemental Indenture dated as of June 6, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (69)
4.232 Form of 5.000% to 7.000% Prospect Capital InterNote® due 2028 (included as part of Exhibit 4.231)(69)
4.233 One Hundred-Eighth Supplemental Indenture dated as of June 13, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (70)
4.234 Form of 5.000% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.233)(70)
4.235 One Hundred-Ninth Supplemental Indenture dated as of June 13, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (70)
4.236 Form of 5.750% Prospect Capital InterNote® due 2031 (included as part of Exhibit 4.235)(70)
4.237 One Hundred-Tenth Supplemental Indenture dated as of June 13, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (70)
4.238 Form of 6.250% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.237)(70)
4.239 One Hundred-Eleventh Supplemental Indenture dated as of June 20, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (71)
4.240 Form of 5.000% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.239)(71)
4.241 One Hundred-Twelfth Supplemental Indenture dated as of June 20, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (71)
4.242 Form of 5.750% Prospect Capital InterNote® due 2031 (included as part of Exhibit 4.241)(71)
4.243 One Hundred-Thirteenth Supplemental Indenture dated as of June 20, 2013, to the Indenture dated as of February 16, 2012,
as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and
among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (71)
4.244 Form of 6.250% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.243)(71)
210
Exhibit No.
4.245 One Hundred-Fourteenth Supplemental Indenture dated as of June 27, 2013, to the Indenture dated as of February 16, 2012,
as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and
among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (72)
4.246 Form of 5.250% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.245)(72)
4.247 One Hundred-Fifteenth Supplemental Indenture dated as of June 27, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (72)
4.248 Form of 6.000% Prospect Capital InterNote® due 2031 (included as part of Exhibit 4.247)(72)
4.249 One Hundred-Sixteenth Supplemental Indenture dated as of June 27, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee (72)
4.250 Form of 6.500% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.249)(72)
4.251 One Hundred-Seventeenth Supplemental Indenture dated as of July 5, 2013, to the Indenture dated as of February 16, 2012,
as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and
among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(73)
4.252 Form of 4.750% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.251)(73)
4.253 One Hundred-Eighteenth Supplemental Indenture dated as of July 5, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(73)
4.254 Form of 5.500% Prospect Capital InterNote® due 2031 (included as part of Exhibit 4.253)(73)
4.255 One Hundred-Nineteenth Supplemental Indenture dated as of July 5, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(73)
4.256 Form of 6.250% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.255)(73)
4.257 One Hundred-Twentieth Supplemental Indenture dated as of July 5, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(73)
4.258 Form of 6.750% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.257)(73)
4.259 One Hundred Twenty-First Supplemental Indenture dated as of July 11, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(74)
4.260 Form of 4.750% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.259)(74)
4.261 One Hundred Twenty-Second Supplemental Indenture dated as of July 11, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(74)
4.262 Form of 5.500% Prospect Capital InterNote® due 2031 (included as part of Exhibit 4.261)(74)
4.263 One Hundred Twenty-Third Supplemental Indenture dated as of July 11, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(74)
4.264 Form of 6.250% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.263)(74)
4.265 One Hundred Twenty-Fourth Supplemental Indenture dated as of July 11, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(74)
4.266 Form of 6.750% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.265)(74)
211
Exhibit No.
4.267 One Hundred Twenty-Fifth Supplemental Indenture dated as of July 18, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(75)
4.268 Form of 5.000% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.267)(75)
4.269 One Hundred Twenty-Sixth Supplemental Indenture dated as of July 18, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(75)
4.270 Form of 5.750% Prospect Capital InterNote® due 2031 (included as part of Exhibit 4.269)(75)
4.271 One Hundred Twenty-Seventh Supplemental Indenture dated as of July 18, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(75)
4.272 Form of 6.250% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.271)(75)
4.273 One Hundred Twenty-Eighth Supplemental Indenture dated as of July 18, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(75)
4.274 Form of 6.750% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.273)(75)
4.275 One Hundred Twenty-Ninth Supplemental Indenture dated as of July 25, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(76)
4.276 Form of 5.000% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.275)(76)
4.277 One Hundred Thirtieth Supplemental Indenture dated as of July 25, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(76)
4.278 Form of 5.750% Prospect Capital InterNote® due 2031 (included as part of Exhibit 4.277)(76)
4.279 One Hundred Thirty-First Supplemental Indenture dated as of July 25, 2013, to the Indenture dated as of February 16, 2012,
as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and
among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(76)
4.280 Form of 6.250% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.279)(76)
4.281 One Hundred Thirty-Second Supplemental Indenture dated as of July 25, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(76)
4.282 Form of 6.750% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.281)(76)
4.283 One Hundred Thirty-Third Supplemental Indenture dated as of August 1, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(77)
4.284 Form of 5.000% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.283)(77)
4.285 One Hundred Thirty-Fourth Supplemental Indenture dated as of August 1, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(77)
4.286 Form of 5.750% Prospect Capital InterNote® due 2021 (included as part of Exhibit 4.285)(77)
4.287 One Hundred Thirty-Fifth Supplemental Indenture dated as of August 1, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(77)
4.288 Form of 6.125% Prospect Capital InterNote® due 2031 (included as part of Exhibit 4.287)(77)
212
Exhibit No.
4.289 One Hundred Thirty-Sixth Supplemental Indenture dated as of August 1, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(77)
4.290 Form of 6.625% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.289)(77)
4.291 One Hundred Thirty-Seventh Supplemental Indenture dated as of August 8, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(78)
4.292 Form of 5.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.291)(78)
4.293 One Hundred Thirty-Eighth Supplemental Indenture dated as of August 8, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(78)
4.294 Form of 5.500% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.293)(78)
4.295 One Hundred Thirty-Ninth Supplemental Indenture dated as of August 8, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(78)
4.296 Form of 6.000% Prospect Capital InterNote® due 2031 (included as part of Exhibit 4.295)(78)
4.297 One Hundred Fortieth Supplemental Indenture dated as of August 8, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(78)
4.298 Form of 6.500% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.297)(78)
4.299 One Hundred Forty-First Supplemental Indenture dated as of August 15, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(79)
4.300 Form of 5.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.299)(79)
4.301 One Hundred Forty-Second Supplemental Indenture dated as of August 15, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(79)
4.302 Form of 5.500% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.301)(79)
4.303 One Hundred Forty-Third Supplemental Indenture dated as of August 15, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(79)
4.304 Form of 6.000% Prospect Capital InterNote® due 2028 (included as part of Exhibit 4.303)(79)
4.305 One Hundred Forty-Fourth Supplemental Indenture dated as of August 15, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(79)
4.306 Form of 6.500% Prospect Capital InterNote® due 2038 (included as part of Exhibit 4.305)(79)
4.307 One Hundred Forty-Fifth Supplemental Indenture dated as of August 22, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(80)
4.308 Form of 5.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.307)(80)
4.309 One Hundred Forty-Sixth Supplemental Indenture dated as of August 22, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(80)
4.310 Form of 5.500% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.309)(80)
213
Exhibit No.
4.311 One Hundred Forty-Seventh Supplemental Indenture dated as of August 22, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(80)
4.312 Form of 6.000% Prospect Capital InterNote® due 2028 (included as part of Exhibit 4.311)(80)
4.313 One Hundred Forty-Eighth Supplemental Indenture dated as of August 22, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(80)
4.314 Form of 6.500% Prospect Capital InterNote® due 2038 (included as part of Exhibit 4.313)(80)
4.315 One Hundred Forty-Ninth Supplemental Indenture dated as of September 6, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(81)
4.316 Form of 5.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.315)(81)
4.317 One Hundred Fiftieth Supplemental Indenture dated as of September 6, 2013, to the Indenture dated as of February 16, 2012,
as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and
among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(81)
4.318 Form of 5.500% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.317)(81)
4.319 One Hundred Fifty-First Supplemental Indenture dated as of September 6, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(81)
4.320 Form of 6.000% Prospect Capital InterNote® due 2028 (included as part of Exhibit 4.319)(81)
4.321 One Hundred Fifty-Second Supplemental Indenture dated as of September 6, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(81)
4.322 Form of 6.500% Prospect Capital InterNote® due 2038 (included as part of Exhibit 4.321)(81)
4.323 One Hundred Fifty-Third Supplemental Indenture dated as of September 12, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(82)
4.324 Form of 5.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.323)(82)
4.325 One Hundred Fifty-Fourth Supplemental Indenture dated as of September 12, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(82)
4.326 Form of 5.500% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.325)(82)
4.327 One Hundred Fifty-Fifth Supplemental Indenture dated as of September 12, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(82)
4.328 Form of 6.000% Prospect Capital InterNote® due 2033 (included as part of Exhibit 4.327)(82)
4.329 One Hundred Fifty-Sixth Supplemental Indenture dated as of September 12, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(82)
4.330 Form of 6.500% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.329)(82)
4.331 One Hundred Fifty-Seventh Supplemental Indenture dated as of September 19, 2013, to the Indenture dated as of
February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of
March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and
U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association,
as Trustee(83)
4.332 Form of 5.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.331)(83)
214
Exhibit No.
4.333 One Hundred Fifty-Eighth Supplemental Indenture dated as of September 19, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(83)
4.334 Form of 5.500% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.333)(83)
4.335 One Hundred Fifty-Ninth Supplemental Indenture dated as of September 19, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(83)
4.336 Form of 6.000% Prospect Capital InterNote® due 2033 (included as part of Exhibit 4.335)(83)
4.337 One Hundred Sixtieth Supplemental Indenture dated as of September 19, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(83)
4.338 Form of 6.500% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.337)(83)
4.339 One Hundred Sixty-First Supplemental Indenture dated as of September 26, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(84)
4.340 Form of 5.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.339)(84)
4.341 One Hundred Sixty-Second Supplemental Indenture dated as of September 26, 2013, to the Indenture dated as of
February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of
March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and
U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association,
as Trustee(84)
4.342 Form of 5.500% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.341)(84)
4.343 One Hundred Sixty-Third Supplemental Indenture dated as of September 26, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(84)
4.344 Form of 6.000% Prospect Capital InterNote® due 2033 (included as part of Exhibit 4.343)(84)
4.345 One Hundred Sixty-Fourth Supplemental Indenture dated as of September 26, 2013, to the Indenture dated as of
February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of
March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and
U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association,
as Trustee(84)
4.346 Form of 6.500% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.345)(84)
4.347 One Hundred Sixty-Fifth Supplemental Indenture dated as of October 3, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(85)
4.348 Form of 5.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.347)(85)
4.349 One Hundred Sixty-Sixth Supplemental Indenture dated as of October 3, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(85)
4.350 Form of 5.500% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.349)(85)
4.351 One Hundred Sixty-Seventh Supplemental Indenture dated as of October 3, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(85)
4.352 Form of 6.000% Prospect Capital InterNote® due 2033 (included as part of Exhibit 4.351)(85)
4.353 One Hundred Sixty-Eighth Supplemental Indenture dated as of October 3, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(85)
4.354 Form of 6.500% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.353)(85)
215
Exhibit No.
4.355 One Hundred Sixty-Ninth Supplemental Indenture dated as of October 10, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(86)
4.356 Form of 5.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.355)(86)
4.357 One Hundred Seventieth Supplemental Indenture dated as of October 10, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(86)
4.358 Form of 5.500% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.357)(86)
4.359 One Hundred Seventy-First Supplemental Indenture dated as of October 10, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(86)
4.360 Form of 6.000% Prospect Capital InterNote® due 2033 (included as part of Exhibit 4.359)(86)
4.361 One Hundred Seventy-Second Supplemental Indenture dated as of October 10, 2013, to the Indenture dated as of
February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of
March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and
U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association,
as Trustee(86)
4.362 Form of 6.500% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.361)(86)
4.363 One Hundred Seventy-Third Supplemental Indenture dated as of October 18, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(87)
4.364 Form of 5.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.363)(87)
4.365 One Hundred Seventy-Fourth Supplemental Indenture dated as of October 18, 2013, to the Indenture dated as of
February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of
March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and
U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association,
as Trustee(87)
4.366 Form of 5.500% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.365)(87)
4.367 One Hundred Seventy-Fifth Supplemental Indenture dated as of October 18, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(87)
4.368 Form of 6.000% Prospect Capital InterNote® due 2033 (included as part of Exhibit 4.367)(87)
4.369 One Hundred Seventy-Sixth Supplemental Indenture dated as of October 18, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(87)
4.370 Form of 6.500% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.369)(87)
4.371 One Hundred Seventy-Seventh Supplemental Indenture dated as of October 24, 2013, to the Indenture dated as of
February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of
March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and
U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association,
as Trustee(88)
4.372 Form of 4.000% Prospect Capital InterNote® due 2016 (included as part of Exhibit 4.371)(88)
4.373 One Hundred Seventy-Eighth Supplemental Indenture dated as of October 24, 2013, to the Indenture dated as of
February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of
March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and
U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association,
as Trustee(88)
4.374 Form of 5.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.373)(88)
One Hundred Seventy-Ninth Supplemental Indenture dated as of October 24, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(88)
4.375
4.376 Form of 5.500% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.375)(88)
216
Exhibit No.
4.377 One Hundred Eightieth Supplemental Indenture dated as of October 24, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(88)
4.378 Form of 6.000% Prospect Capital InterNote® due 2033 (included as part of Exhibit 4.377)(88)
4.379 One Hundred Eighty-First Supplemental Indenture dated as of October 24, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(88)
4.380 Form of 6.500% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.379)(88)
4.381 One Hundred Eighty-Second Supplemental Indenture dated as of October 31, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(89)
4.382 Form of 4.000% Prospect Capital InterNote® due 2017 (included as part of Exhibit 4.381)(89)
4.383 One Hundred Eighty-Third Supplemental Indenture dated as of October 31, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(89)
4.384 Form of 5.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.383)(89)
4.385 One Hundred Eighty-Fourth Supplemental Indenture dated as of October 31, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(89)
4.386 Form of 5.500% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.385)(89)
4.387 One Hundred Eighty-Fifth Supplemental Indenture dated as of October 31, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(89)
4.388 Form of 6.000% Prospect Capital InterNote® due 2028 (included as part of Exhibit 4.387)(89)
4.389 One Hundred Eighty-Sixth Supplemental Indenture dated as of October 31, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(89)
4.390 Form of 6.500% Prospect Capital InterNote® due 2038 (included as part of Exhibit 4.389)(89)
4.391 One Hundred Eighty-Seventh Supplemental Indenture dated as of November 7, 2013, to the Indenture dated as of
February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of
March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and
U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association,
as Trustee(90)
4.392 Form of 4.000% Prospect Capital InterNote® due 2017 (included as part of Exhibit 4.391)(90)
4.393 One Hundred Eighty-Eighth Supplemental Indenture dated as of November 7, 2013, to the Indenture dated as of
February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of
March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and
U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association,
as Trustee(90)
4.394 Form of 5.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.393)(90)
4.395 One Hundred Eighty-Ninth Supplemental Indenture dated as of November 7, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(90)
4.396 Form of 5.500% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.395)(90)
4.397 One Hundred Ninetieth Supplemental Indenture dated as of November 7, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(90)
4.398 Form of 6.000% Prospect Capital InterNote® due 2028 (included as part of Exhibit 4.397)(90)
217
Exhibit No.
4.399 One Hundred Ninety-First Supplemental Indenture dated as of November 7, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(90)
4.400 Form of 6.500% Prospect Capital InterNote® due 2038 (included as part of Exhibit 4.399)(90)
4.401 One Hundred Ninety-Second Supplemental Indenture dated as of November 15, 2013, to the Indenture dated as of
February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of
March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and
U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association,
as Trustee(91)
4.402 Form of 4.000% Prospect Capital InterNote® due 2017 (included as part of Exhibit 4.401)(91)
4.403 One Hundred Ninety-Third Supplemental Indenture dated as of November 15, 2013, to the Indenture dated as of
February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of
March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and
U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association,
as Trustee(91)
4.404 Form of 5.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.403)(91)
4.405 One Hundred Ninety-Fourth Supplemental Indenture dated as of November 15, 2013, to the Indenture dated as of
February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of
March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and
U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association,
as Trustee(91)
4.406 Form of 5.500% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.405)(91)
4.407 One Hundred Ninety-Fifth Supplemental Indenture dated as of November 15, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(91)
4.408 Form of 6.000% Prospect Capital InterNote® due 2028 (included as part of Exhibit 4.407)(91)
4.409 One Hundred Ninety-Sixth Supplemental Indenture dated as of November 15, 2013, to the Indenture dated as of
February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of
March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and
U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association,
as Trustee(91)
4.410 Form of 6.500% Prospect Capital InterNote® due 2038 (included as part of Exhibit 4.409)(91)
4.411 One Hundred Ninety-Seventh Supplemental Indenture dated as of November 21, 2013, to the Indenture dated as of
February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of
March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and
U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association,
as Trustee(92)
4.412 Form of 4.000% Prospect Capital InterNote® due 2017 (included as part of Exhibit 4.411)(92)
4.413 One Hundred Ninety-Eighth Supplemental Indenture dated as of November 21, 2013, to the Indenture dated as of
February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of
March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and
U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association,
as Trustee(92)
4.414 Form of 5.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.413)(92)
4.415 One Hundred Ninety-Ninth Supplemental Indenture dated as of November 21, 2013, to the Indenture dated as of
February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of
March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and
U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association,
as Trustee(92)
4.416 Form of 5.500% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.415)(92)
4.417 Two Hundredth Supplemental Indenture dated as of November 21, 2013, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(92)
4.418 Form of 6.000% Prospect Capital InterNote® due 2028 (included as part of Exhibit 4.417)(92)
4.419 Two Hundred First Supplemental Indenture dated as of November 21, 2013, to the Indenture dated as of February 16, 2012,
as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and
among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(92)
4.420 Form of 6.500% Prospect Capital InterNote® due 2038 (included as part of Exhibit 4.419)(92)
218
Exhibit No.
4.421 Two Hundred Second Supplemental Indenture dated as of November 29, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(93)
4.422 Form of 4.000% Prospect Capital InterNote® due 2017 (included as part of Exhibit 4.421)(93)
4.423 Two Hundred Third Supplemental Indenture dated as of November 29, 2013, to the Indenture dated as of February 16, 2012,
as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and
among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(93)
4.424 Form of 5.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.423)(93)
4.425 Two Hundred Fourth Supplemental Indenture dated as of November 29, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(93)
4.426 Form of 5.500% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.425)(93)
4.427 Two Hundred Fifth Supplemental Indenture dated as of November 29, 2013, to the Indenture dated as of February 16, 2012,
as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and
among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(93)
4.428 Form of 6.000% Prospect Capital InterNote® due 2025 (included as part of Exhibit 4.427)(93)
4.429 Two Hundred Sixth Supplemental Indenture dated as of November 29, 2013, to the Indenture dated as of February 16, 2012,
as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and
among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(93)
4.430 Form of 6.500% Prospect Capital InterNote® due 2038 (included as part of Exhibit 4.429)(93)
4.431 Two Hundred Seventh Supplemental Indenture dated as of December 5, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(94)
4.432 Form of 4.000% Prospect Capital InterNote® due 2017 (included as part of Exhibit 4.431)(94)
4.433 Two Hundred Eighth Supplemental Indenture dated as of December 5, 2013, to the Indenture dated as of February 16, 2012,
as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and
among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(94)
4.434 Form of 5.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.433)(94)
4.435 Two Hundred Ninth Supplemental Indenture dated as of December 5, 2013, to the Indenture dated as of February 16, 2012,
as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and
among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(94)
4.436 Form of 5.500% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.435)(94)
4.437 Two Hundred Tenth Supplemental Indenture dated as of December 5, 2013, to the Indenture dated as of February 16, 2012,
as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and
among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(94)
4.438 Form of 6.000% Prospect Capital InterNote® due 2025 (included as part of Exhibit 4.437)(94)
4.439 Two Hundred Eleventh Supplemental Indenture dated as of December 5, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(94)
4.440 Form of 6.500% Prospect Capital InterNote® due 2038 (included as part of Exhibit 4.439)(94)
4.441 Two Hundred Twelfth Supplemental Indenture dated as of December 12, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(95)
4.442 Form of 4.000% Prospect Capital InterNote® due 2017 (included as part of Exhibit 4.441)(95)
219
Exhibit No.
4.443 Two Hundred Thirteenth Supplemental Indenture dated as of December 12, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(95)
4.444 Form of 5.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.443)(95)
4.445 Two Hundred Fourteenth Supplemental Indenture dated as of December 12, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(95)
4.446 Form of 5.500% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.445)(95)
4.447 Two Hundred Fifteenth Supplemental Indenture dated as of December 12, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(95)
4.448 Form of 6.000% Prospect Capital InterNote® due 2025 (included as part of Exhibit 4.447)(95)
4.449 Two Hundred Sixteenth Supplemental Indenture dated as of December 12, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(95)
4.450 Form of 6.500% Prospect Capital InterNote® due 2038 (included as part of Exhibit 4.449)(95)
4.451 Two Hundred Seventeenth Supplemental Indenture dated as of December 19, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(96)
4.452 Form of 4.000% Prospect Capital InterNote® due 2017 (included as part of Exhibit 4.451)(96)
4.453 Two Hundred Eighteenth Supplemental Indenture dated as of December 19, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(96)
4.454 Form of 5.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.453)(96)
4.455 Two Hundred Nineteenth Supplemental Indenture dated as of December 19, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(96)
4.456 Form of 5.500% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.455)(96)
4.457 Two Hundred Twentieth Supplemental Indenture dated as of December 19, 2013, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(96)
4.458 Form of 6.000% Prospect Capital InterNote® due 2025 (included as part of Exhibit 4.457)(96)
4.459 Two Hundred Twenty-First Supplemental Indenture dated as of December 19, 2013, to the Indenture dated as of February
16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012,
by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(96)
4.460 Form of 6.500% Prospect Capital InterNote® due 2038 (included as part of Exhibit 4.459)(96)
4.461 Two Hundred Twenty-Second Supplemental Indenture dated as of December 27, 2013, to the Indenture dated as of February
16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012,
by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(97)
4.462 Form of 4.000% Prospect Capital InterNote® due 2017 (included as part of Exhibit 4.461)(97)
4.463 Two Hundred Twenty-Third Supplemental Indenture dated as of December 27, 2013, to the Indenture dated as of February
16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012,
by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(97)
4.464 Form of 5.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.463)(97)
220
Exhibit No.
4.465 Two Hundred Twenty-Fourth Supplemental Indenture dated as of December 27, 2013, to the Indenture dated as of February
16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012,
by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(97)
4.466 Form of 5.500% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.465)(97)
4.467 Two Hundred Twenty-Fifth Supplemental Indenture dated as of December 27, 2013, to the Indenture dated as of February
16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012,
by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(97)
4.468 Form of 6.000% Prospect Capital InterNote® due 2025 (included as part of Exhibit 4.467)(97)
4.469 Two Hundred Twenty-Sixth Supplemental Indenture dated as of December 27, 2013, to the Indenture dated as of February
16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012,
by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(97)
4.470 Form of 6.500% Prospect Capital InterNote® due 2038 (included as part of Exhibit 4.469)(97)
4.471 Two Hundred Twenty-Seventh Supplemental Indenture dated as of January 3, 2014, to the Indenture dated as of February
16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012,
by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(98)
4.472 Form of 4.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.471)(98)
4.473 Two Hundred Twenty-Eighth Supplemental Indenture dated as of January 3, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(98)
4.474 Form of 5.000% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.473)(98)
4.475 Two Hundred Twenty-Ninth Supplemental Indenture dated as of January 3, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(98)
4.476 Form of 5.500% Prospect Capital InterNote® due 2021 (included as part of Exhibit 4.475)(98)
4.477 Two Hundred Thirtieth Supplemental Indenture dated as of January 3, 2014, to the Indenture dated as of February 16, 2012,
as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and
among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(98)
4.478 Form of 6.000% Prospect Capital InterNote® due 2026 (included as part of Exhibit 4.477)(98)
4.479 Two Hundred Thirty-First Supplemental Indenture dated as of January 3, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(98)
4.480 Form of 6.500% Prospect Capital InterNote® due 2039 (included as part of Exhibit 4.479)(98)
4.481 Two Hundred Thirty-Second Supplemental Indenture dated as of January 9, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(99)
4.482 Form of 4.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.481)(99)
4.483 Two Hundred Thirty-Third Supplemental Indenture dated as of January 9, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(99)
4.484 Form of 5.000% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.483)(99)
4.485 Two Hundred Thirty-Fourth Supplemental Indenture dated as of January 9, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(99)
4.486 Form of 5.500% Prospect Capital InterNote® due 2021 (included as part of Exhibit 4.485)(99)
221
Exhibit No.
4.487 Two Hundred Thirty-Fifth Supplemental Indenture dated as of January 9, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(99)
4.488 Form of 6.000% Prospect Capital InterNote® due 2026 (included as part of Exhibit 4.487)(99)
4.489 Two Hundred Thirty-Sixth Supplemental Indenture dated as of January 9, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(99)
4.490 Form of 6.500% Prospect Capital InterNote® due 2039 (included as part of Exhibit 4.489)(99)
4.491 Two Hundred Thirty-Seventh Supplemental Indenture dated as of January 16, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(100)
4.492 Form of 4.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.491)(100)
4.493 Two Hundred Thirty-Eighth Supplemental Indenture dated as of January 16, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(100)
4.494 Form of 5.000% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.493)(100)
4.495 Two Hundred Thirty-Ninth Supplemental Indenture dated as of January 16, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(100)
4.496 Form of 5.500% Prospect Capital InterNote® due 2021 (included as part of Exhibit 4.495)(100)
4.497 Two Hundred Fortieth Supplemental Indenture dated as of January 16, 2014, to the Indenture dated as of February 16, 2012,
as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and
among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(100)
4.498 Form of 6.000% Prospect Capital InterNote® due 2026 (included as part of Exhibit 4.497)(100)
4.499 Two Hundred Forty-First Supplemental Indenture dated as of January 16, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(100)
4.500 Form of 6.500% Prospect Capital InterNote® due 2039 (included as part of Exhibit 4.499)(100)
4.501 Two Hundred Forty-Second Supplemental Indenture dated as of January 24, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(101)
4.502 Form of 4.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.501)(101)
4.503 Two Hundred Forty-Third Supplemental Indenture dated as of January 24, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(101)
4.504 Form of 5.000% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.503)(101)
4.505 Two Hundred Forty-Fourth Supplemental Indenture dated as of January 24, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(101)
4.506 Form of 5.500% Prospect Capital InterNote® due 2021 (included as part of Exhibit 4.505)(101)
4.507 Two Hundred Forty-Fifth Supplemental Indenture dated as of January 24, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(101)
4.508 Form of 6.000% Prospect Capital InterNote® due 2026 (included as part of Exhibit 4.507)(101)
222
Exhibit No.
4.509 Two Hundred Forty-Sixth Supplemental Indenture dated as of January 24, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(101)
4.510 Form of 6.500% Prospect Capital InterNote® due 2039 (included as part of Exhibit 4.509)(101)
4.511 Two Hundred Forty-Seventh Supplemental Indenture dated as of January 30, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(102)
4.512 Form of 4.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.511)(102)
4.513 Two Hundred Forty-Eighth Supplemental Indenture dated as of January 30, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(102)
4.514 Form of 5.000% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.513)(102)
4.515 Two Hundred Forty-Ninth Supplemental Indenture dated as of January 30, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(102)
4.516 Form of 5.500% Prospect Capital InterNote® due 2021 (included as part of Exhibit 4.515)(102)
4.517 Two Hundred Fiftieth Supplemental Indenture dated as of January 30, 2014, to the Indenture dated as of February 16, 2012,
as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and
among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(102)
4.518 Form of 6.000% Prospect Capital InterNote® due 2026 (included as part of Exhibit 4.517)(102)
4.519 Two Hundred Fifty-First Supplemental Indenture dated as of January 30, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(102)
4.520 Form of 6.500% Prospect Capital InterNote® due 2039 (included as part of Exhibit 4.519)(102)
4.521 Two Hundred Fifty-Second Supplemental Indenture dated as of February 6, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(103)
4.522 Form of 4.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.521)(103)
4.523 Two Hundred Fifty-Third Supplemental Indenture dated as of February 6, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(103)
4.524 Form of 5.000% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.523)(103)
4.525 Two Hundred Fifty-Fourth Supplemental Indenture dated as of February 6, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(103)
4.526 Form of 5.500% Prospect Capital InterNote® due 2021 (included as part of Exhibit 4.525)(103)
4.527 Two Hundred Fifty-Fifth Supplemental Indenture dated as of February 6, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(103)
4.528 Form of 6.000% Prospect Capital InterNote® due 2026 (included as part of Exhibit 4.527)(103)
4.529 Two Hundred Fifty-Sixth Supplemental Indenture dated as of February 6, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(103)
4.530 Form of 6.500% Prospect Capital InterNote® due 2039 (included as part of Exhibit 4.529)(103)
223
Exhibit No.
4.531 Two Hundred Fifty-Seventh Supplemental Indenture dated as of February 13, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(104)
4.532 Form of 4.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.531)(104)
4.533 Two Hundred Fifty-Eighth Supplemental Indenture dated as of February 13, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(104)
4.534 Form of 5.000% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.533)(104)
4.535 Two Hundred Fifty-Ninth Supplemental Indenture dated as of February 13, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(104)
4.536 Form of 5.500% Prospect Capital InterNote® due 2021 (included as part of Exhibit 4.535)(104)
4.537 Two Hundred Sixtieth Supplemental Indenture dated as of February 13, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(104)
4.538 Form of 6.000% Prospect Capital InterNote® due 2026 (included as part of Exhibit 4.537)(104)
4.539 Two Hundred Sixty-First Supplemental Indenture dated as of February 13, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(104)
4.540 Form of 6.500% Prospect Capital InterNote® due 2039 (included as part of Exhibit 4.539)(104)
4.541 Two Hundred Sixty-Seventh Supplemental Indenture dated as of February 19, 2014, to the Indenture dated as of February
16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012,
by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(105)
4.542 Form of 4.75% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.541)(105)
4.543 Two Hundred Sixty-Second Supplemental Indenture dated as of February 21, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(106)
4.544 Form of 4.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.543)(106)
4.545 Two Hundred Sixty-Third Supplemental Indenture dated as of February 21, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(106)
4.546 Form of 5.000% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.545)(106)
4.547 Two Hundred Sixty-Fourth Supplemental Indenture dated as of February 21, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(106)
4.548 Form of 5.500% Prospect Capital InterNote® due 2021 (included as part of Exhibit 4.547)(106)
4.549 Two Hundred Sixty-Fifth Supplemental Indenture dated as of February 21, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(106)
4.550 Form of 6.000% Prospect Capital InterNote® due 2026 (included as part of Exhibit 4.549)(106)
4.551 Two Hundred Sixty-Sixth Supplemental Indenture dated as of February 21, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(106)
4.552 Form of 6.500% Prospect Capital InterNote® due 2039 (included as part of Exhibit 4.551)(106)
224
Exhibit No.
4.553 Two Hundred Sixty-Eighth Supplemental Indenture dated as of February 27, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(107)
4.554 Form of 3.750% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.553)(107)
4.555 Two Hundred Sixty-Ninth Supplemental Indenture dated as of February 27, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(107)
4.556 Form of 4.750% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.555)(107)
4.557 Two Hundred Seventieth Supplemental Indenture dated as of February 27, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(107)
4.558 Form of 5.250% Prospect Capital InterNote® due 2021 (included as part of Exhibit 4.557)(107)
4.559 Two Hundred Seventy-First Supplemental Indenture dated as of February 27, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(107)
4.560 Form of 5.750% Prospect Capital InterNote® due 2026 (included as part of Exhibit 4.559)(107)
4.561 Two Hundred Seventy-Second Supplemental Indenture dated as of February 27, 2014, to the Indenture dated as of February
16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012,
by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(107)
4.562 Form of 6.250% Prospect Capital InterNote® due 2039 (included as part of Exhibit 4.561)(107)
4.563 Two Hundred Seventy-Third Supplemental Indenture dated as March 6, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(108)
4.564 Form of 3.750% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.563)(108)
4.565 Two Hundred Seventy-Fourth Supplemental Indenture dated as of March 6, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(108)
4.566 Form of 4.750% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.565)(108)
4.567 Two Hundred Seventy-Fifth Supplemental Indenture dated as of March 6, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(108)
4.568 Form of 5.250% Prospect Capital InterNote® due 2021 (included as part of Exhibit 4.567)(108)
4.569 Two Hundred Seventy-Sixth Supplemental Indenture dated as of March 6, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(108)
4.570 Form of 5.750% Prospect Capital InterNote® due 2026 (included as part of Exhibit 4.569)(108)
4.571 Two Hundred Seventy-Seventh Supplemental Indenture dated as of March 6, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(108)
4.572 Form of 6.250% Prospect Capital InterNote® due 2039 (included as part of Exhibit 4.571)(108)
4.573 Supplement No. 1 to the Two Hundred Sixty-Seventh Supplemental Indenture dated as of March 11, 2014, to the Indenture
dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as
of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and
U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association,
as Trustee(109)
225
Exhibit No.
4.574 Form of 4.75% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.573)(109)
4.575 Two Hundred Seventy-Eighth Supplemental Indenture dated as March 13, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(110)
4.576 Form of 3.750% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.575)(110)
4.577 Two Hundred Seventy-Ninth Supplemental Indenture dated as of March 13, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(110)
4.578 Form of 4.750% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.577)(110)
4.579 Two Hundred Eightieth Supplemental Indenture dated as of March 13, 2014, to the Indenture dated as of February 16, 2012,
as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and
among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(110)
4.580 Form of 5.250% Prospect Capital InterNote® due 2021 (included as part of Exhibit 4.579)(110)
4.581 Two Hundred Eighty-First Supplemental Indenture dated as of March 13, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(110)
4.582 Form of 5.750% Prospect Capital InterNote® due 2026 (included as part of Exhibit 4.581)(110)
4.583 Two Hundred Eighty-Second Supplemental Indenture dated as of March 13, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(110)
4.584 Form of 6.250% Prospect Capital InterNote® due 2039 (included as part of Exhibit 4.583)(110)
4.585 Two Hundred Eighty-Fourth Supplemental Indenture dated as March 20, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(111)
4.586 Form of 3.750% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.585)(111)
4.587 Two Hundred Eighty-Fifth Supplemental Indenture dated as of March 20, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(111)
4.588 Form of 4.750% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.587)(111)
4.589 Two Hundred Eighty-Sixth Supplemental Indenture dated as of March 20, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(111)
4.590 Form of 5.250% Prospect Capital InterNote® due 2021 (included as part of Exhibit 4.589)(111)
4.591 Two Hundred Eighty-Seventh Supplemental Indenture dated as of March 20, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(111)
4.592 Form of 5.750% Prospect Capital InterNote® due 2026 (included as part of Exhibit 4.591)(111)
4.593 Two Hundred Eighty-Eighth Supplemental Indenture dated as of March 20, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(111)
4.594 Form of 6.250% Prospect Capital InterNote® due 2039 (included as part of Exhibit 4.593)(111)
4.595 Two Hundred Eighty-Ninth Supplemental Indenture dated as March 27, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(112)
226
Exhibit No.
4.596 Form of 3.750% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.595)(112)
4.597 Two Hundred Ninetieth Supplemental Indenture dated as of March 20, 2014, to the Indenture dated as of February 16, 2012,
as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and
among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(112)
4.598 Form of 4.750% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.597)(112)
4.599 Two Hundred Ninety-First Supplemental Indenture dated as of March 27, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(112)
4.600 Form of 5.250% Prospect Capital InterNote® due 2021 (included as part of Exhibit 4.599)(112)
4.601 Two Hundred Ninety-Second Supplemental Indenture dated as of March 27, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(112)
4.602 Form of 5.750% Prospect Capital InterNote® due 2026 (included as part of Exhibit 4.601)(112)
4.603 Two Hundred Ninety-Third Supplemental Indenture dated as of March 27, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(112)
4.604 Form of 6.250% Prospect Capital InterNote® due 2039 (included as part of Exhibit 4.603)(112)
4.605 Two Hundred Ninety-Fourth Supplemental Indenture dated as of April 3, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(113)
4.606 Form of 3.750% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.605)(113)
4.607 Two Hundred Ninety-Fifth Supplemental Indenture dated as of April 3, 2014, to the Indenture dated as of February 16, 2012,
as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and
among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(113)
4.608 Form of 4.500% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.607)(113)
4.609 Two Hundred Ninety-Sixth Supplemental Indenture dated as of April 3, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(113)
4.610 Form of 5.250% Prospect Capital InterNote® due 2021 (included as part of Exhibit 4.609)(113)
4.611 Two Hundred Ninety-Seventh Supplemental Indenture dated as of April 3, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(113)
4.612 Form of 5.750% Prospect Capital InterNote® due 2024 (included as part of Exhibit 4.611)(113)
4.613 Two Hundred Ninety-Eighth Supplemental Indenture dated as of April 3, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(113)
4.614 Form of 6.250% Prospect Capital InterNote® due 2039 (included as part of Exhibit 4.613)(113)
4.615 Supplemental Indenture dated as of April 7, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain
Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant,
American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor
Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(114)
4.616 Form of 5.000% Senior Notes due 2019 (included as part of Exhibit 4.615)(114)
4.617 Two Hundred Ninety-Ninth Supplemental Indenture dated as of April 10, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(115)
227
Exhibit No.
4.618 Form of 3.750% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.617)(115)
4.619 Three Hundredth Supplemental Indenture dated as of April 10, 2014, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(115)
4.620 Form of 4.250% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.619)(115)
4.621 Three Hundred First Supplemental Indenture dated as of April 10, 2014, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(115)
4.622 Form of 5.250% Prospect Capital InterNote® due 2021 (included as part of Exhibit 4.621)(115)
4.623 Three Hundred Second Supplemental Indenture dated as of April 10, 2014, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(115)
4.624 Form of 5.750% Prospect Capital InterNote® due 2024 (included as part of Exhibit 4.623)(115)
4.625 Three Hundred Third Supplemental Indenture dated as of April 10, 2014, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(115)
4.626 Form of 6.250% Prospect Capital InterNote® due 2039 (included as part of Exhibit 4.625)(115)
4.627 Indenture dated as of April 11, 2014, by and between Prospect Capital Corporation and American Stock Transfer & Trust
Company, as Trustee(116)
4.628 Form of Global Note of 4.75% Senior Convertible Notes Due 2020 (included as part of Exhibit 4.627)(116)
4.629 Three Hundred Fourth Supplemental Indenture dated as of April 17, 2014, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(117)
4.630 Form of 3.750% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.629)(117)
4.631 Three Hundred Fifth Supplemental Indenture dated as of April 17, 2014, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(117)
4.632 Form of 4.250% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.631)(117)
4.633 Three Hundred Sixth Supplemental Indenture dated as of April 17, 2014, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(117)
4.634 Form of 5.250% Prospect Capital InterNote® due 2021 (included as part of Exhibit 4.633)(117)
4.635 Three Hundred Seventh Supplemental Indenture dated as of April 17, 2014, to the Indenture dated as of February 16, 2012,
as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and
among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(117)
4.636 Form of 5.750% Prospect Capital InterNote® due 2024 (included as part of Exhibit 4.635)(117)
4.637 Three Hundred Eighth Supplemental Indenture dated as of April 17, 2014, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(117)
4.638 Form of 6.250% Prospect Capital InterNote® due 2039 (included as part of Exhibit 4.637)(117)
4.639 Three Hundred Ninth Supplemental Indenture dated as of April 24, 2014, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(118)
4.640 Form of 3.750% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.639)(118)
228
Exhibit No.
4.641 Three Hundred Tenth Supplemental Indenture dated as of April 24, 2014, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(118)
4.642 Form of 4.500% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.641)(118)
4.643 Three Hundred Eleventh Supplemental Indenture dated as of April 24, 2014, to the Indenture dated as of February 16, 2012,
as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and
among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(118)
4.644 Form of 5.250% Prospect Capital InterNote® due 2021 (included as part of Exhibit 4.643)(118)
4.645 Three Hundred Twelfth Supplemental Indenture dated as of April 24, 2014, to the Indenture dated as of February 16, 2012,
as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and
among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(118)
4.646 Form of 5.750% Prospect Capital InterNote® due 2024 (included as part of Exhibit 4.645)(118)
4.647 Three Hundred Thirteenth Supplemental Indenture dated as of April 24, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(118)
4.648 Form of 6.250% Prospect Capital InterNote® due 2039 (included as part of Exhibit 4.647)(118)
4.649 Three Hundred Fourteenth Supplemental Indenture dated as of May 1, 2014, to the Indenture dated as of February 16, 2012,
as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and
among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(119)
4.650 Form of 3.750% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.649)(119)
4.651 Three Hundred Fifteenth Supplemental Indenture dated as of May 1, 2014, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(119)
4.652 Form of 4.500% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.651)(119)
4.653 Three Hundred Sixteenth Supplemental Indenture dated as of May 1, 2014, to the Indenture dated as of February 16, 2012, as
amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among
the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association,
as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(119)
4.654 Form of 5.250% Prospect Capital InterNote® due 2021 (included as part of Exhibit 4.653)(119)
4.655 Three Hundred Seventeenth Supplemental Indenture dated as of May 1, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(119)
4.656 Form of 5.750% Prospect Capital InterNote® due 2024 (included as part of Exhibit 4.655)(119)
4.657 Three Hundred Eighteenth Supplemental Indenture dated as of May 1, 2014, to the Indenture dated as of February 16, 2012,
as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and
among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(119)
4.658 Form of 6.250% Prospect Capital InterNote® due 2039 (included as part of Exhibit 4.657)(119)
4.659 Three Hundred Nineteenth Supplemental Indenture dated as of May 8, 2014, to the Indenture dated as of February 16, 2012,
as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and
among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(120)
4.660 Form of 3.750% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.659)(120)
4.661 Three Hundred Twentieth Supplemental Indenture dated as of May 8, 2014, to the Indenture dated as of February 16, 2012,
as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and
among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(120)
4.662 Form of 4.500% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.661)(120)
229
Exhibit No.
4.663 Three Hundred Twenty-First Supplemental Indenture dated as of May 8, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(120)
4.664 Form of 5.250% Prospect Capital InterNote® due 2021 (included as part of Exhibit 4.663)(120)
4.665 Three Hundred Twenty-Second Supplemental Indenture dated as of May 8, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(120)
4.666 Form of 5.750% Prospect Capital InterNote® due 2024 (included as part of Exhibit 4.665)(120)
4.667 Three Hundred Twenty-Third Supplemental Indenture dated as of May 8, 2014, to the Indenture dated as of February 16,
2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by
and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National
Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(120)
4.668 Form of 6.250% Prospect Capital InterNote® due 2039 (included as part of Exhibit 4.667)(120)
10.1
Investment Advisory Agreement between Registrant and Prospect Capital Management LLC(3)
10.2 Administration Agreement between Registrant and Prospect Administration LLC(3)
10.3 Dividend Reinvestment Plan(3)
10.4 Trademark License Agreement between the Registrant and Prospect Capital Management(3)
10.5 Transfer Agency and Registrar Services Agreement(4)
10.6 Master Purchase and Sale and Contribution Agreement, dated as of March 19, 2012, by and among Prospect Capital
Corporation, First Tower Corp., certain other entities related to Prospect Capital Corporation and certain shareholders of
First Tower Corp.(5)
10.7 Fourth Amended and Restated Loan and Servicing Agreement, dated March 27, 2012, 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, Key Equipment Finance Inc. and Royal Bank of Canada as Syndication Agents, U.S. Bank National
Association as Calculation Agent, Paying Agent and Documentation Agent, Key Equipment Finance Inc. as Facility Agent,
and Key Equipment Finance Inc. as Structuring Agent, Sole Lead Arranger and Sole Bookrunner(6)
10.8 Third Amended and Restated Selling Agent Agreement, dated October 15, 2013, by and among, the Registrant, Prospect
Capital Management LLC, Prospect Administration LLC, Incapital LLC and the Agents named therein and added from time
to time(122)
10.9 Custody Agreement, dated as of January 23, 2013, by and between the Registrant and U.S. Bank National Association(60)
10.10 Custody Agreement, dated as of April 24, 2013, by and between the Registrant and Israeli Discount Bank of New York Ltd.
(121)
10.11 Custody Agreement, dated as of October 28, 2013, by and between the Registrant and Fifth Third Bank(99)
10.12 Custody Agreement, dated as of May 9, 2014, by and between the Registrant and Customers Bank*
10.13 Custody Agreement, dated as of May 9, 2014, by and between the Registrant and Peapack-Gladstone Bank*
11
Computation of Per Share Earnings (included in the notes to the financial statements contained in this report)
12
Computation of Ratios (included in the notes to the financial statements contained in this report)
14
Code of Ethics(121)
21
Subsidiaries of the Registrant (included in the notes to the consolidated financial statements contained in this annual report)
22.1 Proxy Statement(123)
22.2 Published report regarding matters submitted to vote of security holders(124)
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended*
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended*
32.1 Certification of Chief Executive Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)*
32.2 Certification of Chief Financial Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)*
*
Filed herewith.
(1)
Incorporated by reference from the Registrant's Form 8-K filed on May 9, 2014.
(2)
Incorporated by reference from the Registrant's Form 8-K filed on August 26, 2011.
230
(3)
Incorporated by reference from Pre-Effective Amendment No. 2 to the Registrant's Registration Statement, filed on
July 6, 2004.
(4)
Incorporated by reference from Pre-Effective Amendment No. 3 to the Registrant's Registration Statement, filed on
July 23, 2004.
(5)
Incorporated by reference from the Registrant's Form 8-K filed on March 21, 2012.
(6)
Incorporated by reference from the Registrant's Form 8-K filed on April 2, 2012.
(7)
Incorporated by reference to Exhibit 4.1 of the Registrant's Form 8-K filed on December 21, 2010.
(8)
Incorporated by reference to Exhibit 4.2 of the Registrant’s Form 8-K filed on December 21, 2010.
(9)
Incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed on February 18, 2011.
(10)
Incorporated by reference to Exhibit 4.2 of the Registrant’s Form 8-K filed on February 18, 2011.
(11)
Incorporated by reference from Post-Effective Amendment No. 1 to the Registrant’s Registration Statement, filed on
March 1, 2012.
(12)
Incorporated by reference from Post-Effective Amendment No. 2 to the Registrant’s Registration Statement, filed on
March 8, 2012.
(13)
Incorporated by reference from Post-Effective Amendment No. 3 to the Registrant’s Registration Statement, filed on
March 14, 2012.
(14)
Incorporated by reference from Post-Effective Amendment No. 5 to the Registrant’s Registration Statement, filed on
April 5, 2012.
Incorporated by reference from Post-Effective Amendment No. 6 to the Registrant’s Registration Statement, filed on
April 12, 2012.
(15)
(16)
Incorporated by reference to Exhibit 4.1 of the Registrant's Form 8-K filed on April 16, 2012.
(17)
Incorporated by reference to Exhibit 4.2 of the Registrant’s Form 8-K filed on April 16, 2012.
(18)
Incorporated by reference from Post-Effective Amendment No. 8 to the Registrant’s Registration Statement, filed on
April 26, 2012.
(19)
Incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed on May 7, 2012.
(20)
Incorporated by reference to Exhibit 4.2 of the Registrant’s Form 8-K filed on May 7, 2012.
(21)
Incorporated by reference from Post-Effective Amendment No. 10 to the Registrant’s Registration Statement, filed on
June 14, 2012.
(22)
Incorporated by reference from Post-Effective Amendment No. 11 to the Registrant’s Registration Statement, filed on
June 28, 2012.
(23)
Incorporated by reference from Post-Effective Amendment No. 12 to the Registrant’s Registration Statement, filed on
July 6, 2012.
(24)
Incorporated by reference from Post-Effective Amendment No. 13 to the Registrant’s Registration Statement, filed on
July 12, 2012.
(25)
Incorporated by reference from Post-Effective Amendment No. 15 to the Registrant’s Registration Statement, filed on
July 19, 2012.
(26)
Incorporated by reference from Post-Effective Amendment No. 16 to the Registrant’s Registration Statement, filed on
July 26, 2012.
Incorporated by reference from Post-Effective Amendment No. 17 to the Registrant’s Registration Statement, filed on
August 2, 2012.
(27)
(28)
Incorporated by reference from Post-Effective Amendment No. 18 to the Registrant’s Registration Statement, filed on
August 9, 2012.
(29)
Incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed on August 14, 2012.
(30)
Incorporated by reference to Exhibit 4.2 of the Registrant’s Form 8-K filed on August 14, 2012.
(31)
Incorporated by reference from Post-Effective Amendment No. 19 to the Registrant’s Registration Statement, filed on
August 16, 2012.
(32)
Incorporated by reference from Post-Effective Amendment No. 20 to the Registrant’s Registration Statement, filed on
August 23, 2012.
(33)
Incorporated by reference from Post-Effective Amendment No. 22 to the Registrant’s Registration Statement, filed on
September 7, 2012.
(34)
Incorporated by reference from Post-Effective Amendment No. 24 to the Registrant’s Registration Statement, filed on
September 13, 2012.
231
(35)
Incorporated by reference from Post-Effective Amendment No. 25 to the Registrant’s Registration Statement, filed on
September 20, 2012.
(36)
Incorporated by reference from Post-Effective Amendment No. 26 to the Registrant’s Registration Statement, filed on
September 27, 2012.
(37)
Incorporated by reference from Post-Effective Amendment No. 27 to the Registrant’s Registration Statement, filed on
October 4, 2012.
(38)
Incorporated by reference from Post-Effective Amendment No. 2 to the Registrant’s Registration Statement, filed on
November 23, 2012.
(39)
Incorporated by reference from Post-Effective Amendment No. 3 to the Registrant’s Registration Statement, filed on
November 29, 2012.
(40)
Incorporated by reference from Post-Effective Amendment No. 4 to the Registrant’s Registration Statement, filed on
December 6, 2012.
(41)
Incorporated by reference from Post-Effective Amendment No. 5 to the Registrant’s Registration Statement, filed on
December 13, 2012.
(42)
Incorporated by reference from Post-Effective Amendment No. 6 to the Registrant’s Registration Statement, filed on
December 20, 2012.
(43)
Incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed on December 21, 2012.
(44)
Incorporated by reference to Exhibit 4.2 of the Registrant’s Form 8-K filed on December 21, 2012.
(45)
Incorporated by reference from Post-Effective Amendment No. 8 to the Registrant’s Registration Statement, filed on
December 28, 2012.
(46)
Incorporated by reference from Post-Effective Amendment No. 9 to the Registrant’s Registration Statement, filed on
January 4, 2013.
(47)
Incorporated by reference from Post-Effective Amendment No. 10 to the Registrant’s Registration Statement, filed on
January 10, 2013.
(48)
Incorporated by reference from Post-Effective Amendment No. 11 to the Registrant’s Registration Statement, filed on
January 17, 2013.
(49)
Incorporated by reference from Post-Effective Amendment No. 12 to the Registrant’s Registration Statement, filed on
January 25, 2013.
(50)
Incorporated by reference from Post-Effective Amendment No. 13 to the Registrant’s Registration Statement, filed on
January 31, 2013.
(51)
Incorporated by reference from Post-Effective Amendment No. 14 to the Registrant’s Registration Statement, filed on
February 7, 2013.
(52)
Incorporated by reference from Post-Effective Amendment No. 16 to the Registrant’s Registration Statement, filed on
February 22, 2013.
(53)
Incorporated by reference from Post-Effective Amendment No. 17 to the Registrant’s Registration Statement, filed on
February 28, 2013.
(54)
Incorporated by reference from Post-Effective Amendment No. 18 to the Registrant’s Registration Statement, filed on
March 7, 2013.
(55)
Incorporated by reference from Post-Effective Amendment No. 19 to the Registrant’s Registration Statement, filed on
March 14, 2013.
(56)
Incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed on March 15, 2013.
(57)
Incorporated by reference to Exhibit 4.2 of the Registrant’s Form 8-K filed on March 15, 2013.
(58)
Incorporated by reference from Post-Effective Amendment No. 21 to the Registrant’s Registration Statement, filed on
March 21, 2013.
(59)
Incorporated by reference from Post-Effective Amendment No. 22 to the Registrant’s Registration Statement, filed on
March 28, 2013.
(60)
Incorporated by reference from the Registrant’s Form 10-Q filed on May 6, 2013.
(61)
Incorporated by reference from Post-Effective Amendment No. 23 to the Registrant’s Registration Statement, filed on
April 4, 2013.
(62)
Incorporated by reference from Post-Effective Amendment No. 24 to the Registrant’s Registration Statement, filed on
April 11, 2013.
(63)
Incorporated by reference from Post-Effective Amendment No. 25 to the Registrant’s Registration Statement, filed on
April 18, 2013.
(64)
Incorporated by reference from Post-Effective Amendment No. 26 to the Registrant’s Registration Statement, filed on
April 25, 2013.
232
(65)
Incorporated by reference from Post-Effective Amendment No. 27 to the Registrant’s Registration Statement, filed on
May 2, 2013.
(66)
Incorporated by reference from Post-Effective Amendment No. 29 to the Registrant’s Registration Statement, filed on
May 9, 2013.
(67)
Incorporated by reference from Post-Effective Amendment No. 30 to the Registrant’s Registration Statement, filed on
May 23, 2013.
(68)
Incorporated by reference from Post-Effective Amendment No. 31 to the Registrant’s Registration Statement, filed on
May 31, 2013.
(69)
Incorporated by reference from Post-Effective Amendment No. 32 to the Registrant’s Registration Statement, filed on
June 6, 2013.
(70)
Incorporated by reference from Post-Effective Amendment No. 33 to the Registrant’s Registration Statement, filed on
June 13, 2013.
(71)
Incorporated by reference from Post-Effective Amendment No. 34 to the Registrant’s Registration Statement, filed on
June 20, 2013.
(72)
Incorporated by reference from Post-Effective Amendment No. 35 to the Registrant’s Registration Statement, filed on
June 27, 2013.
(73)
Incorporated by reference from Post-Effective Amendment No. 36 to the Registrant’s Registration Statement, filed on
July 5, 2013.
(74)
Incorporated by reference from Post-Effective Amendment No. 37 to the Registrant’s Registration Statement, filed on
July 11, 2013.
(75)
Incorporated by reference from Post-Effective Amendment No. 38 to the Registrant’s Registration Statement, filed on
July 18, 2013.
Incorporated by reference from Post-Effective Amendment No. 39 to the Registrant’s Registration Statement, filed on
July 25, 2013.
(76)
(77)
Incorporated by reference from Post-Effective Amendment No. 40 to the Registrant’s Registration Statement, filed on
August 1, 2013.
(78)
Incorporated by reference from Post-Effective Amendment No. 41 to the Registrant’s Registration Statement, filed on
August 8, 2013.
(79)
Incorporated by reference from Post-Effective Amendment No. 42 to the Registrant’s Registration Statement, filed on
August 15, 2013.
(80)
Incorporated by reference from Post-Effective Amendment No. 43 to the Registrant’s Registration Statement, filed on
August 22, 2013.
(81)
Incorporated by reference from Post-Effective Amendment No. 45 to the Registrant’s Registration Statement, filed on
September 6, 2013.
(82)
Incorporated by reference from Post-Effective Amendment No. 46 to the Registrant’s Registration Statement, filed on
September 12, 2013.
(83)
Incorporated by reference from Post-Effective Amendment No. 47 to the Registrant’s Registration Statement, filed on
September 19, 2013.
(84)
Incorporated by reference from Post-Effective Amendment No. 48 to the Registrant's Registration Statement, filed on
September 26, 2013.
(85)
Incorporated by reference from Post-Effective Amendment No. 49 to the Registrant's Registration Statement, filed on
October 3, 2013.
(86)
Incorporated by reference from Post-Effective Amendment No. 50 to the Registrant's Registration Statement, filed on
October 10, 2013.
(87)
Incorporated by reference from Post-Effective Amendment No. 51 to the Registrant's Registration Statement, filed on
October 18, 2013.
(88)
Incorporated by reference from Post-Effective Amendment No. 3 to the Registrant's Registration Statement, filed on
October 24, 2013.
(89)
Incorporated by reference from Post-Effective Amendment No. 4 to the Registrant's Registration Statement, filed on
October 31, 2013.
(90)
Incorporated by reference from Post-Effective Amendment No. 6 to the Registrant's Registration Statement, filed on
November 7, 2013.
(91)
Incorporated by reference from Post-Effective Amendment No. 7 to the Registrant's Registration Statement, filed on
November 15, 2013.
(92)
Incorporated by reference from Post-Effective Amendment No. 8 to the Registrant's Registration Statement, filed on
November 21, 2013.
233
(93)
Incorporated by reference from Post-Effective Amendment No. 9 to the Registrant's Registration Statement, filed on
November 29, 2013.
(94)
Incorporated by reference from Post-Effective Amendment No. 10 to the Registrant's Registration Statement, filed on
December 5, 2013.
(95)
Incorporated by reference from Post-Effective Amendment No. 11 to the Registrant's Registration Statement, filed on
December 12, 2013.
(96)
Incorporated by reference from Post-Effective Amendment No. 12 to the Registrant's Registration Statement, filed on
December 19, 2013.
(97)
Incorporated by reference from Post-Effective Amendment No. 13 to the Registrant's Registration Statement, filed on
December 27, 2013.
(98)
Incorporated by reference from Post-Effective Amendment No. 14 to the Registrant's Registration Statement, filed on
January 3, 2014.
(99)
Incorporated by reference from Post-Effective Amendment No. 15 to the Registrant's Registration Statement, filed on
January 9, 2014.
(100) Incorporated by reference from Post-Effective Amendment No. 16 to the Registrant's Registration Statement , filed on
January 16, 2014.
(101) Incorporated by reference from Post-Effective Amendment No. 17 to the Registrant's Registration Statement, filed on
January 24, 2014.
(102) Incorporated by reference from Post-Effective Amendment No. 18 to the Registrant's Registration Statement, filed on
January 30, 2014.
(103) Incorporated by reference from Post-Effective Amendment No. 19 to the Registrant's Registration Statement, filed on
February 6, 2014.
Incorporated by reference from Post-Effective Amendment No. 20 to the Registrant's Registration Statement, filed on
February 13, 2014.
(104)
(105) Incorporated by reference from Post-Effective Amendment No. 21 to the Registrant's Registration Statement, filed on
February 19, 2014.
(106) Incorporated by reference from Post-Effective Amendment No. 22 to the Registrant's Registration Statement, filed on
February 21, 2014.
(107) Incorporated by reference from Post-Effective Amendment No. 23 to the Registrant's Registration Statement, filed on
February 27, 2014.
(108) Incorporated by reference from Post-Effective Amendment No. 24 to the Registrant's Registration Statement, filed on
March 6, 2014.
(109) Incorporated by reference from Post-Effective Amendment No. 25 to the Registrant's Registration Statement, filed on
March 11, 2014.
(110) Incorporated by reference from Post-Effective Amendment No. 26 to the Registrant's Registration Statement, filed on
March 13, 2014.
(111) Incorporated by reference from Post-Effective Amendment No. 27 to the Registrant's Registration Statement, filed on
March 20, 2014.
(112) Incorporated by reference from Post-Effective Amendment No. 28 to the Registrant's Registration Statement, filed on
March 27, 2014.
(113) Incorporated by reference from Post-Effective Amendment No. 29 to the Registrant's Registration Statement, filed on
April 3, 2014.
(114) Incorporated by reference from Post-Effective Amendment No. 30 to the Registrant's Registration Statement, filed on
April 7, 2014.
(115) Incorporated by reference from Post-Effective Amendment No. 31 to the Registrant's Registration Statement, filed on
April 10, 2014.
(116) Incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed on April 16, 2014.
(117) Incorporated by reference from Post-Effective Amendment No. 32 to the Registrant's Registration Statement, filed on
April 17, 2014.
(118) Incorporated by reference from Post-Effective Amendment No. 33 to the Registrant's Registration Statement, filed on
April 24, 2014.
(119) Incorporated by reference from Post-Effective Amendment No. 34 to the Registrant's Registration Statement, filed on
May 1, 2014.
(120) Incorporated by reference from Post-Effective Amendment No. 35 to the Registrant's Registration Statement, filed on
May 8, 2014.
234
(121) Incorporated by reference from the Registrant’s Form 10-K filed on August 21, 2013.
(122) Incorporated by reference from Post-Effective Amendment No. 1 to the Registrant's Registration Statement, filed on
October 15, 2013.
(123) Incorporated by reference from the Registrant’s Proxy Statement filed on September 10, 2013.
(124) Incorporated by reference from the Registrant’s Form 8-K filed on December 11, 2013.
235
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized on August 25, 2014 .
PROSPECT CAPITAL CORPORATION
By: /s/ JOHN F. BARRY III
John F. Barry III
Chairman of the Board and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
/s/ JOHN F. BARRY III
John F. Barry III
Chairman of the Board, Chief Executive Officer and Director
August 25, 2014
/s/ ANDREW C. COOPER
Andrew C. Cooper
Director
August 25, 2014
/s/ BRIAN H. OSWALD
Brian H. Oswald
Chief Financial Officer
August 25, 2014
/s/ M. GRIER ELIASEK
M. Grier Eliasek
President, Chief Operating Officer and Director
August 25, 2014
/s/ WILLIAM J. GREMP
William J. Gremp
Director
August 25, 2014
/s/ EUGENE S. STARK
Eugene S. Stark
Director
August 25, 2014
236
_____________________
CUSTODY AGREEMENT
_____________________
dated as of May 9, 2014
by and between
PROSPECT CAPITAL CORPORATION
(“Company”)
and
CUSTOMERS BANK
(“Custodian”)
TABLE OF CONTENTS
Page
1. DEFINITIONS 1
2. APPOINTMENT OF CUSTODIAN 6
3. DUTIES OF CUSTODIAN 7
4. REPORTING 15
5. DEPOSIT IN U.S. SECURITIES SYSTEMS 15
6. FOREIGN SUB-CUSTODIANS 16
7. CERTAIN GENERAL TERMS 16
8. RESPONSIBILITY OF CUSTODIAN 17
9. SECURITY CODES 21
10. TAX LAW 21
11. EFFECTIVE PERIOD, TERMINATION 21
12. REPRESENTATIONS AND WARRANTIES 22
13. PARTIES IN INTEREST; NO THIRD PARTY BENEFIT 23
14. NOTICES 23
15. CHOICE OF LAW AND JURISDICTION 24
16. ENTIRE AGREEMENT; COUNTERPARTS 24
17. AMENDMENT; WAIVER 24
18. SUCCESSOR AND ASSIGNS 25
19. SEVERABILITY 25
20. REQUEST FOR INSTRUCTIONS 25
21. OTHER BUSINESS 25
22. REPRODUCTION OF DOCUMENTS 26
23. MISCELLANEOUS 26
SCHEDULES
SCHEDULE A – CERTIFICATE OF AUTHORIZED PERSONS
i
This CUSTODY AGREEMENT (this “ Agreement ”) is dated as of May 9, 2014, and is by and between
Prospect Capital Corporation (and any successor or permitted assign, the “ Company ”), a corporation organized under
the laws of the State of Maryland, having its principal place of business at 10 East 40 th Street, 42 nd Floor, New York, NY
10016, and Customers Bank (and any successor or permitted assign acting as custodian hereunder, the “ Custodian ”), a
Pennsylvania state-chartered bank having a place of business at 99 Park Avenue, New York, New York 10016.
RECITALS
WHEREAS, the Company is a closed-end management investment company that has registered as an investment
company under the Investment Company Act of 1940, as amended (the “ 1940 Act ”);
WHEREAS, the Company desires to retain the Custodian to act as custodian for the Company; and
WHEREAS, the Company desires that the Company’s Securities (as defined below) and cash be held and
administered by the Custodian pursuant to this Agreement in compliance with Section 17(f) of the 1940 Act.
NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties
hereto agree as follows:
1.
DEFINITIONS
1.1 Defined Terms . In addition to terms expressly defined elsewhere herein, the following words shall have
the following meanings as used in this Agreement:
“ Account ” means the Cash Account and the Securities Account, collectively.
“ Agreement ” means this Custody Agreement (as the same may be amended from time to time in accordance
with the terms hereof).
“ Asset File ” means, with respect to each Security for which documents are delivered to the Document
Custodian, each of the Required Documents identified on the related Document Checklist.
“ Authorized Person ” has the meaning set forth in Section 7.4.
“ Business Day ” means a day on which the Custodian or the relevant sub-custodian is open for business in the
market or country in which a transaction is to take place.
“ Cash Account ” means the segregated custodial account to be established at the Custodian to which the
Custodian shall deposit or credit and hold any cash or Proceeds received by it from time to time from or with
respect to the Securities or the sale of the
Securities of the Company, as applicable, which account shall be designated the “Prospect Capital Corporation
Cash Proceeds Account.”
“ Certificated Security ” shall have the meaning ascribed to such term in Section 8-102(4) of the UCC.
“ Company ” has the meaning set forth in the first paragraph of this Agreement .
“ Confidential Information ” means any databases, computer programs, screen formats, screen designs, report
formats, interactive design techniques, and other similar or related information that may be furnished to the
Company by the Custodian from time to time pursuant to this Agreement.
“ Custodian ” has the meaning set forth in the first paragraph of this Agreement.
“ Document Custodian ” means the Custodian when acting in the role of a document custodian hereunder.
“ Document Checklist ” means a list delivered to the Document Custodian by the Company in connection with
delivery of each Asset File to the Custodian that identifies (i) whether a Security is a Certificated Security or an
Uncertificated Security, and (ii) the documents, instruments and certificates contained in the related Asset File.
“ Eligible Investment ” means any investment that at the time of its acquisition is one or more of the following:
(a) United States government and agency obligations;
(b) commercial paper having a rating assigned to such commercial paper by Standard & Poor’s Rating
Services or Moody’s Investor Service, Inc. (or, if neither such organization shall rate such commercial paper at
such time, by any nationally recognized rating organization in the United States of America) equal to one of the
two highest ratings assigned by such organization, it being understood that as of the date hereof such ratings by
Standard & Poor’s Rating Services are “A1+” and “A1” and such ratings by Moody’s Investor Service, Inc. are
“P1” and “P2”;
(c) interest bearing deposits in United States dollars in United States banks maturing within one year;
and
(d) money market funds (including funds of the bank serving as Custodian or its affiliates) or United
States government securities funds designed to maintain a fixed share price and high liquidity.
“ Eligible Securities Depository ” has the meaning set forth in Section (b)(1) of Rule 17f-7 under the 1940 Act.
2
“ Federal Reserve Bank Book-Entry System ” means a depository and securities transfer system operated by the
Federal Reserve Bank of the United States on which are eligible to be held all United States Government direct
obligation bills, notes and bonds.
“ Financing Documents ” has the meaning set forth in Section 3.3(b)(ii).
“ Foreign Sub-custodian ” means and includes (i) any branch of a “U.S. Bank,” as that term is defined in
Rule 17f-5 under the 1940 Act, or (ii) any “Eligible Foreign Custodian,” as that term is defined in Rule 17f-5
under the 1940 Act.
“ Participation ” means an interest in a Security that is acquired indirectly by way of a participation from a selling
institution.
“ Person ” means any individual, corporation, partnership, limited liability company, joint venture, association,
joint stock company, trust (including any beneficiary thereof), unincorporated organization, or any government
or agency or political subdivision thereof.
“ Proceeds ” means, collectively, (i) the net cash proceeds to the Company of the initial public offering by the
Company and any subsequent offering by the Company of any class of securities issued by the Company, (ii) all
cash distributions, earnings, dividends, fees and other cash payments paid on the Securities by or on behalf of the
issuer or obligor thereof, or applicable paying agent, (iii) the net cash proceeds of the sale or other disposition of
the Securities pursuant to the terms of this Agreement and (iv) the net cash proceeds to the Company of any
borrowing or other financing by the Company (and any Reinvestment Earnings from investment of any of the
foregoing).
“ Proper Instructions ” means instructions (including Trade Confirmations) received by the Custodian in form
acceptable to it, from the Company, or any Person duly authorized by the Company, by any of the following
means:
(a) in writing signed by any two (2) Authorized Persons (and delivered by hand, by mail, by overnight
courier or by telecopier);
(b) by electronic mail from an Authorized Person;
(c) in tested communication;
(d) in a communication utilizing access codes effected between electro mechanical or electronic
devices; or
(e) such other means as may be agreed upon from time to time by the Custodian and the party giving
such instructions, including oral instructions.
“ Reinvestment Earnings ” has the meaning set forth in Section 3.6(b).
3
“ Required Documents ” means, for each Security as to which an Asset File is delivered to the Document
Custodian:
(a) the related Document Checklist; and
(b) such documents identified in the Document Checklist that may include any Underlying Documents
(but excluding any physical certificates evidencing ownership of a Certificated Security).
“ Securities ” means, collectively, (i) the equity investments, including investments in partnership and limited
liability companies, acquired by the Company and delivered to the Custodian by the Company from time to time
during the term of, and pursuant to the terms of, this Agreement and (ii) all dividends in kind ( e.g. , non-cash
dividends) from the investments described in clause (i).
“ Securities Account ” means the segregated trust account to be established at the Custodian to which the
Custodian shall deposit or credit and hold the Securities (other than Uncertificated Securities) received by it
pursuant to this Agreement, which account shall be designated the “Prospect Capital Corporation Securities
Account.”
“ Securities Custodian ” means the Custodian when acting in the role of a securities custodian hereunder.
“ Securities Depository ” means The Depository Trust Company and any other clearing agency registered with
the Securities and Exchange Commission under Section 17A of the Securities Exchange Act of 1934, as
amended (the “ 1934 Act ”), which acts as a system for the central handling of securities where all securities of
any particular class or series of an issuer deposited within the system are treated as fungible and may be
transferred or pledged by bookkeeping entry without physical delivery of the securities.
“ Securities System ” means the Federal Reserve Book-Entry System, a clearing agency which acts as a
Securities Depository, or another book entry system for the central handling of securities (including an Eligible
Securities Depository).
“ Street Delivery Custom ” means a custom of the United States securities market to deliver securities which are
being sold to the buying broker for examination to determine that the securities are in proper form.
“ Street Name ” means the form of registration in which the securities are held by a broker who is delivering the
securities to another broker for the purposes of sale, it being an accepted custom in the United States securities
industry that a security in Street Name is in proper form for delivery to a buyer and that a security may be re-
registered by a buyer in the ordinary course.
“ Trade Confirmation ” means a confirmation to the Custodian from the Company of the Company’s acquisition
of a Security setting forth applicable information with respect to
4
such Security in any form as may be agreed to by, the Custodian and the Company from time to time.
“ UCC ” shall have the meaning set forth in Section 3.3(a).
“ Underlying Agreement ” means, with respect to any Security, the limited liability company agreement,
subscription agreement or other document or documents evidencing the Company’s investment in the related
issuer.
“ Underlying Documents ” means, with respect to any Security for which the Company delivers an Asset File to
the Custodian, the documents listed on the Document Checklist that may include the related Underlying
Agreement together with any other offering memorandums, purchase agreements, security documents, other
agreements, other ancillary documents, and instruments (including any Certificated Security) executed or
delivered in connection with the Company’s investment in the issuer thereof, including a copy of the register
evidencing registration of the membership or equity interest of the Company on the books and records of the
applicable issuer.
“ Uncertificated Security ” means a Security that is not represented by a physical certificate.
1.2 Construction . In this Agreement unless the contrary intention appears:
(a) any reference to this Agreement or another agreement or instrument refers to such agreement or instrument as
the same may be amended, modified or otherwise rewritten from time to time;
(b) a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and
consolidations, amendments, re-enactments or replacements of any of them;
(c) any term defined in the singular form may be used in, and shall include, the plural with the same meaning,
and vice versa;
(d) a reference to a Person includes a reference to the Person’s executors, successors and permitted assigns;
(e) an agreement, representation or warranty in favor of two or more Persons is for the benefit of them jointly
and severally;
(f) an agreement, representation or warranty on the part of two or more Persons binds them jointly and severally;
(g) a reference to the term “including” means “including, without limitation,”; and
5
(h) a reference to any accounting term is to be interpreted in accordance with generally accepted principles and
practices in the United States, consistently applied, unless otherwise instructed by the
Company.
1.3 Headings . Headings are inserted for convenience and do not affect the interpretation of this Agreement.
2. APPOINTMENT OF CUSTODIAN
2.1 Appointment and Acceptance . The Company hereby appoints the Custodian as custodian of certain
Securities and cash owned by the Company and delivered to the Custodian by the Company from time to time
during the period of this Agreement, on the terms and conditions set forth in this Agreement (which shall include
any addendum hereto which is hereby incorporated herein and made a part of this Agreement), and the Custodian
hereby accepts such appointment and agrees to perform the services and duties set forth in this Agreement with
respect to it, subject to and in accordance with the provisions hereof; provided, however, that the Custodian shall
only be required to act as a Custodian for Securities of or owned by the Company, or as Document Custodian or
Securities Custodian, if the Company and the Custodian each agree in writing (any such written agreement herein
called a “Custodial Consent”). Notwithstanding anything to the contrary contained herein, any provisions of this
Agreement that govern the duties and obligations of the Custodian when acting as Custodian for Securities of or
owned by the Company, or when acting in the role of a securities custodian or a document custodian, shall apply
to the Custodian only after it has executed a Custodial Consent. All Required Documents and Securities in
certificated form shall be maintained and held on behalf of the Company by the Custodian in its vaults in
accordance with customary standards for such custody.
2.2 Instructions . The Company agrees that it shall from time to time provide, or cause to be provided, to the
Custodian all necessary instructions and information, and shall respond promptly to all inquiries and requests of
the Custodian, as may reasonably be necessary to enable the Custodian to perform its duties hereunder.
2.3 Company Responsible For Directions . The Company is solely responsible for directing the Custodian with
respect to deposits to, withdrawals from and transfers to or from the Account. Without limiting the generality of
the foregoing, the Custodian has no responsibility for the Company’s compliance with the 1940 Act, any
restrictions, covenants, limitations or obligations to which the Company may be subject or for which it may have
obligations to third-parties in respect of the Account, and the Custodian shall have no liability for the application
of any funds made at the direction of the Company. The Company shall be solely responsible for properly
instructing all applicable payors to make all appropriate payments to the Custodian for deposit to the Account,
and for properly instructing the Custodian with respect to the allocation or application of all such deposits.
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3. DUTIES OF CUSTODIAN
3.1 Segregation . All Securities and non-cash property held by the Custodian, as applicable, for the account of
the Company (other than Securities maintained in a Securities Depository or Securities System) shall be
physically segregated from other Securities and non-cash property in the possession of the Custodian and shall be
identified as subject to this Agreement.
3.2 Securities Custody Account . The Custodian shall open and maintain in its trust department a segregated
trust account in the name of the Company, subject only to order of the Custodian, in which the Custodian shall
enter and carry, subject to Section 3.3(b), all Securities (other than Uncertificated Securities) and other
investment Uncertificated Securities of the Company which are delivered to it in accordance with this
Agreement. For avoidance of doubt, the Custodian shall not be required to credit or deposit Uncertificated
Securities in the Securities Account but shall instead maintain a register (in book-entry form or in such other
form as it shall deem necessary or desirable) of such Uncertificated Securities, containing such information as the
Company and the Custodian may reasonably agree; provided that, with respect to such Uncertificated Securities,
all Required Documents shall be held in safekeeping by the Document Custodian, individually segregated from
the securities and investments of any other person and marked so as to clearly identify them as the property of the
Company in a manner consistent with Rule 17f-1 under the 1940 Act and as set forth in this Agreement.
The Custodian shall have no power or authority to assign, hypothecate, pledge or otherwise dispose of any such
Securities and investments except pursuant to the direction of the Company under terms of the Agreement.
3.3 Delivery of Cash and Securities to Custodian .
(a) The Company shall deliver, or cause to be delivered, to the Custodian certain of the Company’s Securities,
cash and other investment assets. Required Documents shall be delivered to the Custodian in
its role as, and at the address identified for, the Document Custodian; provided that physical
certificates representing a Security shall be delivered to the Securities Custodian. Except to
the extent otherwise expressly provided herein, delivery of Securities constituting Certificated
Securities to the Custodian shall be in Street Name or the name of the Company or its
nominee (or other good delivery form). The Custodian shall not be responsible for such
Securities, cash or other assets until actually delivered to, and received by it. With respect to
Securities (other than Uncertificated Securities and assets in the nature of “general
intangibles” (as hereinafter defined)) held by the Custodian in its capacity as a “securities
intermediary” (as defined in Section 8-102 of the Uniform Commercial Code as in effect in
the State of New York (the “ UCC ”)), the Custodian shall be obligated to exercise due care in
accordance with reasonable commercial standards in discharging its duties as a securities
intermediary to obtain and maintain such
7
Securities. A Security will be deemed to be “delivered” to the Custodian when the Company delivers
such Security in the following manner: (i) if such Security is a Certificated Security or an instrument
(other than a Security held in a Securities System), then in physical certificated form in the name of the
Company or its nominee, (ii) if such Security is an Uncertificated Security or in the form of
uncertificated share(s) or other interest (other than a Security held in a Securities System), then delivery
of confirmation statements which identify such shares or interests as being recorded in the name of the
Company or its nominee, (iii) if such Security is held in a Securities System or maintained in one or
more omnibus accounts at the Custodian, its agents or sub-custodians, then delivery of confirmation that
such Security is held in the Securities System or maintained through one or more omnibus accounts in
the name of the Custodian (or its nominee) who shall identify the same on its books and records as held
for the account of the Company, or (iv) in such other good delivery form that may be agreed to by the
Custodian from time to time.
(b) (i) In connection with its acquisition of a Security constituting an Uncertificated Security, the Company
shall deliver or cause to be delivered to the Custodian (in its roles as, and at the address
identified for, the Custodian and Document Custodian) a properly completed Trade
Confirmation containing such information in respect of such Security as the Custodian
may reasonably require in order to enable the Custodian to perform its duties hereunder
in respect of such Security and on which the Custodian may conclusively rely without
further inquiry or investigation, in such form and format as the Custodian reasonably
may require, and shall deliver to the Document Custodian (in its role as, and at the
address identified for, the Document Custodian) the Required Documents, including the
Document Checklist.
(ii) Notwithstanding anything herein to the contrary, delivery of Securities acquired by the Company
in the form of Uncertificated Securities or Participations or which are otherwise not evidenced by
a “security” or “instrument” as defined in Section 8-102 and Section 9-102(a)(47) of the UCC),
respectively, shall be made by delivery to the Document Custodian of (i) in the case of an
Uncertificated Security, a copy of the register of the underlying issuer of such interest evidencing
registration of such equity interest on the books and records of the applicable issuer to the name of
the Company (or its nominee) or a copy (which may be a facsimile copy) of an assignment
agreement in favor of the Company as assignee, as identified on the Document Checklist and (ii)
in the case of a Participation, a copy of the related participation agreement or limited liability
agreement identifying the Company as participant or owner of such interest. Any duty on the part
of the Custodian with respect to the custody of such Securities shall be limited to the exercise of
reasonable care by the Custodian in the physical custody of any such Required
8
Documents delivered to it, and any related instrument, security, participation agreement,
assignment agreement and/or other agreements or documents, if any (collectively, “ Financing
Documents ”), that may be delivered to it. Nothing herein shall require the Custodian to credit to
the Securities Account or to treat as a financial asset (within the meaning of Section 8-102(a)(9) of
the UCC) any Security that is not represented by a physical share certificate or an asset in the
nature of a general intangible (as defined in Section 9-102(a)(42) of the UCC) or uncertificated
security (within the meaning of Section 8-102(18) of the UCC) or to “maintain” a sufficient
quantity thereof.
(iii) The Custodian may assume the genuineness of any such Financing Document it may receive and
the genuineness and due authority of any signatures appearing thereon, and shall be entitled to
assume that each such Financing Document it may receive is what it purports to be. If an original
“security” or “instrument” as defined in Section 8-102 and Section 9-102(a)(47) of the UCC,
respectively, is or shall be or become available with respect to any Security to be held by the
Custodian under this Agreement, it shall be the sole responsibility of the Company to make or
cause delivery thereof to the Document Custodian, and the Custodian shall not be under any
obligation at any time to determine whether any such original security or instrument has been or is
required to be issued or made available in respect of any Security or to compel or cause delivery
thereof to the Custodian.
(iv) Contemporaneously with the acquisition of any Security, the Company shall (A) take all actions
necessary for the Company to acquire good title to such Security; and (B) take all actions as may
be necessary (including appropriate payment notices and instructions to issuers, agents or other
applicable paying agents) to cause (x) all payments in respect of the Security to be made to the
Custodian and (y) all notices, solicitations and other communications in respect of such Security
to be directed to the Company. The Custodian shall have no liability for any delay or failure on
the part of the Company to provide necessary information to the Custodian, or for any inaccuracy
therein or incompleteness thereof, or for any delay or failure on the part of the Company to give
such effective payment instruction to the applicable issuer, its agents and other paying agents.
With respect to each such Security, the Custodian shall be entitled to rely on any information and
notices it may receive from time to time from the related issuer, agent, obligor or similar party
with respect to the related Security, or from the Company, and shall be entitled to update its
records (as it may deem necessary or appropriate) on the basis of such information or notices
received, without any obligation on its part independently to verify, investigate or recalculate such
information.
9
3.4 Release of Securities .
(a) The Custodian shall release and deliver, or direct its agents or sub-custodian to release and deliver, as the
case may be, Securities or Required Documents of the Company held by the Custodian, its
agents or its sub-custodian from time to time upon receipt of Proper Instructions (which shall,
among other things, specify the Securities or Required Documents to be released, with such
delivery and other information as may be necessary to enable the Custodian to perform),
which may be standing instructions (in form acceptable to the Custodian), in the following
cases:
(i) upon sale of such Securities by or on behalf of the Company, and such sale may, unless and except to
the extent otherwise directed by Proper Instructions, be carried out by the
Custodian:
(A)
in accordance with the customary or established practices and procedures in the
jurisdiction or market where the transactions occur, including delivery to the purchaser
thereof or to a dealer therefor (or an agent of such purchaser or dealer) against expectation
of receiving later payment; or
(B)
in the case of a sale effected through a Securities System, in accordance with the
rules governing the operations of the Securities System;
(ii) upon the receipt of payment in connection with any repurchase agreement related to such Securities;
(iii) to a depositary agent in connection with tender or other similar offers for such Securities;
(iv) to the issuer thereof, or its agent, when such Securities are called, redeemed, retired or otherwise
become payable (unless otherwise directed by Proper Instructions, the cash or
other consideration is to be delivered to the Custodian, its agents or its sub-
custodian);
(v) to an issuer thereof, or its agent, for transfer into the name of the Custodian or of any nominee of the
Custodian or into the name of any of its agents or sub-custodian or their
nominees, or for exchange for a different number of bonds, certificates or other
evidence representing the same aggregate face amount or number of units;
(vi) to brokers, clearing banks or other clearing agents for examination in accordance with the Street
Delivery Custom;
10
(vii) for exchange or conversion pursuant to any plan of merger, consolidation, recapitalization,
reorganization or readjustment of the securities of the issuer of such Securities,
or pursuant to any deposit agreement (unless otherwise directed by Proper
Instructions, the new securities and cash, if any, are to be delivered to the
Custodian, its agents or its sub-custodian);
(viii) in the case of warrants, rights or similar securities, the surrender thereof in the exercise of such
warrants, rights or similar securities or the surrender of interim receipts or
temporary securities for definitive securities (unless otherwise directed by
Proper Instructions, the new securities and cash, if any, are to be delivered to
the Custodian, its agents or its sub-custodian); and/or
(ix) for any other purpose, but only upon receipt of Proper Instructions and an officer’s certificate signed
by an officer of the Company (which officer shall not have been any
Authorized Person providing the Proper Instructions) stating (i) the specified
securities to be delivered, (ii) the purpose for such delivery, (iii) that such
purpose is a proper corporate purpose and (iv) naming the person or persons to
whom delivery of such Securities shall be made, and attaching a certified copy
of a resolution of the board of directors of the Company or an authorized
committee thereof approving the delivery of such Proper Instructions.
3.5 Registration of Securities . Securities held by the Custodian, its agents or its sub-custodian (other than
bearer securities, securities held in a Securities System or Securities that are Uncertificated Securities or
Participations) shall be registered in the name of the Company or its nominee; or, at the option of the Custodian
(if the Custodian determines it cannot hold such security in the name of the Company), in the name of the
Custodian or in the name of any nominee of the Custodian, or in the name of its agents or its sub-custodian or
their nominees; or, if directed by the Company by Proper Instruction, may be maintained in Street Name. The
Custodian, its agents and its sub-custodian shall not be obliged to accept Securities on behalf of the Company
under the terms of this Agreement unless such Securities are in Street Name or other good deliverable form.
3.6 Bank Accounts, and Management of Cash .
(a) Proceeds and other cash received by the Custodian from time to time shall be deposited or credited to the
Cash Account. All amounts deposited or credited to the Cash Account shall be subject to
clearance and receipt of final payment by the Custodian.
(b) Amounts held in the Cash Account from time to time may be invested in Eligible Investments generally
offered by the Custodian at such time to its commercial customers, pursuant to specific
written Proper Instructions (which may be standing instructions) received by the Custodian
from any two (2) Authorized Persons acting on behalf of the Company. Such investments
shall be subject to
11
availability and the Custodian’s then applicable transaction charges (which shall be at the Company’s
expense). The Custodian shall have no liability for any loss incurred on any such investment. Absent
receipt of such written instruction from the Company, the Custodian shall have no obligation to invest
(or otherwise pay interest on) amounts on deposit in the Cash Account. In no instance will the Custodian
have any obligation to provide investment advice to the Company. Any earnings from such investment
of amounts held in the Cash Account from time to time (collectively, “ Reinvestment Earnings ”) shall
be redeposited in the Cash Account (and may be reinvested at the written direction of the Company).
(c) In the event that the Company shall at any time request a withdrawal of amounts from the Cash Account, the
Custodian shall be entitled to liquidate, and shall have no liability for any loss incurred as a
result of the liquidation of, any investment of the funds credited to such account as needed to
provide necessary liquidity.
(d) The Company acknowledges that cash deposited or invested with any bank (including the bank acting as
Custodian) may make a margin or generate banking income for which such bank shall not be
required to account to the Company.
3.7 Foreign Exchange .
(a) Upon the receipt of Proper Instructions, the Custodian, its agents or its sub-custodian may (but shall not be
obligated to) enter into all types of contracts for foreign exchange on behalf of the Company,
upon terms acceptable to the Custodian and the Company (in each case at the Company’s
expense), including transactions entered into with the Custodian, its sub-custodian or any
affiliates of the Custodian or the sub-custodian. The Custodian shall have no liability for any
losses incurred in or resulting from the rates obtained in such foreign exchange transactions;
and absent specific Proper Instructions, the Custodian shall not be deemed to have any duty to
carry out any foreign exchange on behalf of the Company. The Custodian shall be entitled at
all times to comply with any legal or regulatory requirements applicable to currency or foreign
exchange transactions.
(b) The Company acknowledges that the Custodian, any sub-custodian or any affiliates of the Custodian or any
sub-custodian, involved in any such foreign exchange transactions may make a margin or
generate banking income from foreign exchange transactions entered into pursuant to this
Section 3.7 for which they shall not be required to account to the Company.
3.8 Collection of Income . The Custodian, its agents or its sub-custodian shall use reasonable efforts to collect
on a timely basis all income and other payments with respect to the Securities held hereunder to which the
Company shall be entitled, to the extent consistent with usual custom in the securities custodian business in the
United States. Such efforts shall include collection of interest income, dividends and other payments
12
with respect to registered domestic securities if, on the record date with respect to the date of payment by the
issuer, the Security is registered in the name of the Custodian or its nominee (or in the name of its agent or sub-
custodian, or their nominees); and interest income, dividends and other payments with respect to bearer domestic
securities if, on the date of payment by the issuer, such Securities are held by the Custodian or its sub-custodian
or agent; provided, however, that in the case of Securities held in Street Name, the Custodian shall use
commercially reasonable efforts only to timely collect income. In no event shall the Custodian’s agreement
herein to collect income be construed to obligate the Custodian to commence, undertake or prosecute any legal
proceedings.
3.9 Payment of Moneys . Upon receipt of Proper Instructions, which may be standing instructions, the
Custodian shall pay out from the Cash Account (or remit to its agents or its sub-custodian, and direct them to pay
out) moneys of the Company on deposit therein in the following cases:
(a) upon the purchase of Securities for the Company pursuant to such Proper Instruction; and such purchase may,
unless and except to the extent otherwise directed by Proper Instructions, be carried out by the
Custodian:
(i) in accordance with the customary or established practices and procedures in the jurisdiction or
market where the transactions occur, including delivering money to the seller thereof or to a dealer
therefor (or any agent for such seller or dealer) against expectation of receiving later delivery of such
securities; or
(ii) in the case of a purchase effected through a Securities System, in accordance with the
rules governing the operation of such Securities System;
(b) for the purchase or sale of foreign exchange or foreign exchange agreements for the account of the Company,
including transactions executed with or through the Custodian, its agents or its sub-custodian,
as contemplated by Section 3.7 above;
(i) in payment of the price of securities of the Company repurchased in open market purchases, tender
offers or any other Company repurchase program; and
(ii) for any other purpose directed by the Company, but only upon receipt of Proper Instructions
specifying the amount of such payment, and naming the Person or Persons to
whom such payment is to be made.
3.10 Proxies . The Custodian will, with respect to the Securities held hereunder, use reasonable efforts to cause
to be promptly executed by the registered holder of such Securities proxies received by the Custodian from its
agents or its sub-custodian or from issuers of the Securities being held for the Company, without indication of the
manner in which such proxies are to be voted, and upon receipt of Proper Instructions shall promptly deliver to
the applicable issuer such proxies relating to such Securities. In the absence of such Proper Instructions, or in the
event that such Proper Instructions are not
13
received in a timely fashion, except to the extent otherwise expressly provided herein, the Custodian shall be
under no duty to act with regard to such proxies. Notwithstanding the above, neither Custodian nor any nominee
of Custodian shall vote any of the Securities held hereunder by or for the account of the Company, except in
accordance with Proper Instructions.
3.11 Communications Relating to Securities . The Custodian shall transmit promptly to the Company all
written information (including proxies, proxy soliciting materials, notices, pendency of calls and maturities of
Securities and expirations of rights in connection therewith) received by the Custodian, from its agents or its sub-
custodian or from issuers of the Securities being held for the Company. The Custodian shall have no obligation
or duty to exercise any right or power, or otherwise to preserve rights, in or under any Securities unless and
except to the extent it has received timely Proper Instruction from the Company in accordance with the next
sentence. The Custodian will not be liable for any untimely exercise of any right or power in connection with
Securities at any time held by the Custodian, its agents or sub-custodian unless:
(i) the Custodian has received Proper Instructions with regard to the exercise of any such right or power;
and
(ii) the Custodian, or its agents or sub-custodian are in actual possession of such Securities,
in each case, at least three (3) Business Days prior to the date on which such right or power is to be exercised. It
will be the responsibility of the Company to notify the Custodian of the Person to whom such communications
must be forwarded under this Section.
3.12 Records . The Custodian shall create and maintain complete and accurate records relating to its activities
under this Agreement with respect to the Securities, cash or other property held for the Company under this
Agreement, with particular attention to Section 31 of the 1940 Act, and Rules 31a-1 and 31a-2 thereunder. To the
extent that the Custodian, in its sole opinion, is able to do so, the Custodian shall provide assistance to the
Company (at the Company’s reasonable request made from time to time) by providing sub-certifications
regarding certain of its services performed hereunder to the Company in connection with the Company’s
certification requirements pursuant to the Sarbanes-Oxley Act of 2002, as amended. All such records shall be the
property of the Company and shall at all times during the regular business hours of the Custodian be open for
inspection by duly authorized officers, employees or agents of the Company (including its independent public
accountants) and employees and agents of the Securities and Exchange Commission, upon reasonable request
and prior notice and at the Company’s expense. The Custodian shall, at the Company’s request, supply the
Company with a tabulation of Securities owned by the Company and held by the Custodian and shall, when
requested to do so by the Company and for such compensation as shall be agreed upon between the Company
and the Custodian, include, to the extent
14
applicable, the certificate numbers in such tabulations, to the extent such information is available to the
Custodian.
4. REPORTING
(a) The Custodian shall render to the Company a monthly report of (i) all deposits to and withdrawals from the
Cash Account during the month, and the outstanding balance (as of the last day of the
preceding monthly report and as of the last day of the subject month), (ii) an itemized
statement of the Securities held pursuant to this Agreement as of the end of each month, all
transactions in the Securities during the month, as well as a list of all Securities transactions
that remain unsettled at that time, and (iii) such other matters as the parties may agree from
time to time.
(b) For each Business Day, the Custodian shall render to the Company a daily report of (i) all deposits to and
withdrawals from the Cash Account for such Business Day and the outstanding balance as of
the end of such Business Day, and (ii) a report of settled trades of Securities for such Business
Day.
(c) The Custodian shall have no duty or obligation to undertake any market valuation of the Securities under any
circumstance.
(d) The Custodian shall provide the Company, promptly upon request, with such reports as are reasonably
available to it and as the Company may reasonably request from time to time, concerning (i)
the internal accounting controls, including procedures for safeguarding securities, which are
employed by the Custodian and (ii) the financial strength of the Custodian.
5. DEPOSIT IN U.S. SECURITIES SYSTEMS
The Custodian may deposit and/or maintain Securities in a Securities System within the United States in accordance
with applicable Federal Reserve Board and Securities and Exchange Commission rules and regulations, including
Rule 17f-4 under the 1940 Act, and subject to the following provisions:
(c) The Custodian may keep domestic Securities in a U.S. Securities System; provided that such Securities are
represented in an account of the Custodian in the U.S. Securities System which shall not
include any assets of the Custodian other than assets held by it as a fiduciary, custodian or
otherwise for customers;
(d) The records of the Custodian with respect to Securities which are maintained in a U.S. Securities System
shall identify by book-entry those Securities belonging to the Company;
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(e) The Custodian shall provide to the Company copies of all notices received from a U.S. Securities System of
transfers of Securities for the account of the Company; and
(f) Anything to the contrary in this Agreement notwithstanding, the Custodian shall not be liable to the Company
for any direct loss, damage, cost, expense, liability or claim to the Company resulting from use
of any U.S. Securities System (other than to the extent resulting from the gross negligence,
misfeasance or misconduct of the Custodian itself, or from failure of the Custodian to enforce
effectively such rights as it may have against a U.S. Securities System).
6. FOREIGN SUB-CUSTODIANS
6.1 Foreign Sub-custodians . The Custodian may not appoint or employ any Foreign Sub-custodians.
7. CERTAIN GENERAL TERMS
7.1 No Duty to Examine Underlying Instruments . Nothing herein shall obligate the Custodian to review or
examine the terms of any underlying limited liability company agreement, stock or share certificate, share
registrar, instrument, subscription agreement, limited partnership agreement or other similar agreement or
document evidencing or governing any Security to determine the validity, sufficiency, marketability or
enforceability of any Security (and shall have no responsibility for the genuineness or completeness thereof), or
otherwise.
7.2 Resolution of Discrepancies . In the event of any discrepancy between the information set forth in any
report provided by the Custodian to the Company and any information contained in the books or records of the
Company, the Company shall promptly notify the Custodian thereof and the parties shall cooperate to diligently
resolve the discrepancy.
7.3 Improper Instructions . Notwithstanding anything herein to the contrary, the Custodian shall not be
obligated to take any action (or forebear from taking any action), which it reasonably determines to be contrary
to the terms of this Agreement or applicable law. In no instance shall the Custodian be obligated to provide
services on any day that is not a Business Day.
7.4 Proper Instructions .
(a) The Company will give a notice to the Custodian, in form acceptable to the Custodian, specifying the names
and specimen signatures of persons authorized to give Proper Instructions (collectively, “
Authorized Persons ” and each is an “ Authorized Person ”), which notice shall be signed by
any two (2) Authorized Persons previously certified to the Custodian. The Custodian shall be
entitled to rely upon the identity and authority of such persons until it receives written
16
notice from any two (2) Authorized Persons of the Company to the contrary. The initial Authorized
Persons are set forth on Schedule A attached hereto and made a part hereof (as such Schedule A may be
modified from time to time by written notice from the Company to the Custodian); and the Company
hereby represents and warrants that the true and accurate specimen signatures of such initial Authorized
Persons are set forth on Schedule A .
(b) The Custodian shall have no responsibility or liability to the Company (or any other person or entity), and
shall be indemnified and held harmless by the Company, in the event that a subsequent written
confirmation of an oral instruction fails to conform to the oral instructions received by the
Custodian. The Custodian shall not have an obligation to act in accordance with purported
instructions to the extent that they conflict with applicable law or regulations, local market
practice or the Custodian’s operating policies and practices. The Custodian shall not be liable
for any loss resulting from a delay while it obtains clarification of any Proper Instructions.
7.5 Actions Permitted Without Express Authority . The Custodian may, at its discretion, without express
authority from the Company:
(c) surrender Securities in temporary form for Securities in definitive form;
(d) endorse for collection cheques, drafts and other negotiable instruments; and
(e) in general attend to all nondiscretionary details in connection with the sale, exchange, substitution, purchase,
transfer and other dealings with the securities and property of the Company.
7.6 Evidence of Authority . The Custodian shall be protected in acting upon any instructions, notice, request,
consent, certificate, instrument or paper reasonably believed by it to be genuine and to have been properly
executed or otherwise given by or on behalf of the Company by any two (2) Authorized Persons. The Custodian
may receive and accept a certificate signed by any two (2) Authorized Persons as conclusive evidence of:
(a) the authority of any person to act in accordance with such certificate; or
(b) any determination or action by the Company as described in such certificate,
and such certificate may be considered as in full force and effect until receipt by the Custodian of written notice
to the contrary from any two (2) Authorized Persons of the Company.
7.7 Receipt of Communications . Any communication received by the Custodian on a day which is not a
Business Day or after 3:30 p.m., Eastern time (or such other time as is agreed by the Company and the Custodian
from time to time), on a Business Day will be deemed to have been received on the next Business Day (but in the
case of
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communications so received after 3:30 p.m., Eastern time, on a Business Day the Custodian will use its best
efforts to process such communications as soon as possible after receipt).
8. RESPONSIBILITY OF CUSTODIAN
8.1 General Duties . The Custodian shall have no duties, obligations or responsibilities under this Agreement
or with respect to the Securities or Proceeds except for such duties as are expressly and specifically set forth in
this Agreement, and the duties and obligations of the Custodian shall be determined solely by the express
provisions of this Agreement. No implied duties, obligations or responsibilities shall be read into this Agreement
against, or on the part of, the Custodian.
8.2 Instructions .
(c) The Custodian shall be entitled to refrain from taking any action unless it has such instruction (in the form of
Proper Instructions) from the Company as it reasonably deems necessary, and shall be entitled
to require, upon notice to the Company, that Proper Instructions to it be in writing. The
Custodian shall have no liability for any action (or forbearance from action) taken pursuant to
the Proper Instruction of the Company.
(d) Whenever the Custodian is entitled or required to receive or obtain any communications or information
pursuant to or as contemplated by this Agreement, it shall be entitled to receive the same in
writing, in form, content and medium reasonably acceptable to it and otherwise in accordance
with any applicable terms of this Agreement; and whenever any report or other information is
required to be produced or distributed by the Custodian it shall be in form, content and
medium reasonably acceptable to it and the Company and otherwise in accordance with any
applicable terms of this Agreement.
8.3 General Standards of Care . Notwithstanding any terms herein contained to the contrary, the acceptance by
the Custodian of its appointment hereunder is expressly subject to the following terms, which shall govern and
apply to each of the terms and provisions of this Agreement (whether or not so stated therein):
(c) The Custodian may rely on (and shall be protected in acting or refraining from acting in reliance upon) any
written notice, instruction, statement, certificate, request, waiver, consent, opinion, report,
receipt or other paper or document furnished to it (including any of the foregoing provided to
it by telecopier or electronic means), not only as to its due execution and validity, but also as
to the truth and accuracy of any information therein contained, which it in good faith believes
to be genuine and signed or presented by the proper person (which in the case of any
instruction from or on behalf of the Company shall be any two (2) Authorized Persons); and
the Custodian shall be entitled to presume the genuineness and due authority of any signature
appearing thereon. The
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Custodian shall not be bound to make any independent investigation into the facts or matters stated in
any such notice, instruction, statement, certificate, request, waiver, consent, opinion, report, receipt or
other paper or document; provided, however, that, if the form thereof is specifically prescribed by the
terms of this Agreement, the Custodian shall examine the same to determine whether it substantially
conforms on its face to such requirements hereof.
(d) Neither the Custodian nor any of its directors, officers or employees shall be liable to anyone for any error of
judgment, or for any act done or step taken or omitted to be taken by it (or any of its directors,
officers of employees), or for any mistake of fact or law, or for anything which it may do or
refrain from doing in connection herewith, unless such action or inaction constitutes gross
negligence, willful misconduct or bad faith on its part and in breach of the terms of this
Agreement. The Custodian shall not be liable for any action taken by it in good faith and
reasonably believed by it to be within powers conferred upon it, or taken by it pursuant to any
direction or instruction by which it is governed hereunder, or omitted to be taken by it by
reason of the lack of direction or instruction required hereby for such action. Except as
otherwise expressly provided herein, the Custodian shall not be under any obligation at any
time to ascertain whether the Company is in compliance with the 1940 Act, the regulations
thereunder, or the Company’s investment objectives and policies then in effect.
(e) In no event shall the Custodian be liable for any indirect, special or consequential damages (including lost
profits) whether or not it has been advised of the likelihood of such damages.
(f) The Custodian may consult with, and obtain advice from, legal counsel selected in good faith with respect to
any question as to any of the provisions hereof or its duties hereunder, or any matter relating
hereto, and the written opinion or advice of such counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted by the
Custodian in good faith in accordance with the opinion and directions of such counsel.
(g) The Custodian shall not be deemed to have notice of any fact, claim or demand with respect hereto unless
actually known by an employee working in its Corporate Trust Services group and charged
with responsibility for administering this Agreement or unless received (and then only to the
extent received) in writing by the Custodian at the applicable address(es) as set forth in
Section 14 and specifically referencing this Agreement.
(h) No provision of this Agreement shall require the Custodian to expend or risk its own funds, or to take any
action (or forbear from action) hereunder which might in its judgment involve any expense or
any financial or other liability unless it shall be furnished with acceptable indemnification.
Nothing herein shall obligate the Custodian to commence, prosecute or defend legal
proceedings in any
19
instance, whether on behalf of the Company or on its own behalf or otherwise, with respect to any matter
arising hereunder, or relating to this Agreement or the services contemplated hereby.
(i) The permissive right of the Custodian to take any action hereunder shall not be construed as duty.
(j) The Custodian may act or exercise its duties or powers hereunder through agents, subcustodians, or attorneys,
and the Custodian shall not be liable or responsible for the actions or omissions of any such
agent, subcustodian or attorney (i) appointed with the Company’s prior written consent
specifically acknowledging such limitation of liability and (ii) maintained with reasonable due
care.
(k) All indemnifications contained in this Agreement in favor of the Custodian shall survive the termination of
this Agreement.
8.4 Indemnification; Custodian’s Lien .
(f) The Company shall and does hereby indemnify and hold harmless each of the Custodian for and from any and
all costs and expenses (including reasonable attorney’s fees and expenses), and any and all
losses, damages, claims and liabilities, that may arise, be brought against or incurred by the
Custodian, and any advances or disbursements made by the Custodian (including in respect of
any Account overdraft, returned deposit item, chargeback, provisional credit, settlement or
assumed settlement, reclaimed payment, claw-back or the like), as a result of, relating to, or
arising out of this Agreement, or the administration or performance of the Custodian’s duties
hereunder, or the relationship between the Company (including, for the avoidance of doubt,
any subsidiary) and the Custodian created hereby, other than such liabilities, losses, damages,
claims, costs and expenses as are directly caused by the Custodian’s action or inaction
constituting gross negligence, fraud or willful misconduct.
(g) If the Company requests that the Custodian, its affiliates, subsidiaries or agents, advance cash or securities
for any purpose (including but not limited to securities settlements, foreign exchange contracts
and assumed settlement) (it being understood and agreed that the Custodian may approve or
reject any such request in its sole discretion) or in the event that the Custodian or its nominee
shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in
connection with the performance of this Agreement, except such as may arise from the
Custodian’s or its nominee’s own gross negligent action, gross negligent failure to act, fraud
or willful misconduct, or if the Company fails to compensate the Custodian pursuant to
Section 8.4 hereof, any cash at any time held for the account of the Company shall be security
therefor and should the Company fail to repay the Custodian promptly (or, if specified, within
the time
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frame provided herein), the Custodian shall be entitled to utilize available cash to the extent necessary to
obtain reimbursement.
8.5 Force Majeure . Without prejudice to the generality of the foregoing, the Custodian shall be without
liability to the Company for any damage or loss resulting from or caused by events or circumstances beyond the
Custodian’s reasonable control, including nationalization, expropriation, currency restrictions, the interruption,
disruption or suspension of the normal procedures and practices of any securities market, power, mechanical,
communications or other technological failures or interruptions, computer viruses or the like, fires, floods,
earthquakes or other natural disasters, civil and military disturbance, acts of war or terrorism, riots, revolution,
acts of God, work stoppages, strikes, national disasters of any kind, or other similar events or acts; errors by the
Company (including any Authorized Person) in its instructions to the Custodian; or changes in applicable law,
regulation or orders.
9. SECURITY CODES
If the Custodian issues to the Company security codes, passwords or test keys in order that it may verify that certain
transmissions of information, including Proper Instructions, have been originated by the Company, the Company shall
take all commercially reasonable steps to safeguard any security codes, passwords, test keys or other security devices
which the Custodian shall make available.
10. TAX LAW
10.1 Domestic Tax Law . The Custodian shall have no responsibility or liability for any obligations now or
hereafter imposed on the Company, or the Custodian as custodian of the Securities or the Proceeds, by the tax
law of the United States or any state or political subdivision thereof. The Custodian shall be kept indemnified by
and be without liability to the Company for such obligations including taxes (but excluding any income taxes
assessable in respect of compensation paid to the Custodian pursuant to this Agreement), withholding,
certification and reporting requirements, claims for exemption or refund, additions for late payment interest,
penalties and other expenses (including legal expenses) that may be assessed against the Company, or the
Custodian as custodian of the Securities or Proceeds.
10.2 Foreign Tax Law . It shall be the responsibility of the Company to notify the Custodian of the obligations
imposed on the Company by the tax law of foreign ( i.e. , non-U.S.) jurisdictions, including responsibility for
withholding and other taxes, assessments or other government charges, certifications and government reporting.
The sole responsibility of the Custodian with regard to such tax law shall be to use reasonable efforts to
cooperate with the Company with respect to any claims for exemption or refund under the tax law of the
jurisdictions for which the Company has provided such information.
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11. EFFECTIVE PERIOD, TERMINATION
11.1 Effective Date . This Agreement shall become effective as of its due execution and delivery by each of
the parties. This Agreement shall continue in full force and effect until terminated as hereinafter provided. This
Agreement may be terminated by the Custodian or the Company pursuant to Section 11.2.
11.2 Termination . This Agreement shall terminate upon the earliest of (a) occurrence of the effective date of
termination specified in any written notice of termination given by either party to the other not later than sixty
(60) days prior to the effective date of termination specified therein, and (b) such other date of termination as
may be mutually agreed upon by the parties in writing. If a successor custodian shall have been appointed by the
Company, the Custodian shall, upon receipt of a notice of acceptance by the successor custodian, on such
specified date of termination (a) deliver directly to the successor custodian all Securities (other than Securities
held in a Securities System) and cash then owned by the Fund and held by the Custodian as custodian, and (b)
transfer any Securities held in a Securities System to an account of or for the benefit of the Fund at the successor
custodian. In the event of the appointment of a successor custodian, it is agreed that all Securities held by the
Custodian, any sub-custodian or nominee shall be delivered to the successor custodian; and the Custodian agrees
to cooperate with the Company in the execution of documents and performance of other actions necessary or
desirable in order to substitute the successor custodian for the Custodian under this Agreement. The Company
may at any time immediately terminate this Agreement in the event of the appointment of a conservator or
receiver for the Custodian by regulatory authorities or upon the happening of a like event at the direction of an
appropriate regulatory agency or court of competent jurisdiction. Termination shall not affect any of the
liabilities either party owes to the other arising under this Agreement prior to such termination.
11.3 Resignation . The Custodian may at any time resign under this Agreement by giving not less than sixty
(60) days advance written notice thereof to the Company. The Company may at any time remove the Custodian
under this Agreement by giving not less than sixty (60) days advance written notice thereof to the Custodian.
11.4 Successor . Prior to the effective date of termination of this Agreement, or the effective date of the
resignation or removal of the Custodian, as the case may be, the Company shall give Proper Instruction to the
Custodian designating a successor Custodian, if applicable.
11.5 Final Report . In the event of any resignation or removal of the Custodian, the Custodian shall provide to
the Company a complete final report or data file transfer of any Confidential Information as of the date of such
resignation or removal.
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12. REPRESENTATIONS AND WARRANTIES
12.1 Representations of the Company . The Company represents and warrants to the Custodian that:
(c) it has the power and authority to enter into and perform its obligations under this Agreement, and it has duly
authorized, executed and delivered this Agreement so as to constitute its valid and binding
obligation; and
(d) in giving any instructions which purport to be “Proper Instructions” under this Agreement, the Company will
act in accordance with the provisions of its articles of incorporation and bylaws and any
applicable laws and regulations.
12.2 Representations of the Custodian . The Custodian hereby represents and warrants to the Company that:
(b) it is qualified to act as a custodian pursuant to Section 26(a)(1) of the 1940 Act;
(c) it has the power and authority to enter into and perform its obligations under this Agreement;
(d) it has duly authorized, executed and delivered this Agreement so as to constitute its valid and binding
obligations; and
(e) it maintains business continuity policies and standards that include data file backup and recovery procedures
that comply with all applicable regulatory requirements.
13. PARTIES IN INTEREST; NO THIRD PARTY BENEFIT
This Agreement is not intended for, and shall not be construed to be intended for, the benefit of any third parties and
may not be relied upon or enforced by any third parties (other than successors and permitted assigns pursuant to Section
18).
14. NOTICES
Any Proper Instructions (to the extent given by hand, mail, courier or telecopier) shall be given to the following address
(or such other address as either party may designate by written notice to the other party), and otherwise any notices,
approvals and other communications hereunder shall be sufficient if made in writing and given to the parties at the
following address (or such other address as either of them may subsequently designate by notice to the other), given by
(i) hand, (ii) certified or registered mail, postage prepaid, (iii) recognized courier or delivery service, or (iv) confirmed
telecopier or telex, with a duplicate sent on the same day by first class mail, postage prepaid:
(a) if to the Company, to
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Prospect Capital Corporation
10 East 40 th Street, 42 nd Floor
New York, New York 10016
Attention: Prospect Accounting
Fax No.: (212) 448-9652
Email: fax@prospectstreet.com
pacct@prospectstreet.com
pl@prospectstreet.com
(b) if to the Custodian, to
Customers Bank
99 Park Avenue
New York, New York 10016
Ref: Prospect Capital Corporation
Attention: Eugene M. Kennedy III
Fax:
Email: ekennedy@cbpcb.com
15. CHOICE OF LAW AND JURISDICTION
This Agreement shall be construed, and the provisions thereof interpreted under and in accordance with and governed by
the laws of the State of New York for all purposes (without regard to its choice of law provisions); except to the extent
such laws are inconsistent with federal securities laws, including the 1940 Act, in which case such federal securities laws
shall govern.
16. ENTIRE AGREEMENT; COUNTERPARTS
16.1 Complete Agreement . This Agreement constitutes the complete and exclusive agreement of the parties
with regard to the matters addressed herein and supersedes and terminates, as of the date hereof, all prior
agreements or understandings, oral or written, between the parties to this Agreement relating to such matters.
16.2 Counterparts . This Agreement may be executed in any number of counterparts and all counterparts taken
together shall constitute one and the same instrument.
16.3 Facsimile Signatures . The exchange of copies of this Agreement and of signature pages by facsimile
transmission or pdf shall constitute effective execution and delivery of this Agreement as to the parties and may
be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile or
pdf shall be deemed to be their original signatures for all purposes.
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17. AMENDMENT; WAIVER
17.1 Amendment . This Agreement may not be amended except by an express written instrument duly
executed by each of the Company and the Custodian (and not by an email or series of emails); provided, that in
the case of the Company, such amendment must be signed in blue ink by the Chief Executive Officer or
President of the Company or their successors.
17.2 Waiver . In no instance shall any delay or failure to act be deemed to be or effective as a waiver of any
right, power or term hereunder, unless and except to the extent such waiver is set forth in an express written
instrument signed by the party against whom it is to be charged (and not by an email or series of emails);
provided, that in the case of the Company, such waiver must be signed in blue ink by the Chief Executive Officer
or President of the Company or their successors.
18. SUCCESSOR AND ASSIGNS
18.1 Successors Bound . The covenants and agreements set forth herein shall be binding upon and inure to the
benefit of each of the parties and their respective successors and permitted assigns. Neither party shall be
permitted to assign their rights under this Agreement without the written consent of the other party; provided,
however, that the foregoing shall not limit the ability of the Custodian to delegate certain duties or services to or
perform them through agents or attorneys appointed with due care as expressly provided in this Agreement.
18.2 Merger and Consolidation . Any corporation or association into which the Custodian may be merged or
converted or with which it may be consolidated, or any corporation or association resulting from any merger,
conversion or consolidation to which the Custodian shall be a party, or any corporation or association to which
the Custodian transfers all or substantially all of its corporate trust business, shall be the successor of the
Custodian hereunder, and shall succeed to all of the rights, powers and duties of the Custodian hereunder,
without the execution or filing of any paper or any further act on the part of any of the parties hereto.
19. SEVERABILITY
The terms of this Agreement are hereby declared to be severable, such that if any term hereof is determined to be invalid
or unenforceable, such determination shall not affect the remaining terms. Should any part of this Agreement be held
invalid or unenforceable in any jurisdiction, the invalid or unenforceable portion or portions shall be removed (and no
more) only in that jurisdiction, and the remainder shall be enforced as fully as possible (removing the minimum amount
possible) in that jurisdiction. In lieu of such invalid or unenforceable provision, the parties hereto will negotiate in good
faith to add automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such
invalid or unenforceable provision as may be possible.
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20. REQUEST FOR INSTRUCTIONS
If, in performing its duties under this Agreement, the Custodian is required to decide between alternative courses of
action, the Custodian may (but shall not be obliged to) request written instructions from the Company as to the course of
action desired by it. If the Custodian does not receive such instructions within two (2) Business Days after it has
requested them, the Custodian may, but shall be under no duty to, take or refrain from taking any such courses of action.
The Custodian shall act in accordance with instructions received from the Company in response to such request after
such two-Business Day period except to the extent it has already taken, or committed itself to take, action inconsistent
with such instructions.
21. OTHER BUSINESS
Nothing herein shall prevent the Custodian or any of its affiliates from engaging in other business, or from entering into
any other transaction or financial or other relationship with, or receiving fees from or from rendering services of any
kind to the Company or any other Person. Nothing contained in this Agreement shall constitute the Company and/or the
Custodian (and/or any other Person) as members of any partnership, joint venture, association, syndicate, unincorporated
business or similar assignment as a result of or by virtue of the engagement or relationship established by this
Agreement.
22. REPRODUCTION OF DOCUMENTS
This Agreement and all schedules, exhibits, attachments and amendment hereto may be reproduced by any photographic,
photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto each agree that
any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding,
whether or not the original is in existence and whether or not such reproduction was made by a party in the regular
course of business, and that any enlargement, facsimile or further production shall likewise be admissible in evidence.
23. MISCELLANEOUS
The Company acknowledges receipt of the following notice:
“ IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT .
To help the government fight the funding of terrorism and money laundering activities, Federal law
requires all financial institutions to obtain, verify and record information that identifies each person who
opens an account. For a non-individual person such as a business entity, a charity, a trust or other legal
entity the Custodian will ask for documentation to verify its formation and existence as a legal entity. The
Custodian may also ask to see financial statements, licenses, identification and authorization documents
from individuals claiming authority to represent the entity or other relevant documentation.”
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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed and delivered by a duly
authorized officer, intending the same to take effect as of the date first written above.
Witness:
PROSPECT CAPITAL CORPORATION
_/s/ Eric F. Colandrea___________ By: /s/ M. Grier Eliasek
Name: Eric F. Colandrea Name: M. Grier Eliasek
Title: Deputy General Counsel Title: President and COO
Witness: CUSTOMERS BANK
_/s/ Jake Danielski _______________ By: /s/ Eugene Kennedy
Name: Jake Danielski Name: Eugene Kennedy
Title: Vice President Title: Managing Director
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SCHEDULE A
CERTIFICATE OF AUTHORIZED PERSONS
The undersigned hereby certifies that he/she is the duly elected and acting Secretary of Prospect Capital
Corporation (the “Client”), and further certifies that the following officers or employees of the Client have been duly
authorized to deliver Instructions to the Custodian pursuant to the Agreement between the Client and Custodian, dated
May 9, 2014, and that the signatures appearing opposite their names are true and correct:
John F. Barry III
Name
Chairman and CEO
Title
M. Grier Eliasek
Name
President and COO
Title
Signature
Signature
Brian H. Oswald
Name
CFO, Secretary and Treasurer
Title
Signature
This certificate supersedes any certificate of Authorized Persons you may currently have on file.
By:_______________________________
Name: Brian H. Oswald
Title: CFO, Secretary and Treasurer
Date: May 9, 2014
_____________________
CUSTODY AGREEMENT
_____________________
dated as of May 9, 2014
by and between
PROSPECT CAPITAL CORPORATION
(“Company”)
and
PEAPACK-GLADSTONE BANK
(“Custodian”)
TABLE OF CONTENTS
Page
1. DEFINITIONS 1
2. APPOINTMENT OF CUSTODIAN 6
3. DUTIES OF CUSTODIAN 6
4. REPORTING 14
5. DEPOSIT IN U.S. SECURITIES SYSTEMS 15
6. FOREIGN SUB-CUSTODIANS 15
7. CERTAIN GENERAL TERMS 15
8. RESPONSIBILITY OF CUSTODIAN 17
9. SECURITY CODES 20
10. TAX LAW 20
11. EFFECTIVE PERIOD, TERMINATION 21
12. REPRESENTATIONS AND WARRANTIES 22
13. PARTIES IN INTEREST; NO THIRD PARTY BENEFIT 22
14. NOTICES 22
15. CHOICE OF LAW AND JURISDICTION 23
16. ENTIRE AGREEMENT; COUNTERPARTS 23
17. AMENDMENT; WAIVER 24
18. SUCCESSOR AND ASSIGNS 24
19. SEVERABILITY 24
20. REQUEST FOR INSTRUCTIONS 25
21. OTHER BUSINESS 25
22. REPRODUCTION OF DOCUMENTS 25
23. MISCELLANEOUS 25
SCHEDULES
SCHEDULE A – CERTIFICATE OF AUTHORIZED PERSONS
i
THIS CUSTODY AGREEMENT ( as amended, modified and/or supplemented and in effect, from time to time,
this “ Agreement ”) is dated as of May 9, 2014, and is by and between Prospect Capital Corporation (and any successor
or permitted assign, the “ Company ”), a corporation organized under the laws of the State of Maryland, having its
principal place of business at 10 East 40 th Street, 42 nd Floor, New York, NY 10016, and Peapack-Gladstone Bank (and
any successor or permitted assign acting as custodian hereunder, the “ Custodian ”), a New Jersey state chartered
banking institution having a place of business at 500 Hills Drive, Bedminster, New jersey 07921.
RECITALS
WHEREAS, the Company is a closed-end management investment company that has registered as an investment
company under the Investment Company Act of 1940, as amended (the “ 1940 Act ”);
WHEREAS, the Company desires to retain the Custodian to act as custodian for the Company; and
WHEREAS, the Company desires that the Company’s Securities (as defined below) and cash be held and
administered by the Custodian pursuant to this Agreement in compliance with Section 17(f) of the 1940 Act.
NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties
hereto agree as follows:
1.
DEFINITIONS
1.1 Defined Terms . In addition to terms expressly defined elsewhere herein, the following words shall have
the following meanings as used in this Agreement:
“ Account ” means the Cash Account and the Securities Account, collectively.
“ Agreement ” means this Custody Agreement (as the same may be amended from time to time in accordance
with the terms hereof).
“ Asset File ” means, with respect to each Security for which documents are delivered to the Document
Custodian, each of the Required Documents identified on the related Document Checklist.
“ Authorized Person ” has the meaning set forth in Section 7.4.
“ Business Day ” means a day on which the Custodian or the relevant sub-custodian is open for business in the
market or country in which a transaction is to take place.
“ Cash Account ” means the segregated demand deposit account to be established at the Custodian to which the
Custodian shall deposit or credit and hold any cash or Proceeds received by it, from time to time, from the
Company, which demand deposit account shall be designated the “Prospect Capital Corporation Cash Account.”
“ Certificated Security ” shall have the meaning ascribed to such term in Section 8-102(4) of the UCC.
“ Company ” has the meaning set forth in the first paragraph of this Agreement .
“ Confidential Information ” means any databases, computer programs, screen formats, screen designs, report
formats, interactive design techniques, and other similar or related information that may be furnished to the
Company by the Custodian from time to time pursuant to this Agreement.
“ Custodian ” has the meaning set forth in the first paragraph of this Agreement.
“ Document Custodian ” means the Custodian when acting in the role of a document custodian hereunder.
“ Document Checklist ” means a list delivered to the Document Custodian by the Company in connection with
delivery of each Asset File to the Custodian that identifies (i) whether a Security is a Certificated Security or an
Uncertificated Security, and (ii) the documents, instruments and certificates contained in the related Asset File.
“ Eligible Investment ” means any investment that at the time of its acquisition is one or more of the following:
(a) United States government and agency obligations;
(b) commercial paper having a rating assigned to such commercial paper by Standard & Poor’s Rating
Services or Moody’s Investor Service, Inc. (or, if neither such organization shall rate such commercial paper at
such time, by any nationally recognized rating organization in the United States of America) equal to one of the
two highest ratings assigned by such organization, it being understood that as of the date hereof such ratings by
Standard & Poor’s Rating Services are “A1+” and “A1” and such ratings by Moody’s Investor Service, Inc. are
“P1” and “P2”;
(c) interest bearing deposits in United States dollars in United States banks maturing within one year;
and
(d) money market funds (including funds of the bank serving as Custodian or its affiliates) or United
States government securities funds designed to maintain a fixed share price and high liquidity.
“ Eligible Securities Depository ” has the meaning set forth in Section (b)(1) of Rule 17f-7 under the 1940 Act.
“ Federal Reserve Bank Book-Entry System ” means a depository and securities transfer system operated by the
Federal Reserve Bank of the United States on which are eligible to be held all United States Government direct
obligation bills, notes and bonds.
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“ Financing Documents ” has the meaning set forth in Section 3.3(b)(ii).
“ Foreign Sub-custodian ” means and includes (i) any branch of a “U.S. Bank,” as that term is defined in
Rule 17f-5 under the 1940 Act, or (ii) any “Eligible Foreign Custodian,” as that term is defined in Rule 17f-5
under the 1940 Act.
“ Participation ” means an interest in a Security that is acquired indirectly by way of a participation from a selling
institution.
“ Person ” means any individual, corporation, partnership, limited liability company, joint venture, association,
joint stock company, trust (including any beneficiary thereof), unincorporated organization, or any government
or agency or political subdivision thereof.
“ Proceeds ” means, collectively, (i) the net cash proceeds to the Company of the initial public offering by the
Company and any subsequent offering by the Company of any class of securities issued by the Company, (ii) all
cash distributions, earnings, dividends, fees and other cash payments paid on the Securities by or on behalf of the
issuer or obligor thereof, or applicable paying agent, (iii) the net cash proceeds of the sale or other disposition of
the Securities pursuant to the terms of this Agreement and (iv) the net cash proceeds to the Company of any
borrowing or other financing by the Company (and any Reinvestment Earnings from investment of any of the
foregoing).
“ Proper Instructions ” means instructions (including Trade Confirmations) received by the Custodian in form
acceptable to it, from the Company, or any Person duly authorized by the Company, by any of the following
means:
(a) in writing signed by any two (2) Authorized Persons (and delivered by hand, by mail, by overnight
courier or by telecopier);
(b) by electronic mail from an Authorized Person;
(c) in tested communication;
(d) in a communication utilizing access codes effected between electro mechanical or electronic
devices; or
(e) such other means as may be agreed upon from time to time by the Custodian and the party giving
such instructions, including oral instructions.
“ Reinvestment Earnings ” has the meaning set forth in Section 3.6(b).
“ Required Documents ” means, for each Security as to which an Asset File is delivered to the Document
Custodian:
(a) the related Document Checklist; and
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(b) such documents identified in the Document Checklist that may include any Underlying Documents
(but excluding any physical certificates evidencing ownership of a Certificated Security).
“ Securities ” means, collectively, (i) the equity investments, including investments in partnership and limited
liability companies, acquired by the Company and delivered to the Custodian by the Company from time to time
during the term of, and pursuant to the terms of, this Agreement and (ii) all dividends in kind ( e.g. , non-cash
dividends) from the investments described in clause (i).
“ Securities Account ” means the segregated trust account to be established at the Custodian to which the
Custodian shall deposit or credit and hold the Securities (other than Uncertificated Securities) received by it
pursuant to this Agreement, which account shall be designated the “Prospect Capital Corporation Securities
Account.”
“ Securities Custodian ” means the Custodian when acting in the role of a securities custodian hereunder.
“ Securities Depository ” means The Depository Trust Company and any other clearing agency registered with
the Securities and Exchange Commission under Section 17A of the Securities Exchange Act of 1934, as
amended (the “ 1934 Act ”), which acts as a system for the central handling of securities where all securities of
any particular class or series of an issuer deposited within the system are treated as fungible and may be
transferred or pledged by bookkeeping entry without physical delivery of the securities.
“ Securities System ” means the Federal Reserve Book-Entry System, a clearing agency which acts as a
Securities Depository, or another book entry system for the central handling of securities (including an Eligible
Securities Depository).
“ Street Delivery Custom ” means a custom of the United States securities market to deliver securities which are
being sold to the buying broker for examination to determine that the securities are in proper form.
“ Street Name ” means the form of registration in which the securities are held by a broker who is delivering the
securities to another broker for the purposes of sale, it being an accepted custom in the United States securities
industry that a security in Street Name is in proper form for delivery to a buyer and that a security may be re-
registered by a buyer in the ordinary course.
“ Trade Confirmation ” means a confirmation to the Custodian from the Company of the Company’s acquisition
of a Security setting forth applicable information with respect to such Security in any form as may be agreed to
by, the Custodian and the Company from time to time.
“ UCC ” shall have the meaning set forth in Section 3.3(a).
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“ Underlying Agreement ” means, with respect to any Security, the limited liability company agreement,
subscription agreement or other document or documents evidencing the Company’s investment in the related
issuer.
“ Underlying Documents ” means, with respect to any Security for which the Company delivers an Asset File to
the Custodian, the documents listed on the Document Checklist that may include the related Underlying
Agreement together with any other offering memorandums, purchase agreements, security documents, other
agreements, other ancillary documents, and instruments (including any Certificated Security) executed or
delivered in connection with the Company’s investment in the issuer thereof, including a copy of the register
evidencing registration of the membership or equity interest of the Company on the books and records of the
applicable issuer.
“ Uncertificated Security ” means a Security that is not represented by a physical certificate.
1.2 Construction . In this Agreement unless the contrary intention appears:
(a) any reference to this Agreement or another agreement or instrument refers to such agreement or instrument as
the same may be amended, modified or otherwise rewritten from time to time;
(b) a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and
consolidations, amendments, re-enactments or replacements of any of them;
(c) any term defined in the singular form may be used in, and shall include, the plural with the same meaning,
and vice versa;
(d) a reference to a Person includes a reference to the Person’s executors, successors and permitted assigns;
(e) an agreement, representation or warranty in favor of two or more Persons is for the benefit of them jointly
and severally;
(f) an agreement, representation or warranty on the part of two or more Persons binds them jointly and severally;
(g) a reference to the term “including” means “including, without limitation,”; and
(h) a reference to any accounting term is to be interpreted in accordance with generally accepted principles and
practices in the United States, consistently applied, unless otherwise instructed by the
Company.
1.3 Headings . Headings are inserted for convenience and do not affect the interpretation of this Agreement.
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2. APPOINTMENT OF CUSTODIAN
2.1 Appointment and Acceptance . The Company hereby appoints the Custodian as custodian of certain
Securities and cash owned by the Company and delivered to the Custodian by the Company from time to time
during the period of this Agreement, on the terms and conditions set forth in this Agreement (which shall
include any addendum hereto which is hereby incorporated herein and made a part of this Agreement), and the
Custodian hereby accepts such appointment and agrees to perform the services and duties set forth in this
Agreement with respect to it, subject to and in accordance with the provisions hereof. All Required Documents
and Securities in certificated form shall be maintained and held on behalf of the Company by the Custodian in
its vaults in accordance with customary standards for such custody.
2.2 Instructions . The Company agrees that it shall from time to time provide, or cause to be provided, to the
Custodian all necessary instructions and information, and shall respond promptly to all inquiries and requests of
the Custodian, as may reasonably be necessary to enable the Custodian to perform its duties hereunder.
2.3 Company Responsible For Directions . The Company is solely responsible for directing the Custodian
with respect to deposits to, withdrawals from and transfers to or from the Account. Without limiting the
generality of the foregoing, the Custodian has no responsibility for the Company’s compliance with the 1940
Act, any restrictions, covenants, limitations or obligations to which the Company may be subject or for which it
may have obligations to third-parties in respect of the Account, and the Custodian shall have no liability for the
application of any funds made at the direction of the Company. The Company shall be solely responsible for
properly instructing all applicable payors to make all appropriate payments to the Custodian for deposit to the
Account, and for properly instructing the Custodian with respect to the allocation or application of all such
deposits.
3. DUTIES OF CUSTODIAN
3.1 Segregation . All Securities and non-cash property held by the Custodian, as applicable, for the account of
the Company (other than Securities maintained in a Securities Depository or Securities System) shall be
physically segregated from other Securities and non-cash property in the possession of the Custodian and shall
be identified as subject to this Agreement.
3.2 Securities Custody Account . The Custodian shall open and maintain in its trust department a segregated
trust account in the name of the Company, subject only to order of the Custodian, in which the Custodian shall
enter and carry, subject to Section 3.3(b), all Securities (other than Uncertificated Securities) and other
investment Uncertificated Securities of the Company which are delivered to it in accordance with this
Agreement. For avoidance of doubt, the Custodian shall not be required to credit or deposit Uncertificated
Securities in the Securities Account but shall instead maintain a register (in book-entry form or in such other
form as it shall deem necessary or desirable) of such
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Uncertificated Securities, containing such information as the Company and the Custodian may reasonably agree;
provided that, with respect to such Uncertificated Securities, all Required Documents shall be held in
safekeeping by the Document Custodian, individually segregated from the securities and investments of any
other person and marked so as to clearly identify them as the property of the Company in a manner consistent
with Rule 17f-1 under the 1940 Act and as set forth in this Agreement.
The Custodian shall have no power or authority to assign, hypothecate, pledge or otherwise dispose of any such
Securities and investments except pursuant to the direction of the Company under terms of the Agreement.
3.3 Delivery of Cash and Securities to Custodian.
(a) The Company shall deliver, or cause to be delivered, to the Custodian certain of the Company’s Securities,
cash and other investment assets. Required Documents shall be delivered to the Custodian in
its role as, and at the address identified for, the Document Custodian; provided that physical
certificates representing a Security shall be delivered to the Securities Custodian. Except to
the extent otherwise expressly provided herein, delivery of Securities constituting Certificated
Securities to the Custodian shall be in Street Name or the name of the Company or its
nominee (or other good delivery form). The Custodian shall not be responsible for such
Securities, cash or other assets until actually delivered to, and received by it. With respect to
Securities (other than Uncertificated Securities and assets in the nature of “general
intangibles” (as hereinafter defined)) held by the Custodian in its capacity as a “securities
intermediary” (as defined in Section 8-102 of the Uniform Commercial Code as in effect in
the State of New York (the “ UCC ”)), the Custodian shall be obligated to exercise due care in
accordance with reasonable commercial standards in discharging its duties as a securities
intermediary to obtain and maintain such Securities. A Security will be deemed to be
“delivered” to the Custodian when the Company delivers such Security in the following
manner: (i) if such Security is a Certificated Security or an instrument (other than a Security
held in a Securities System), then in physical certificated form in the name of the Company or
its nominee, (ii) if such Security is an Uncertificated Security or in the form of uncertificated
share(s) or other interest (other than a Security held in a Securities System), then delivery of
confirmation statements which identify such shares or interests as being recorded in the name
of the Company or its nominee, (iii) if such Security is held in a Securities System or
maintained in one or more omnibus accounts at the Custodian, its agents or sub-custodians,
then delivery of confirmation that such Security is held in the Securities System or maintained
through one or more omnibus accounts in the name of the Custodian (or its nominee) who
shall identify the same on its books and records as held for the account of the Company, or
(iv) in such other good delivery form that may be agreed to by the Custodian from time to
time.
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(b) (i) In connection with its acquisition of a Security constituting an Uncertificated Security, the Company
shall deliver or cause to be delivered to the Custodian (in its roles as, and at the address
identified for, the Custodian and Document Custodian) a properly completed Trade
Confirmation containing such information in respect of such Security as the Custodian
may reasonably require in order to enable the Custodian to perform its duties hereunder
in respect of such Security and on which the Custodian may conclusively rely without
further inquiry or investigation, in such form and format as the Custodian reasonably
may require, and shall deliver to the Document Custodian (in its role as, and at the
address identified for, the Document Custodian) the Required Documents, including the
Document Checklist.
(ii) Notwithstanding anything herein to the contrary, delivery of Securities acquired by the Company
in the form of Uncertificated Securities or Participations or which are otherwise not evidenced by
a “security” or “instrument” as defined in Section 8-102 and Section 9-102(a)(47) of the UCC),
respectively, shall be made by delivery to the Document Custodian of (i) in the case of an
Uncertificated Security, a copy of the register of the underlying issuer of such interest evidencing
registration of such equity interest on the books and records of the applicable issuer to the name of
the Company (or its nominee) or a copy (which may be a facsimile copy) of an assignment
agreement in favor of the Company as assignee, as identified on the Document Checklist and (ii)
in the case of a Participation, a copy of the related participation agreement or limited liability
agreement identifying the Company as participant or owner of such interest. Any duty on the part
of the Custodian with respect to the custody of such Securities shall be limited to the exercise of
reasonable care by the Custodian in the physical custody of any such Required Documents
delivered to it, and any related instrument, security, participation agreement, assignment
agreement and/or other agreements or documents, if any (collectively, “ Financing Documents ”),
that may be delivered to it. Nothing herein shall require the Custodian to credit to the Securities
Account or to treat as a financial asset (within the meaning of Section 8-102(a)(9) of the UCC)
any Security that is not represented by a physical share certificate or an asset in the nature of a
general intangible (as defined in Section 9-102(a)(42) of the UCC) or uncertificated security
(within the meaning of Section 8-102(18) of the UCC) or to “maintain” a sufficient quantity
thereof.
(iii) The Custodian may assume the genuineness of any such Financing Document it may receive and
the genuineness and due authority of any signatures appearing thereon, and shall be entitled to
assume that each such Financing Document it may receive is what it purports to be. If an original
“security” or “instrument” as defined in Section 8-102 and Section 9-102(a)(47) of the UCC,
respectively, is or shall be or become available with respect to any
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Security to be held by the Custodian under this Agreement, it shall be the sole responsibility of the
Company to make or cause delivery thereof to the Document Custodian, and the Custodian shall
not be under any obligation at any time to determine whether any such original security or
instrument has been or is required to be issued or made available in respect of any Security or to
compel or cause delivery thereof to the Custodian.
(iv) Contemporaneously with the acquisition of any Security, the Company shall (A) take all actions
necessary for the Company to acquire good title to such Security; and (B) take all actions as may
be necessary (including appropriate payment notices and instructions to issuers, agents or other
applicable paying agents) to cause (x) all payments in respect of the Security to be made to the
Custodian and (y) all notices, solicitations and other communications in respect of such Security
to be directed to the Company. The Custodian shall have no liability for any delay or failure on
the part of the Company to provide necessary information to the Custodian, or for any inaccuracy
therein or incompleteness thereof, or for any delay or failure on the part of the Company to give
such effective payment instruction to the applicable issuer, its agents and other paying agents.
With respect to each such Security, the Custodian shall be entitled to rely on any information and
notices it may receive from time to time from the related issuer, agent, obligor or similar party
with respect to the related Security, or from the Company, and shall be entitled to update its
records (as it may deem necessa ry or appropria te) on the basis of such information or notices
received, without any obligation on its part independently to verify, investigate or recalculate such
information.
3.4 Release of Securities.
(a) The Custodian shall release and deliver, or direct its agents or sub-custodian to release and deliver, as the
case may be, Securities or Required Documents of the Company held by the Custodian, its
agents or its sub-custodian from time to t i me upon receipt of Proper Instructions (which
shall, among other things, specify the Securities or Required Documents to be released , with
such delivery and other information as may be necessary to enable the Custodian to perform),
which may be standing instructions (in form acceptable to the Custodian), in the following
cases:
(i) upon sale of such Securities by or on behalf of the Company, and such sale may, unless and except to
the extent otherwise directed by Proper Instructions, be carried out by the
Custodian:
(A)
in accordance with the customary or established practices and procedures in the
jurisdiction or market where the transactions occur, including delivery to the purchaser
thereof or to a dealer therefor (or an agent of such purchaser or dealer) against expectation
of receiving later payment; or
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(B)
in the case of a sale effected through a Securities System, in accordance with the
rules governing the operations of the Securities System;
(ii) upon the receipt of payment in connection with any repurchase agreement related to such Securities;
(iii) to a depositary agent in connection with tender or other similar offers for such Securities;
(iv) to the issuer thereof, or its agent, when such Securities are called, redeemed, retired or otherwise
become payable (unless otherwise directed by Proper Instructions, the cash or
other consideration is to be delivered to the Custodian, its agents or its sub-
custodian);
(v) to an issuer thereof, or its agent, for transfer into the name of the Custodian or of any nominee of the
Custodian or into the name of any of its agents or sub-custodian or their
nominees, or for exchange for a different number of bonds, certificates or other
evidence representing the same aggregate face amount or number of units;
(vi) to brokers, clearing banks or other clearing agents for examination in accordance with the Street
Delivery Custom;
(vii) for exchange or conversion pursuant to any plan of merger, consolidation, recapitalization,
reorganization or readjustment of the securities of the issuer of such Securities,
or pursuant to any deposit agreement (unless otherwise directed by Proper
Instructions, the new securities and cash, if any, are to be delivered to the
Custodian, its agents or its sub-custodian);
(viii) in the case of warrants, rights or similar securities, the surrender thereof in the exercise of such
warrants, rights or similar securities or the surrender of interim receipts or
temporary securities for definitive securities (unless otherwise directed by
Proper Instructions, the new securities and cash, if any, are to be delivered to
the Custodian, its agents or its sub-custodian); and/or
(ix) for any other purpose, but only upon receipt of Proper Instructions and an officer’s certificate signed
by an officer of the Company (which officer shall not have been any
Authorized Person providing the Proper Instructions) stating (i) the specified
securities to be delivered, (ii) the purpose for such delivery, (iii) that such
purpose is a proper corporate purpose and (iv) naming the person or persons to
whom delivery of such Securities shall be made, and attaching a certified copy
of a resolution of the board of directors of the Company or an authorized
committee thereof approving the delivery of such Proper Instructions.
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3.5 Registration of Securities . Securities held by the Custodian, its agents or its sub-custodian (other than
bearer securities, securities held in a Securities System or Securities that are Uncertificated Securities or
Participations) shall be registered in the name of the Company or its nominee; or, at the option of the Custodian
(if the Custodian determines it cannot hold such security in the name of the Company), in the name of the
Custodian or in the name of any nominee of the Custodian, or in the name of its agents or its sub-custodian or
their nominees; or, if directed by the Company by Proper Instruction, may be maintained in Street Name. The
Custodian, its agents and its sub-custodian shall not be obliged to accept Securities on behalf of the Company
under the terms of this Agreement unless such Securities are in Street Name or other good deliverable form.
3.6 Bank Accounts, and Management of Cash.
(a) Proceeds and other cash received by the Custodian from time to time shall be deposited or credited to the
Cash Account. All amounts deposited or credited to the Cash Account shall be subject to
clearance and receipt of final payment by the Custodian.
(b) Amounts held in the Cash Account from time to time may be invested in Eligible Investments pursuant to
specific written Proper Instructions (which may be standing instructions) received by the
Custodian from any two (2) Authorized Persons acting on behalf of the Company. Such
investments shall be subject to availability and the Custodian’s then applicable transaction
charges (which shall be at the Company’s expense). The Custodian shall have no liability for
any loss incurred on any such investment. Absent receipt of such written instruction from the
Company, the Custodian shall have no obligation to invest (or otherwise pay interest on)
amounts on deposit in the Cash Account. In no instance will the Custodian have any
obligation to provide investment advice to the Company. Any earnings from such investment
of amounts held in the Cash Account from time to time (collectively, “ Reinvestment Earnings
”) shall be redeposited in the Cash Account (and may be reinvested at the written direction of
the Company).
(c) In the event that the Company shall at any time request a withdrawal of amounts from the Cash Account, the
Custodian shall be entitled to liquidate, and shall have no liability for any loss incurred as a
result of the liquidation of, any investment of the funds credited to such account as needed to
provide necessary liquidity.
(d) The Company acknowledges that cash deposited or invested with any bank (including the bank acting as
Custodian) may make a margin or generate banking income for which such bank shall not be
required to account to the Company.
3.7 Collection of Income . The Custodian, its agents or its sub-custodian shall use reasonable efforts to collect
on a timely basis all income and other payments with respect to the Securities held hereunder to which the
Company shall be entitled, to the extent consistent with usual custom in the securities custodian business in the
United
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States. Such efforts shall include collection of interest income, dividends and other payments with respect to
registered domestic securities if, on the record date with respect to the date of payment by the issuer, the
Security is registered in the name of the Custodian or its nominee (or in the name of its agent or sub-custodian,
or their nominees); and interest income, dividends and other payments with respect to bearer domestic securities
if, on the date of payment by the issuer, such Securities are held by the Custodian or its sub-custodian or agent;
provided, however, that in the case of Securities held in Street Name, the Custodian shall use commercially
reasonable efforts only to timely collect income. In no event shall the Custodian’s agreement herein to collect
income be construed to obligate the Custodian to commence, undertake or prosecute any legal proceedings.
3.8 Payment of Moneys . Upon receipt of Proper Instructions, which may be standing instructions, the
Custodian shall pay out from the Cash Account (or remit to its agents or its sub-custodian, and direct them to
pay out) moneys of the Company on deposit therein in the following cases:
(a) upon the purchase of Securities for the Company pursuant to such Proper Instruction; and such purchase may,
unless and except to the extent otherwise directed by Proper Instructions, be carried out by the
Custodian:
(i) in accordance with the customary or established practices and procedures in the jurisdiction or
market where the transactions occur, including delivering money to the seller thereof or to a dealer
therefor (or any agent for such seller or dealer) against expectation of receiving later delivery of such
securities; or
(ii) in the case of a purchase effected through a Securities System, in accordance with the
rules governing the operation of such Securities System;
(b) for the purchase or sale of foreign exchange or foreign exchange agreements for the account of the Company;
(i) in payment of the price of securities of by the Company repurchased in open market purchases, tender
offers or any other Company repurchase program; and
(ii) for any other purpose directed by the Company, but only upon receipt of Proper Instructions
specifying the amount of such payment, and naming the Person or Persons to
whom such payment is to be made.
3.9 Proxies . The Custodian will, with respect to the Securities held hereunder, use reasonable efforts to cause
to be promptly executed by the registered holder of such Securities proxies received by the Custodian from its
agents or its sub-custodian or from issuers of the Securities being held for the Company, without indication of
the manner in which such proxies are to be voted, and upon receipt of Proper Instructions shall promptly deliver
to the applicable issuer such proxies relating to such Securities. In the
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absence of such Proper Instructions, or in the event that such Proper Instructions are not received in a timely
fashion, except to the extent otherwise expressly provided herein, the Custodian shall be under no duty to act
with regard to such proxies. Notwithstanding the above, neither Custodian nor any nominee of Custodian shall
vote any of the Securities held hereunder by or for the account of the Company, except in accordance with
Proper Instructions.
3.10 Communications Relating to Securities . The Custodian shall transmit promptly to the Company all
written information (including proxies, proxy soliciting materials, notices, pendency of calls and maturities of
Securities and expirations of rights in connection therewith) received by the Custodian, from its agents or its
sub-custodian or from issuers of the Securities being held for the Company. The Custodian shall have no
obligation or duty to exercise any right or power, or otherwise to preserve rights, in or under any Securities
unless and except to the extent it has received timely Proper Instruction from the Company in accordance with
the next sentence. The Custodian will not be liable for any untimely exercise of any right or power in connection
with Securities at any time held by the Custodian, its agents or sub-custodian unless:
(i) the Custodian has received Proper Instructions with regard to the exercise of any such right or power;
and
(ii) the Custodian, or its agents or sub-custodian are in actual possession of such Securities,
in each case, at least three (3) Business Days prior to the date on which such right or power is to be exercised. It
will be the responsibility of the Company to notify the Custodian of the Person to whom such communications
must be forwarded under this Section.
3.11 Records . The Custodian shall create and maintain complete and accurate records relating to its activities
under this Agreement with respect to the Securities, cash or other property held for the Company under this
Agreement, with particular attention to Section 31 of the 1940 Act, and Rules 31a-1 and 31a-2 thereunder. To
the extent that the Custodian, in its sole opinion, is able to do so, the Custodian shall provide assistance to the
Company (at the Company’s reasonable request made from time to time) by providing sub-certifications
regarding certain of its services performed hereunder to the Company in connection with the Company’s
certification requirements pursuant to the Sarbanes-Oxley Act of 2002, as amended. All such records shall be
the property of the Company and shall at all times during the regular business hours of the Custodian be open
for inspection by duly authorized officers, employees or agents of the Company (including its independent
public accountants) and employees and agents of the Securities and Exchange Commission, upon reasonable
request and prior notice and at the Company’s expense. The Custodian shall, at the Company’s request, supply
the Company with a tabulation of Securities owned by the Company and held by the Custodian and shall, when
requested to do so by the Company and for such compensation as shall be agreed upon between the Company
and the Custodian, include,
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to the extent applicable, the certificate numbers in such tabulations, to the extent such information is available to
the Custodian.
4. REPORTING
(a) The Custodian shall render to the Company a monthly report of (i) all deposits to and withdrawals from the
Cash Account during the month, and the outstanding balance (as of the last day of the
preceding monthly report and as of the last day of the subject month), (ii) an itemized
statement of the Securities held pursuant to this Agreement as of the end of each month, all
transactions in the Securities during the month, as well as a list of all Securities transactions
that remain unsettled at that time, and (iii) such other matters as the parties may agree from
time to time.
(b) For each Business Day, the Custodian shall render to the Company a daily report of (i) all deposits to and
withdrawals from the Cash Account for such Business Day and the outstanding balance as of
the end of such Business Day, and (ii) a report of settled trades of Securities for such Business
Day.
(c) The Custodian shall have no duty or obligation to undertake any market valuation of the Securities under any
circumstance.
(d) The Custodian shall provide the Company, promptly upon request, with such reports as are reasonably
available to it and as the Company may reasonably request from time to time, concerning (i)
the internal accounting controls, including procedures for safeguarding securities, which are
employed by the Custodian and (ii) the financial strength of the Custodian.
5. DEPOSIT IN U.S. SECURITIES SYSTEMS
The Custodian may deposit and/or maintain Securities in a Securities System within the United States in accordance
with applicable Federal Reserve Board and Securities and Exchange Commission rules and regulations, including
Rule 17f-4 under the 1940 Act, and subject to the following provisions:
(c) The Custodian may keep domestic Securities in a U.S. Securities System; provided that such Securities are
represented in an account of the Custodian in the U.S. Securities System which shall not
include any assets of the Custodian other than assets held by it as a fiduciary, custodian or
otherwise for customers;
(d) The records of the Custodian with respect to Securities which are maintained in a U.S. Securities System
shall identify by book-entry those Securities belonging to the Company;
(e) The Custodian shall provide to the Company copies of all notices received from a U.S. Securities System of
transfers of Securities for the account of the Company; and
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(f) Anything to the contrary in this Agreement notwithstanding, the Custodian shall not be liable to the Company
for any direct loss, damage, cost, expense, liability or claim to the Company resulting from use
of any U.S. Securities System (other than to the extent resulting from the gross negligence,
misfeasance or misconduct of the Custodian itself, or from failure of the Custodian to enforce
effectively such rights as it may have against a U.S. Securities System).
6. FOREIGN SUB-CUSTODIANS
6.1 Foreign Sub-custodians . The Custodian may not appoint or employ any Foreign Sub-custodians.
7. CERTAIN GENERAL TERMS
7.1 No Duty to Examine Underlying Instruments . Nothing herein shall obligate the Custodian to review or
examine the terms of any underlying limited liability company agreement, stock or share certificate, share
registrar, instrument, subscription agreement, limited partnership agreement or other similar agreement or
document evidencing or governing any Security to determine the validity, sufficiency, marketability or
enforceability of any Security (and shall have no responsibility for the genuineness or completeness thereof), or
otherwise.
7.2 Resolution of Discrepancies . In the event of any discrepancy between the information set forth in any
report provided by the Custodian to the Company and any information contained in the books or records of the
Company, the Company shall promptly notify the Custodian thereof and the parties shall cooperate to diligently
resolve the discrepancy.
7.3 Improper Instructions . Notwithstanding anything herein to the contrary, the Custodian shall not be
obligated to take any action (or forebear from taking any action), which it reasonably determines to be contrary
to the terms of this Agreement or applicable law. In no instance shall the Custodian be obligated to provide
services on any day that is not a Business Day.
7.4 Proper Instructions.
(c) The Company will give a notice to the Custodian, in form acceptable to the Custodian, specifying the names
and specimen signatures of persons authorized to give Proper Instructions (collectively, “
Authorized Persons ” and each is an “ Authorized Person ”), which notice shall be signed by
any two (2) Authorized Persons previously certified to the Custodian. The Custodian shall be
entitled to rely upon the identity and authority of such persons until it receives written notice
from any two (2) Authorized Persons of the Company to the contrary. The initial Authorized
Persons are set forth on Schedule A attached hereto and made a part hereof (as such Schedule
A may be modified from time to time by written notice from the Company to the Custodian);
and the Company hereby represents and
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warrants that the true and accurate specimen signatures of such initial Authorized Persons are set forth
on Schedule A .
(d) The Custodian shall have no responsibility or liability to the Company (or any other person or entity), and
shall be indemnified and held harmless by the Company, in the event that a subsequent written
confirmation of an oral instruction fails to conform to the oral instructions received by the
Custodian. The Custodian shall not have an obligation to act in accordance with purported
instructions to the extent that they conflict with applicable law or regulations, local market
practice or the Custodian’s operating policies and practices. The Custodian shall not be liable
for any loss resulting from a delay while it obtains clarification of any Proper Instructions.
7.5 Actions Permitted Without Express Authority . The Custodian may, at its discretion, without express
authority from the Company:
(a) surrender Securities in temporary form for Securities in definitive form;
(b) endorse for collection cheques, drafts and other negotiable instruments; and
(c) in general attend to all nondiscretionary details in connection with the sale, exchange, substitution, purchase,
transfer and other dealings with the securities and property of the Company.
7.6 Evidence of Authority . The Custodian shall be protected in acting upon any instructions, notice, request,
consent, certificate, instrument or paper reasonably believed by it to be genuine and to have been properly
executed or otherwise given by or on behalf of the Company by any two (2) Authorized Persons. The Custodian
may receive and accept a certificate signed by any two (2) Authorized Persons as conclusive evidence of:
(b) the authority of any person to act in accordance with such certificate; or
(c) any determination or action by the Company as described in such certificate,
and such certificate may be considered as in full force and effect until receipt by the Custodian of written notice
to the contrary from any two (2) Authorized Persons of the Company.
7.7 Receipt of Communications . Any communication received by the Custodian on a day which is not a
Business Day or after 3:30 p.m., Eastern time (or such other time as is agreed by the Company and the
Custodian from time to time), on a Business Day will be deemed to have been received on the next Business
Day (but in the case of communications so received after 3:30 p.m., Eastern time, on a Business Day the
Custodian will use its best efforts to process such communications as soon as possible after receipt).
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8. RESPONSIBILITY OF CUSTODIAN
8.1 General Duties . The Custodian shall have no duties, obligations or responsibilities under this Agreement
or with respect to the Securities, cash or Proceeds except for such duties as are expressly and specifically set
forth in this Agreement, and the duties and obligations of the Custodian shall be determined solely by the
express provisions of this Agreement. No implied duties, obligations or responsibilities shall be read into this
Agreement against, or on the part of, the Custodian.
8.2 Instructions.
(a) The Custodian shall be entitled to refrain from taking any action unless it has such instruction (in the form of
Proper Instructions) from the Company as it reasonably deems necessary, and shall be entitled
to require, upon notice to the Company, that Proper Instructions to it be in writing. The
Custodian shall have no liability for any action (or forbearance from action) taken pursuant to
the Proper Instruction of the Company.
(b) Whenever the Custodian is entitled or required to receive or obtain any communications or information
pursuant to or as contemplated by this Agreement, it shall be entitled to receive the same in
writing, in form, content and medium reasonably acceptable to it and otherwise in accordance
with any applicable terms of this Agreement; and whenever any report or other information is
required to be produced or distributed by the Custodian it shall be in form, content and
medium reasonably acceptable to it and the Company and otherwise in accordance with any
applicable terms of this Agreement.
8.3 General Standards of Care . Notwithstanding any terms herein contained to the contrary, the acceptance
by the Custodian of its appointment hereunder is expressly subject to the following terms, which shall govern
and apply to each of the terms and provisions of this Agreement (whether or not so stated therein):
(e) The Custodian may rely on (and shall be protected in acting or refraining from acting in reliance upon) any
written notice, instruction, statement, certificate, request, waiver, consent, opinion, report,
receipt or other paper or document furnished to it (including any of the foregoing provided to
it by telecopier or electronic means), not only as to its due execution and validity, but also as
to the truth and accuracy of any information therein contained, which it in good faith believes
to be genuine and signed or presented by the proper person (which in the case of any
instruction from or on behalf of the Company shall be any two (2) Authorized Persons); and
the Custodian shall be entitled to presume the genuineness and due authority of any signature
appearing thereon. The Custodian shall not be bound to make any independent investigation
into the facts or matters stated in any such notice, instruction, statement, certificate, request,
waiver, consent, opinion, report, receipt or other paper or document; provided, however, that,
if the form thereof is specifically prescribed by the terms of this Agreement, the Custodian
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shall examine the same to determine whether it substantially conforms on its face to such requirements
hereof.
(f) Neither the Custodian nor any of its directors, officers, agents, attorneys, shareholders or employees shall be
liable to anyone for any error of judgment, or for any act done or step taken or omitted to be
taken by it (or any of its directors, officers, agents, attorneys, shareholders of employees), or
for any mistake of fact or law, or for anything which it may do or refrain from doing in
connection herewith, unless such action or inaction constitutes gross negligence, willful
misconduct or bad faith on its part and in breach of the terms of this Agreement. The
Custodian shall not be liable for any action taken by it in good faith and reasonably believed
by it to be within powers conferred upon it, or taken by it pursuant to any direction or
instruction by which it is governed hereunder, or omitted to be taken by it by reason of the
lack of direction or instruction required hereby for such action. Except as otherwise expressly
provided herein, the Custodian shall not be under any obligation at any time to ascertain
whether the Company is in compliance with the 1940 Act, the regulations thereunder, or the
Company’s investment objectives and policies then in effect.
(g) In no event shall the Custodian be liable for any indirect, special or consequential damages (including lost
profits) whether or not it has been advised of the likelihood of such damages.
(h) The Custodian may consult with, and obtain advice from, legal counsel selected in good faith with respect to
any question as to any of the provisions hereof or its duties hereunder, or any matter relating
hereto, and the written opinion or advice of such counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted by the
Custodian in good faith in accordance with the opinion and directions of such counsel.
(i) The Custodian shall not be deemed to have notice of any fact, claim or demand with respect hereto unless
actually known by an employee working in its Corporate Trust Services group and charged
with responsibility for administering this Agreement or unless received (and then only to the
extent received) in writing by the Custodian at the applicable address(es) as set forth in Section
14 and specifically referencing this Agreement.
(j) No provision of this Agreement shall require the Custodian to expend or risk its own funds, or to take any
action (or forbear from action) hereunder which might in its judgment involve any expense or
any financial or other liability unless it shall be furnished with acceptable indemnification.
Nothing herein shall obligate the Custodian to commence, prosecute or defend legal
proceedings in any instance, whether on behalf of the Company or on its own behalf or
otherwise, with respect to any matter arising hereunder, or relating to this Agreement or the
services contemplated hereby.
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(k) The permissive right of the Custodian to take any action hereunder shall not be construed as duty.
(l) The Custodian may act or exercise its duties or powers hereunder through agents, subcustodians, or attorneys,
and the Custodian shall not be liable or responsible for the actions or omissions of any such
agent, subcustodian or attorney (i) appointed with the Company’s prior written consent
specifically acknowledging such limitation of liability and (ii) maintained with reasonable due
care.
(m) All indemnifications contained in this Agreement in favor of the Custodian shall survive the termination of
this Agreement.
8.4 Indemnification; Custodian’s Lien . The Company shall and does hereby indemnify and hold harmless
each of the Custodian, agents, attorneys, shareholders, and their respective successors and/or assigns, for and
from any and all costs and expenses (including reasonable attorney’s fees and expenses), and any and all losses,
damages, claims and liabilities, that may arise, be brought against or incurred by the Custodian, and any
advances or disbursements made by the Custodian (including in respect of any Account overdraft, returned
deposit item, chargeback, provisional credit, settlement or assumed settlement, reclaimed payment, claw-back or
the like), as a result of, relating to, or arising out of this Agreement, or the administration or performance of the
Custodian’s duties hereunder, or the relationship between the Company (including, for the avoidance of doubt,
any subsidiary) and the Custodian created hereby, other than such liabilities, losses, damages, claims, costs and
expenses as are directly caused by the Custodian’s action or inaction constituting gross negligence, fraud or
willful misconduct.
8.5 Set-Off . Notwithstanding any provision of this Agreement to the contrary, it is hereby acknowledged by
the Custodian that in no event shall the terms and conditions of this Agreement hereby grant to the Custodian, a
continuing lien, security interest and right of setoff as security for all liabilities and obligations that may be due
and owing to the Custodian by the Customer, whether now existing or hereafter arising, upon and against all
deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of
the Custodian or any entity under the control of Peapack-Gladstone Financial Corporation and its successors and
assigns or in transit to any of them.
8.5 Force Majeure . Without prejudice to the generality of the foregoing, the Custodian shall be without
liability to the Company for any damage or loss resulting from or caused by events or circumstances beyond the
Custodian’s reasonable control, including nationalization, expropriation, currency restrictions, the interruption,
disruption or suspension of the normal procedures and practices of any securities market, power, mechanical,
communications or other technological failures or interruptions, computer viruses or the like, fires, floods,
earthquakes or other natural disasters, civil and military disturbance, acts of war or terrorism, riots, revolution,
acts of God, work stoppages, strikes, national disasters of any kind, or other similar events or acts; errors
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by the Company (including any Authorized Person) in its instructions to the Custodian; or changes in applicable
law, regulation or orders.
9. SECURITY CODES
If the Custodian issues to the Company security codes, passwords or test keys in order that it may verify that certain
transmissions of information, including Proper Instructions, have been originated by the Company, the Company shall
take all commercially reasonable steps to safeguard any security codes, passwords, test keys or other security devices
which the Custodian shall make available.
10. TAX LAW
10.1 Domestic Tax Law . The Custodian shall have no responsibility or liability for any obligations now or
hereafter imposed on the Company, or the Custodian as custodian of the Securities or the Proceeds, by the tax
law of the United States or any state or political subdivision thereof. The Custodian shall be kept indemnified by
and be without liability to the Company for such obligations including taxes (but excluding any income taxes
assessable in respect of compensation paid to the Custodian pursuant to this Agreement), withholding,
certification and reporting requirements, claims for exemption or refund, additions for late payment interest,
penalties and other expenses (including legal expenses) that may be assessed against the Company, or the
Custodian as custodian of the Securities or Proceeds.
10.2 Foreign Tax Law . It shall be the responsibility of the Company to notify the Custodian of the
obligations imposed on the Company by the tax law of foreign ( i.e. , non-U.S.) jurisdictions, including
responsibility for withholding and other taxes, assessments or other government charges, certifications and
government reporting. The sole responsibility of the Custodian with regard to such tax law shall be to use
reasonable efforts to cooperate with the Company with respect to any claims for exemption or refund under the
tax law of the jurisdictions for which the Company has provided such information.
11. EFFECTIVE PERIOD, TERMINATION
11.1 Effective Date . This Agreement shall become effective as of its due execution and delivery by each of
the parties. This Agreement shall continue in full force and effect until terminated as hereinafter provided. This
Agreement may be terminated by the Custodian or the Company pursuant to Section 11.2 .
11.2 Termination . This Agreement shall terminate upon the earliest of (a) occurrence of the effective date of
termination specified in any written notice of termination given by either party to the other not later than sixty
(60) days prior to the effective date of termination specified, and (b) such other date of termination as may be
mutually agreed upon by the parties in writing. If a successor custodian shall have been appointed by the
Company, the Custodian shall, upon receipt of a notice of acceptance by the successor
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custodian, on such specified date of termination (a) deliver directly to the successor custodian all Securities
(other than Securities held in a Securities System) and cash then owned by the Fund and held by the Custodian
as custodian, and (b) transfer any Securities held in a Securities System to an account of or for the benefit of the
Fund at the successor custodian. In the event of the appointment of a successor custodian, it is agreed that all
Securities held by the Custodian, any sub-custodian or nominee shall be delivered to the successor custodian;
and the Custodian agrees to cooperate with the Company in the execution of documents and performance of
other actions necessary or desirable in order to substitute the successor custodian for the Custodian under this
Agreement. The Company may at any time immediately terminate this Agreement in the event of the
appointment of a conservator or receiver for the Custodian by regulatory authorities or upon the happening of a
like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Termination
shall not affect any of the liabilities either party owes to the other arising under this Agreement prior to such
termination.
11.3 Resignation . The Custodian may at any time resign under this Agreement by giving not less than sixty
(60) days advance written notice thereof to the Company. The Company may at any time remove the Custodian
under this Agreement by giving not less than sixty (60) days advance written notice thereof to the Custodian.
11.4 Successor . Prior to the effective date of termination of this Agreement, or the effective date of the
resignation or removal of the Custodian, as the case may be, the Company shall give Proper Instruction to the
Custodian designating a successor Custodian, if applicable.
11.5 Final Report . In the event of any resignation or removal of the Custodian, the Custodian shall provide to
the Company a complete final report or data file transfer of any Confidential Information as of the date of such
resignation or removal.
12. REPRESENTATIONS AND WARRANTIES
12.1 Representations of the Company . The Company represents and warrants to the Custodian that:
(d) it has the power and authority to enter into and perform its obligations under this Agreement, and it has duly
authorized, executed and delivered this Agreement so as to constitute its valid and binding
obligation; and
(e) in giving any instructions which purport to be “Proper Instructions” under this Agreement, the Company will
act in accordance with the provisions of its articles of incorporation and bylaws and any
applicable laws and regulations.
12.2 Representations of the Custodian . The Custodian hereby represents and warrants to the Company that:
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(a) it has the power and authority to enter into and perform its obligations under this Agreement;
(b) it has duly authorized, executed and delivered this Agreement so as to constitute its valid and binding
obligations; and
(c) it maintains business continuity policies and standards that include data file backup and recovery procedures
that comply with all applicable regulatory requirements.
13. PARTIES IN INTEREST; NO THIRD PARTY BENEFIT
This Agreement is not intended for, and shall not be construed to be intended for, the benefit of any third parties and
may not be relied upon or enforced by any third parties (other than successors and permitted assigns pursuant to Section
18).
14. NOTICES
Any Proper Instructions (to the extent given by hand, mail, courier or telecopier) shall be given to the following address
(or such other address as either party may designate by written notice to the other party), and otherwise any notices,
approvals and other communications hereunder shall be sufficient if made in writing and given to the parties at the
following address (or such other address as either of them may subsequently designate by notice to the other), given by
(i) hand, (ii) certified or registered mail, postage prepaid, (iii) recognized courier or delivery service, or (iv) confirmed
telecopier or telex, with a duplicate sent on the same day by first class mail, postage prepaid:
(a) if to the Company, to
Prospect Capital Corporation
10 East 40 th Street, 42 nd Floor
New York, New York 10016
Attention: Prospect Accounting
Fax No.: (212) 448-9652
Email: fax@prospectstreet.com
pacct@prospectstreet.com
pl@prospectstreet.com
(b) if to the Custodian, to
Peapack-Gladstone Bank
500 Hills Drive
Bedminster, New Jersey 07921
Ref: Prospect Capital Corporation
Attention: Mr. Orest Temnycky
Managing Director
Fax: (908) 375-3075
Email: otemnycky@pgbank.com
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15. CHOICE OF LAW AND JURISDICTION
This Agreement shall be construed, and the provisions thereof interpreted under and in accordance with and governed by
the laws of the State of New York for all purposes (without regard to its choice of law provisions); except to the extent
such laws are inconsistent with federal securities laws, including the 1940 Act, in which case such federal securities laws
shall govern.
16. ENTIRE AGREEMENT; COUNTERPARTS
16.1 Complete Agreement . This Agreement constitutes the complete and exclusive agreement of the parties
with regard to the matters addressed herein and supersedes and terminates, as of the date hereof, all prior
agreements or understandings, oral or written, between the parties to this Agreement relating to such matters.
16.2 Counterparts . This Agreement may be executed in any number of counterparts and all counterparts
taken together shall constitute one and the same instrument.
16.3 Facsimile Signatures . The exchange of copies of this Agreement and of signature pages by facsimile
transmission or pdf shall constitute effective execution and delivery of this Agreement as to the parties and may
be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile or
pdf shall be deemed to be their original signatures for all purposes.
17. AMENDMENT; WAIVER
17.1 Amendment . This Agreement may not be amended except by an express written instrument duly
executed by each of the Company and the Custodian (and not by an email or series of emails); provided, that in
the case of the Company, such amendment must be signed in blue ink by the Chief Executive Officer or
President of the Company or their successors.
17.2 Waiver . In no instance shall any delay or failure to act be deemed to be or effective as a waiver of any
right, power or term hereunder, unless and except to the extent such waiver is set forth in an express written
instrument signed by the party against whom it is to be charged (and not by an email or series of emails);
provided, that in the case of the Company, such waiver must be signed in blue ink by the Chief Executive
Officer or President of the Company or their successors.
18. SUCCESSOR AND ASSIGNS
18.1 Successors Bound . The covenants and agreements set forth herein shall be binding upon and inure to the
benefit of each of the parties and their respective successors and permitted assigns. Neither party shall be
permitted to assign their rights under this Agreement without the written consent of the other party; provided,
however, that the foregoing shall not limit the ability of the Custodian to delegate certain duties or services to or
perform them through agents or attorneys appointed with due care as expressly provided in this Agreement.
18.2 Merger and Consolidation . Any corporation or association into which the Custodian may be merged or
converted or with which it may be consolidated, or any corporation or association resulting from any merger,
conversion or consolidation to which the Custodian shall be a party, or any corporation or association to which
the Custodian transfers all or substantially all of its corporate trust business, shall be the
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successor of the Custodian hereunder, and shall succeed to all of the rights, powers and duties of the Custodian
hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto.
19. SEVERABILITY
The terms of this Agreement are hereby declared to be severable, such that if any term hereof is determined to be invalid
or unenforceable, such determination shall not affect the remaining terms. Should any part of this Agreement be held
invalid or unenforceable in any jurisdiction, the invalid or unenforceable portion or portions shall be removed (and no
more) only in that jurisdiction, and the remainder shall be enforced as fully as possible (removing the minimum amount
possible) in that jurisdiction. In lieu of such invalid or unenforceable provision, the parties hereto will negotiate in good
faith to add automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such
invalid or unenforceable provision as may be possible.
20. REQUEST FOR INSTRUCTIONS
If, in performing its duties under this Agreement, the Custodian is required to decide between alternative courses of
action, the Custodian may (but shall not be obliged to) request written instructions from the Company as to the course of
action desired by it. If the Custodian does not receive such instructions within two (2) Business Days after it has
requested them, the Custodian may, but shall be under no duty to, take or refrain from taking any such courses of action.
The Custodian shall act in accordance with instructions received from the Company in response to such request after
such two-Business Day period except to the extent it has already taken, or committed itself to take, action inconsistent
with such instructions.
21. OTHER BUSINESS
Nothing herein shall prevent the Custodian or any of its affiliates from engaging in other business, or from entering into
any other transaction or financial or other relationship with, or receiving fees from or from rendering services of any
kind to the Company or any other Person. Nothing contained in this Agreement shall constitute the Company and/or the
Custodian (and/or any other Person) as members of any partnership, joint venture, association, syndicate, unincorporated
business or similar assignment as a result of or by virtue of the engagement or relationship established by this
Agreement.
22. REPRODUCTION OF DOCUMENTS
This Agreement and all schedules, exhibits, attachments and amendment hereto may be reproduced by any photographic,
photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto each agree that
any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding,
whether or not the original is in existence and whether or not such reproduction was made by a party in the regular
course of business, and that any enlargement, facsimile or further production shall likewise be admissible in evidence.
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23. MISCELLANEOUS
The Company acknowledges receipt of the following notice:
“ IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT .
To help the government fight the funding of terrorism and money laundering activities, Federal law
requires all financial institutions to obtain, verify and record information that identifies each person who
opens an account. For a non-individual person such as a business entity, a charity, a trust or other legal
entity the Custodian will ask for documentation to verify its formation and existence as a legal entity. The
Custodian may also ask to see financial statements, licenses, identification and authorization documents
from individuals claiming authority to represent the entity or other relevant documentation.”
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed and delivered by a duly
authorized officer, intending the same to take effect as of the date first written above.
Witness:
PROSPECT CAPITAL CORPORATION
_ /s/ Eric F. Colandrea _______________ By: /s/ M. Grier Eliasek
Name: Eric F. Colandrea Name: M. Grier Eliasek
Title: Deputy General Counsel Title: President and COO
Witness: PEAPACK-GLADSTONE BANK
_/s/ Ana Ribeiro_________________ By: /s/ Orest Temnycky
Name: Anan Ribeiro Name: Orest Temnycky
Title: Assistant Vice President Title: Senior Managing Director
-25-
1675380v1
SCHEDULE A
CERTIFICATE OF AUTHORIZED PERSONS
The undersigned hereby certifies that he/she is the duly elected and acting Secretary of Prospect Capital
Corporation (the “Client”), and further certifies that the following officers or employees of the Client have been duly
authorized to deliver Instructions to the Custodian pursuant to the Agreement between the Client and Custodian, dated
May 9, 2014, and that the signatures appearing opposite their names are true and correct:
John F. Barry III
Name
Chairman and CEO
Title
M. Grier Eliasek
Name
President and COO
Title
Signature
Signature
Brian H. Oswald
Name
CFO, Secretary and Treasurer
Title
Signature
This certificate supersedes any certificate of Authorized Persons you may currently have on file.
By:_______________________________
Name: Brian H. Oswald
Title: CFO, Secretary and Treasurer
Date: May 9, 2014
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a)/15d-14(a)
I, John F. Barry III, Chairman of the Board and Chief Executive Officer of Prospect Capital Corporation, certify that:
1. I have reviewed this annual report on Form 10-K of Prospect Capital Corporation;
EXHIBIT 31.1
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a 15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
consolidated financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant’s internal control over the financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent
functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date: August 25, 2014
/s/ JOHN F. BARRY III
John F. Barry III
Chairman of the Board and Chief Executive Officer
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a)/15d-14(a)
I, Brian H. Oswald, Chief Financial Officer and Treasurer of Prospect Capital Corporation, certify that:
1. I have reviewed this annual report on Form 10-K of Prospect Capital Corporation;
EXHIBIT 31.2
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a 15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
consolidated financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant’s internal control over the financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent
functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date: August 25, 2014
/s/ BRIAN H. OSWALD
Brian H. Oswald
Chief Financial Officer
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. 1350)
In connection with the annual report on Form 10-K for the period ended June 30, 2014 (the “Report”) of Prospect Capital Corporation (the
“Registrant”), as filed with the Securities and Commission on the date hereof, I, John F. Barry III, Chairman of the Board and Chief Executive
Officer of the Registrant, hereby certify, to the best of my knowledge, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Registrant.
EXHIBIT 32.1
Date: August 25, 2014
/s/ JOHN F. BARRY III
John F. Barry III
Chairman of the Board and Chief Executive Officer
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the
signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to
Prospect Capital Corporation and will be retained by Prospect Capital Corporation and furnished to the Securities and Exchange Commission or
its staff upon request.
The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. ss. 1350, and is not being filed for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of the Registrant,
whether made before or after the date hereof, regardless of any general incorporation language in such filing.
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. 1350)
In connection with the annual report on Form 10-K for the period ended June 30, 2014 (the “Report”) of Prospect Capital Corporation (the
“Registrant”), as filed with the Securities and Commission on the date hereof, I, Brian H. Oswald, Chief Financial Officer of the Registrant,
hereby certify, to the best of my knowledge, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Registrant.
EXHIBIT 32.2
Date: August 25, 2014
/s/ BRIAN H. OSWALD
Brian H. Oswald
Chief Financial Officer
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the
signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to
Prospect Capital Corporation and will be retained by Prospect Capital Corporation and furnished to the Securities and Exchange Commission or
its staff upon request.
The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. ss. 1350, and is not being filed for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of the Registrant,
whether made before or after the date hereof, regardless of any general incorporation language in such filing.