PROSPECT CAPITAL CORPORATION
COMPOSITE COPY OF ARTICLES OF AMENDMENT AND RESTATEMENT
As amended May 3, 2007, August 31, 2010, July 30, 2012 and May 5, 2014
ARTICLE I
NAME
The name of the corporation (the “Corporation”) is:
Prospect Capital Corporation
ARTICLE II
PURPOSE
The purposes for which the Corporation is formed are to conduct and carry on the business of a business development company, subject to making an election under the Investment Company Act of 1940, as amended (the “1940 Act”), and to engage in any lawful act or activity for which corporations may be organized under the general laws of the State of Maryland as now or hereafter in force.
ARTICLE III
PRINCIPAL OFFICE IN STATE AND RESIDENT AGENT
The address of the principal office of the Corporation in the State of Maryland is c/o The Corporation Trust Incorporated, 300 East Lombard Street, Baltimore, Maryland 21202. The name and address of the resident agent of the Corporation are The Corporation Trust Incorporated, 300 East Lombard Street, Baltimore, Maryland 21202. The resident agent is a Maryland corporation.
ARTICLE IV
PROVISIONS FOR DEFINING, LIMITING
AND REGULATING CERTAIN POWERS OF THE
CORPORATION AND OF THE STOCKHOLDERS AND DIRECTORS
Section 4.1
Number, Classification and Election of Directors
. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors. The number of directors of the Corporation is five, which number may be increased or decreased only by the Board of Directors pursuant to the Bylaws, but shall never be less than the minimum number required by the Maryland General Corporation Law (the “MGCL”). The names of the directors who shall serve until the first annual meeting of stockholders and until their successors are duly elected and qualify are:
John F. Barry
M. Grier Eliasek
Michael E. Basham
Robert A. Davidson
Walter V.E. Parker
These directors may increase the number of directors and may fill any vacancy, whether resulting from an increase in the number of directors or otherwise, on the Board of Directors occurring before the first annual meeting of stockholders in the manner provided in the Bylaws.
The Corporation elects, at such time as it becomes eligible to make the election provided for under Section 3-802(b) of the MGCL, that, subject to applicable requirements of the 1940 Act and except as may be provided by the Board of Directors in setting the terms of any class or series of Preferred Stock (as hereinafter defined), any and all vacancies on the Board of Directors may be filled 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 shall serve for the remainder of the full term of the directorship in which such vacancy occurred and until a successor is duly elected and qualifies.
On the first date on which the Corporation shall have more than one stockholder of record, the directors (other than any director elected solely by holders of one or more classes or series of Preferred Stock in connection with dividend arrearages) shall be classified, with respect to the terms for which they severally hold office, into three classes, as determined by the Board of Directors, one class to hold office initially for a term expiring at the next succeeding annual meeting of stockholders, another class to hold office initially for a term expiring at the second succeeding annual meeting of stockholders and another class to hold office initially for a term expiring at the third succeeding annual meeting of stockholders, with the members of each class to hold office until their successors are duly elected and qualify. At each annual meeting of the stockholders, the successors to the class of directors whose term expires at such meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third
year following the year of their election and until their successors are duly elected and qualify.
Section 4.2
Extraordinary Actions
. Except as specifically provided in Section 4.9 (relating to removal of directors), and in Section 6.2 (relating to certain actions and certain amendments to the charter), notwithstanding any provision of law permitting or requiring any action to be taken or approved by the affirmative vote of the holders of shares entitled to cast a greater number of votes, any such action shall be effective and valid if declared advisable by the Board of Directors and taken or approved by the affirmative vote of holders of shares entitled to cast a majority of all the votes entitled to be cast on the matter.
Section 4.3
Election of Directors
. Except as otherwise provided in the Bylaws of the Corporation, each director shall be elected by the affirmative vote of the holders of a majority of
the shares of stock outstanding and entitled to vote thereon.
Section 4.4
Quorum
. The presence in person or by proxy of the holders of shares of stock of the Corporation entitled to cast a majority of the votes entitled to be cast (without regard to class) shall constitute a quorum at any meeting of stockholders, except with respect to any such matter that, under applicable statutes or regulatory requirements, requires approval by a separate vote of one or more classes of stock, in which case the presence in person or by proxy of the holders of shares entitled to cast a majority of the votes entitled to be cast by each such class on such a matter shall constitute a quorum.
Section 4.5
Authorization by Board of Stock Issuance
. The Board of Directors may authorize the issuance from time to time of shares of stock of the Corporation of any class or series, whether now or hereafter authorized, or securities or rights convertible into shares of its stock of any class or series, whether now or hereafter authorized, for such consideration, if any, as the Board of Directors may deem advisable (or without consideration in the case of a stock split or stock dividend), subject to such restrictions or limitations, if any, as may be set forth in the charter or the Bylaws.
Section 4.6
Preemptive Rights
. Except as may be provided by the Board of Directors in setting the terms of classified or reclassified shares of stock pursuant to Section 5.4 or as may otherwise be provided by contract, no holder of shares of stock of the Corporation shall, as such holder, have any preemptive right to purchase or subscribe for any additional shares of stock of the Corporation or any other security of the Corporation which it may issue or sell.
Section 4.7
Appraisal Rights
. No holder of stock of the Corporation shall be entitled to exercise the rights of an objecting stockholder under Title 3, Subtitle 2 of the MGCL or any successor statute unless the Board of Directors, upon the affirmative vote of a majority of the entire Board of Directors, shall determine that such rights apply, with respect to all or any classes or series of stock or any proportion of the shares thereof, to a particular transaction or all transactions occurring after the date of such determination in connection with which holders of such shares would otherwise be entitled to exercise such rights.
Section 4.8
Determinations by Board
. The determination as to any of the following matters, made in good faith by or pursuant to the direction of the Board of Directors consistent with the charter, shall be final and conclusive and shall be binding upon the Corporation and every holder of shares of its stock: the amount of the net income of the Corporation for any period and the amount of assets at any time legally available for the payment of dividends, redemption of its stock or the payment of other distributions on its stock; the amount of paid-in surplus, net assets, other surplus, annual or other net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged); any interpretation of the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of any class or series of stock of the Corporation; the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by the Corporation;
any matter relating to the acquisition, holding and disposition of any assets by the Corporation; or any other matter relating to the business and affairs of the Corporation or required or permitted by applicable law, the charter or Bylaws or otherwise to be determined by the Board of Directors.
Section 4.9
Removal of Directors
. Subject to the rights of holders of one or more classes or series of Preferred Stock to elect or remove one or more directors, any director, or the entire Board of Directors, may be removed from office at any time only for cause and only by the affirmative vote of at least two-thirds of the votes entitled to be cast generally in the election of directors. For the purpose of this paragraph, “cause” shall mean, with respect to any particular director, conviction of a felony or a final judgment of a court of competent jurisdiction holding that such director caused demonstrable, material harm to the Corporation through bad faith or active and deliberate dishonesty.
ARTICLE V
STOCK
Section 5.1
Authorized Shares
. The Corporation has authority to issue 1,000,000,000 shares of stock, initially consisting of 1,000,000,000 shares of Common Stock, $.001 par value per share (“Common Stock”). The aggregate par value of all authorized shares of stock having par value is $1,000,000. If shares of one class of stock are classified or reclassified into shares of another class of stock pursuant to this Article V, the number of authorized shares of the former class shall be automatically decreased and the number of shares of the latter class shall be automatically increased, in each case by the number of shares so classified or reclassified, so that the aggregate number of shares of stock of all classes that the Corporation has authority to issue shall not be more than the total number of shares of stock set forth in the first sentence of this paragraph. A majority of the Board of Directors, without any action by the stockholders of the Corporation, may amend the charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Corporation has authority to issue.
Section 5.2
Common Stock
. Each share of Common Stock shall entitle the holder thereof to one vote. The Board of Directors may reclassify any unissued shares of Common Stock from time to time in one or more classes or series of stock.
Section 5.3
Preferred Stock
. The Board of Directors may classify any unissued shares of stock and reclassify any previously classified but unissued shares of stock of any class or series from time to time, in one or more classes or series of preferred stock (“Preferred Stock”).
Section 5.4
Classified or Reclassified Shares
. Prior to issuance of classified or reclassified shares of any class or series, the Board of Directors by resolution shall: (a) designate that class or series to distinguish it from all other classes and series of stock of the Corporation; (b) specify the number of shares to be included in the class or series; (c) set or change, subject to the express terms of any class or series of stock of the Corporation outstanding at the time, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms and conditions of redemption for each class or series; and (d) cause the Corporation to file articles supplementary with the State Department of Assessments and Taxation of Maryland (“SDAT”). Any of the terms of any class or series of stock
set or changed pursuant to clause (c) of this Section 5.4 may be made dependent upon facts or events ascertainable outside the charter (including determinations by the Board of Directors or other facts or events within the control of the Corporation) and may vary among holders thereof, provided that the manner in which such facts, events or variations shall operate upon the terms of such class or series of stock is clearly and expressly set forth in the articles supplementary filed with the SDAT.
Section 5.5
Inspection of Books and Records
. A stockholder that is otherwise eligible under applicable law to inspect the Corporation’s books of account, stock ledger, or other specified documents of the Corporation shall have no right to make such inspection if the Board of Directors determines that such stockholder has an improper purpose for requesting such inspection.
Section 5.6
Charter and Bylaws
. The rights of all stockholders and the terms of all stock are subject to the provisions of the charter and the Bylaws. The Board of Directors of the Corporation shall have the exclusive power to make, alter, amend or repeal the Bylaws.
ARTICLE VI
AMENDMENTS; CERTAIN EXTRAORDINARY TRANSACTIONS
Section 6.1
Amendments Generally
. The Corporation reserves the right from time to time to make any amendment to its charter, now or hereafter authorized by law, including any amendment altering the terms or contract rights, as expressly set forth in the charter, of any shares of outstanding stock. All rights and powers conferred by the charter on stockholders, directors and officers are granted subject to this reservation.
Section 6.2
Approval of Certain Extraordinary Actions and Charter Amendments
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(a)
Required Votes
. The affirmative vote of the holders of shares entitled to cast at least 80 percent of the votes entitled to be cast on the matter, each voting as a separate class, shall be necessary to effect:
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(i)
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Any amendment to the charter of the Corporation to make the Corporation’s Common Stock a “redeemable security” or to convert the Corporation, whether by merger or otherwise, from a “closed-end company” to an “open-end company” (as such terms are defined in the 1940 Act);
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(ii)
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The liquidation or dissolution of the Corporation and any amendment to the charter of the Corporation to effect any such liquidation or dissolution; and
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(iii)
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Any amendment to Section 4.1, Section 4.2, Section 4.9, Section 6.1 or this Section 6.2;
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provided, however, that, if the Continuing Directors (as defined herein), by a vote of at least two-thirds of such Continuing Directors, in addition to approval by the Board of Directors, approve such proposal or amendment, the affirmative vote of the holders of a majority of the votes entitled to be cast shall be sufficient to approve such matter.
(b)
Continuing Directors
. “Continuing Directors” means the directors identified in Article IV, Section 4.1 and the directors whose nomination for election by the stockholders or whose election by the directors to fill vacancies is approved by a majority of the Continuing Directors then on the Board.
ARTICLE VII
LIMITATION OF LIABILITY; INDEMNIFICATION AND ADVANCE OF EXPENSES
Section 7.1
Limitation of Liability
. To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of directors and officers of a corporation, no director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages.
Section 7.2
Indemnification and Advance of Expenses
. The Corporation shall have the power, to the maximum extent permitted by Maryland law in effect from time to time, to obligate itself to indemnify, and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to, (a) any individual who is a present or former director or officer of the Corporation or (b) any individual who, while a director or officer of the Corporation and at the request of the Corporation, serves or has served as a director, officer, partner or trustee of another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or any other enterprise from and against any claim or liability to which such person may become subject or which such person may incur by reason of his or her service in any such capacity. The Corporation shall have the power, with the approval of the Board of Directors, to provide such indemnification and advancement of expenses to a person who served a predecessor of the Corporation in any of the capacities described in (a) or (b) above and to any employee or agent of the Corporation or a predecessor of the Corporation.
Section 7.3
1940 Act
. The provisions of this Article VII shall be subject to the limitations of the 1940 Act.
Section 7.4
Amendment or Repeal
. Neither the amendment nor repeal of this Article VII, nor the adoption or amendment of any other provision of the charter or Bylaws inconsistent with this Article VII, shall apply to or affect in any respect the applicability of the preceding sections of this Article VII with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.
Prospect Capital Announces 84.8% Increase in Net Income for Third Fiscal Quarter Over Prior Year Third Fiscal Quarter
NEW YORK, NY - (Marketwired) - 05/06/14 - Prospect Capital Corporation (NASDAQ: PSEC) (“Company” or “Prospect”) today announced financial results for our third fiscal quarter ended March 31, 2014.
For the March 2014 quarter, our net increase in net assets resulting from operations (“NI”) was $82.1 million or $0.26 per weighted average number of shares for the quarter. For the March 2013 quarter, our NI was $44.4 million or $0.20 per weighted average number of shares for the quarter. NI increased year-over-year by 84.8% and 30.0% on a dollars and per share basis, respectively.
For the nine months ended March 31, 2014, our NI was $247.4 million or $0.86 per weighted average number of shares for the period. For the nine months ended March 31, 2013, our NI was $138.2 million or $0.71 per weighted average number of shares for the period. NI increased year-over-year by 79.0% and 21.1% on a dollars and per share basis, respectively.
For the March 2014 quarter, our net investment income (“NII”) was $98.5 million or $0.31 per weighted average number of shares for the quarter. For the March 2013 quarter, our NII was $59.6 million or $0.26 per weighted average number of shares for the quarter. NII increased year-over-year by 65.3% and 19.2% on a dollars and per share basis, respectively.
For the nine months ended March 31, 2014, our NII was $273.1 million or $0.95 per weighted average number of shares for the period. For the nine months ended March 31, 2013, our NII was $232.8 million or $1.20 per weighted average number of shares for the period. NII decreased on a per share basis due to significant non-recurring income in the 2013 period.
We have previously announced our upcoming and increasing monthly cash distributions to shareholders through December 2014, ranging from $0.110425 per share for May 2014 to $0.110600 per share for December 2014. Prospect’s closing stock price of $10.81 as of May 5, 2014 delivers to shareholders a current dividend yield of 12.3%.
We have generated cumulative NII in excess of cumulative distributions to shareholders since Prospect’s initial public offering (“IPO”) ten years ago. For the June 2013 fiscal year, our NII in excess of distributions to shareholders was $53.4 million and $0.26 per share. For the nine months ended March 31, 2014, distributions were in excess of NII by $16.8 million and $0.04 per share, distributing some of the excess which was built up in the previous two fiscal years.
Since our IPO ten years ago through our December 2014 distribution, assuming our current share count for upcoming distributions, we will have distributed $13.26 per share to initial shareholders and over $1.3 billion in cumulative distributions to all shareholders.
Our net asset value per share on March 31, 2014 stood at $10.68 per share, a decrease of $0.05 per share from December 31, 2013 and $0.04 per share from June 30, 2013. Our debt to equity ratio stood at 67.9% after subtraction of cash and equivalents as of March 31, 2014, up from 48.0% as
of December 31, 2013 and 55.7% as of June 30, 2013. Our objective is to grow net investment income per share in the coming quarters by focusing on matched-book funding to finance disciplined and accretive originations across our diversified lines of business.
HIGHLIGHTS
Equity Values:
Net assets as of March 31, 2014: $3.561 billion
Net asset value per share as of March 31, 2014: $10.68
Third Fiscal Quarter Operating Results:
Net investment income: $98.523 million
Net investment income per share: $0.31
Dividends to shareholders per share: $0.331050
Fiscal Year to Date Operating Results:
Net investment income: $273.075 million
Net investment income per share: $0.95
Net increase in net assets resulting from operations: $247.363 million
Net increase in net assets resulting from operations per share: $0.86
Dividends to shareholders per share: $0.992475
Third Fiscal Quarter Portfolio and Investment Activity:
Portfolio investments in quarter: $1.343 billion
Total portfolio investments at cost at March 31, 2014: $6.111 billion
Number of portfolio companies at March 31, 2014: 138
PORTFOLIO AND INVESTMENT ACTIVITY
Our origination efforts during the March 2014 quarter prioritized secured lending, with an emphasis on senior loans, although we also seek to close selected subordinated debt and income-producing equity investments. Our diversified approach includes seven primary origination strategies, including (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, and (7) investments in syndicated debt. With our scale team of approximately 100 professionals, one of the largest dedicated middle-market credit groups in the industry, we believe we are well positioned to select in a disciplined manner a small number of investments out of thousands of investment opportunities sourced annually.
Our portfolio’s annualized current yield stood at 12.5% across all performing interest bearing investments as of March 31, 2014. Distributions from equity positions that we hold 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. While the market has experienced yield compression over the past year, we have continued to prioritize secured debt with our originations to protect against downside risk while still achieving above market yields through credit selection discipline and a differentiated origination approach.
At March 31, 2014, our portfolio consisted of 138 long-term investments with a fair value of $6.006 billion, a record total, compared to 124 long-term investments with a fair value of $4.173 billion at June 30, 2013.
During the March 2014 quarter, we completed 18 new and follow-on investments aggregating $1.34 billion, a record total, and received full repayment on four other investments. Our sales, repayments, and scheduled amortization payments in the March 2014 quarter were $198.0 million, resulting in investments net of repayments of $1.15 billion, a record total. We closed approximately 65% of our March 2014 quarter originations during the last two business days of the quarter, so we did not realize the full economic benefit possible from such investments during the quarter. However, we expect to generate full quarter interest benefits in the June 2014 quarter from these investments.
The majority of our portfolio consists of agented middle-market loans that we have originated, selected, structured, and closed. We perceive the risk-adjusted reward in the current environment to be superior for agented and self-originated opportunities compared to the syndicated market, causing us to so prioritize our proactive sourcing efforts. The call center initiative we launched in March 2013 has enabled us to close investment opportunities we may not have seen otherwise. We anticipate that calling effort to continue to contribute to our business in the upcoming quarters.
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On January 8, 2014, we made a $161.5 million follow-on investment in Broder Bros., Co. to support an acquisition.
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On January 17, 2014, we made a $6.6 million follow-on investment in APH Property Holdings, LLC to acquire the Gulf Coast II Portfolio, a portfolio of two multi-family residential properties located in Alabama and Florida.
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On January 31, 2014, we made a $4.8 million follow-on investment in NPH Property Holdings, LLC (“NPH”) to acquire Island Club, a multi-family residential property located in Jacksonville, Florida.
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On February 4, 2014, we made a secured debt investment of $25.0 million 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.
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On February 5, 2014, we made an investment of $32.4 million to purchase subordinated notes in ING IM CLO 2014-1, Ltd.
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On February 7, 2014, we made an investment of $23.1 million to purchase subordinated notes in Halcyon Loan Advisors Funding 2014-1 Ltd.
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On February 11, 2014, we made a $7.0 million follow-on investment in InterDent, Inc. (“InterDent”) to fund an acquisition.
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On February 11, 2014, we made a secured debt investment of $10.0 million in TriMark USA, LLC, a foodservice equipment and supplies distributor and provider of custom kitchen design services.
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On February 19, 2014, we provided $17.0 million of secured floating rate financing to support the acquisition of Venio LLC (“Keane”) 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.
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On March 7, 2014, we provided $78.0 million of senior secured floating rate debt to support the continued growth of Tolt Solutions, Inc., a retail-focused information technology services company, providing customized network architecture solutions, installation, deployment, maintenance, and customer support to retailers nationwide.
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On March 12, 2014, we made a secured debt investment of $10.0 million in Tectum Holdings, Inc., a manufacturer of aftermarket accessories for the light-truck market.
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On March 18, 2014, we made a $28.3 million follow-on investment in LaserShip, Inc., of which $22.25 million was funded at closing, to finance an acquisition.
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On March 20, 2014, New Star Metals, Inc. repaid our $50.5 million loan.
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On March 25, 2014, we made a secured debt investment of $28.5 million in Global Employment Solutions, Inc., a provider of contract and permanent placement staffing services, with a strategic focus on the information technology segment.
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On March 26, 2014, Material Handling Services, LLC repaid our $64.5 million loan.
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On March 28, 2014, we provided $277.5 million of secured floating rate debt to support the refinancing of Instant Web, LLC, a provider of direct marketing solutions to direct marketers for acquisition and loyalty programs in the United States.
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On March 31, 2014, we made a secured debt investment of $60.0 million in United States Environmental Services, LLC, a provider of industrial, environmental, and maritime services in the Gulf States region.
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On March 31, 2014, we provided a $153.5 million follow-on senior secured debt investment in Progrexion Holdings, Inc. to fund a dividend recapitalization.
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On March 31, 2014, we invested $246.3 million in cash and issued 2,306,294 unregistered shares of our common stock to support the recapitalization of Harbortouch Payments, LLC (“Harbortouch”), a provider of transaction processing services and point-of-sale equipment used by merchants across the United States. Through the recapitalization, we acquired a controlling interest in Harbortouch. After the recapitalization, we received repayment of the $23.9 million loan previously outstanding.
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On March 31, 2014, we provided $78.5 million of debt and $14.1 million of equity financing to Echelon Aviation LLC (“Echelon”), a newly established aircraft leasing portfolio company. We are the controlling equity owner of Echelon.
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Since March 31, 2014 in the current June 2014 quarter, we have completed seven new and follow-on investments aggregating $268.2 million. We have received $96.5 million of repayments, resulting in a net investment of $171.7 million for the current quarter to date.
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On April 8, 2014, we provided $59.0 million of senior secured financing, of which $54.0 million 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.
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On April 8, 2014, we refinanced our existing $15.0 million subordinated loan to Pelican Products, Inc., making a new debt investment. Concurrent with the refinancing, we received repayment of the $15.0 million loan previously outstanding.
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On April 11, 2014, we made an investment of $21.7 million to purchase subordinated notes in Washington Mill CLO Ltd.
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On April 14, 2014, we made an investment of $38.2 million to purchase subordinated notes in Halcyon Loan Advisors Funding 2014-2 Ltd.
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On April 21, 2014, we made an $18.3 million follow-on investment in InterDent to fund an acquisition.
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On April 30, 2014, we made a $65.0 million senior secured investment, of which $50.0 million was funded at closing, in Fleetwash, Inc., a national provider of vehicle and facility washing services.
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On May 1, 2014, Totes Isotoner Corporation repaid our $53.0 million loan.
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On May 5, 2014, we invested $49.0 million 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.
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The fair market value of our loan assets on non-accrual as a percentage of total assets stood at approximately 0.3% on March 31, 2014 and June 30, 2013, down from 1.9% on June 30, 2012. We are pleased with the overall credit quality of our portfolio, with many of our companies generating year-over-year and sequential growth in top-line revenues and bottom-line profits.
Benefiting from the solid performance of several controlled positions in our portfolio, we have selectively monetized certain such companies and may monetize other positions if we identify attractive opportunities for exit. As such exits materialize, we expect to reinvest such proceeds into new income-producing opportunities. We are pleased with the performance of our controlled portfolio companies, and are actively exploring other new investment opportunities at attractive multiples of cash flow. Our Harbortouch investment in the March 2014 quarter illustrated how the combination of our one-stop financing capability, controlled investment expertise, diversified industry experience, and scale balance sheet can generate attractive controlled investment opportunities.
In the March 2014 quarter we made three investments in non-controlled third-party-sponsor-backed companies that brought our total investment in each company to more than $100 million, demonstrating the competitive differentiation of our scale balance sheet to close one-stop financing opportunities.
With our initial $92.6 million investment in Echelon to finance a diversified airplane asset acquisition, we have now entered the aircraft leasing sector. Echelon focuses on acquiring aviation assets with attractive contractual cash flows, strong lessee credit risk attributes, and stable residual value characteristics. The Echelon management team has decades of experience in the aircraft leasing industry and expects to generate double digit yields through a focus on mid-life aircraft.
Over the past few months we have entered the “peer-to-peer” online direct lending industry with a focus on prime, near-prime, and subprime consumer and small business borrowers. We expect to grow our investment, which stands at approximately $40 million today, across multiple origination platforms, including potentially our own future controlled origination and underwriting platforms.
As a yield enhancement for our business, we have launched a Prospect senior loan strategic initiative (“PSEN”) in which we would collaborate with third-party investor capital that would acquire lower yielding loans from our balance sheet while we would retain fee-generating servicing responsibilities on behalf of such investor base. Once we close PSEN, which we hope to achieve in the coming months, we expect PSEN to help us generate accretive income and to expand our ability to close scale one-stop investment opportunities with efficient pricing.
Our advanced investment pipeline aggregates more than $500 million of potential opportunities diversified across multiple sectors. These opportunities are primarily secured investments with double-digit coupons, sometimes coupled with equity upside through additional investments.
LIQUIDITY AND FINANCIAL RESULTS
During the March 2014 quarter we made significant progress in our efforts to utilize prudent leverage to enhance our returns, increasing our debt to equity ratio (after subtraction of cash and equivalents) from 48.0% at December 31, 2013 to 68.0% at March 31, 2014. Subsequent to March 31, 2014, we completed two scale unsecured debt offerings to generate availability on our revolving credit facility, providing additional liquidity for future loan origination. We continue to retain significant balance sheet strengths, including a significant majority of unencumbered assets, demonstrated access to diversified funding markets, matched-book funding, unsecured fixed-rate liability focus, and prudent debt to equity leverage. Our balance sheet also gives us the potential for future earnings as we harvest the benefits of the financing structures we have recently closed at an attractive cost due to our investment-grade ratings at corporate, revolving facility, and term debt levels.
On March 27, 2012, we renegotiated our credit facility and closed on an expanded five-year revolving credit facility (the “Facility”) for Prospect Capital Funding LLC. As of March 31, 2014, the Facility size stood at $1.0 billion with commitments to the Facility of $792.5 million. As of May 6, 2014, 24 banks have committed to the Facility.
As we make additional investments, we generate additional availability to the extent such investments are eligible to be placed into the borrowing base. The revolving period of the Facility extends through March 2015, with an additional two-year amortization period, with interest distributions to us continuing to be allowed after the completion of the revolving period. Interest on borrowings under the Facility is one-month Libor plus 275 basis points, with no minimum Libor floor. The Facility continues to carry an investment-grade Moody's rating of Aa3.
We also have significantly diversified our counterparty risk. The current count of 24 institutional lenders in the Facility compares to five lenders at June 30, 2010 and represents the most diversified bank group in our industry.
In addition, our repeat issuance in the 5-year to 30-year unsecured term debt market has extended our liability duration, thereby better matching our assets and liabilities for balance sheet risk management.
During the period from December 21, 2010 to December 21, 2012, we issued $852.5 million in principal amount of convertible notes in five issuances (“2015-2019 Convertible Notes”). In the March 2012 quarter, we repurchased $5.0 million of such notes. These notes bear interest at rates ranging from 5.375% to 6.25% and become due at various dates between December 15, 2015 and January 15, 2019.
On April 11, 2014, we issued $400.0 million aggregate principal amount of 4.75% senior convertible notes that mature on April 15, 2020 (the “2020 Notes”, and together with the 2015-2019 Convertible
Notes, the “Convertible Notes”), unless previously converted or repurchased in accordance with their terms.
On May 1, 2012, we issued $100.0 million in principal amount of 6.95% senior unsecured notes due November 2022 (the “2022 Baby Bond Notes”). The 2022 Baby Bond Notes trade on the New York Stock Exchange with ticker PRY and further demonstrate our diversified access to longer-dated funding.
On March 15, 2013, we issued $250.0 million in aggregate principal amount of 5.875% senior unsecured notes due March 2023 (the “2023 Notes”).
On April 7, 2014, we issued $300.0 million aggregate principal amount of 5.00% senior unsecured notes that mature on July 15, 2019 (the “2019 Notes”). Included in the issuance is $45.0 million of Prospect Capital InterNotes® that was converted into the 2019 Notes.
On February 16, 2012, we entered into a Selling Agent Agreement for our issuance and sale from time to time of senior unsecured program notes (the “Program Notes”, and together with the 2022 Baby Bond Notes, Convertible Notes, 2019 Notes, and 2023 Notes, the “Unsecured Notes”). Since initiating the program, we have issued $837.5 million of Program Notes ($788.9 million outstanding after redemptions and exchanges, including settlements through May 8, 2014). These notes were issued with interest rates ranging from 3.24% to 7.00% with a weighted average rate of 5.38%. These notes mature between October 15, 2016 and October 15, 2043.
The Unsecured Notes are general unsecured obligations of Prospect, with no financial covenants, no technical cross default provisions, and no payment cross default provisions with respect to our revolving credit facility. The Unsecured Notes have no restrictions related to the type and security of assets in which Prospect might invest. These Unsecured Notes have an investment-grade S&P rating of BBB and Kroll rating of BBB+. As of March 31, 2014, Prospect held more than $4.8 billion of unencumbered assets on its balance sheet to benefit holders of Unsecured Notes and Prospect shareholders.
On May 8, 2013, August 22, 2013, November 5, 2013, February 4, 2014 and April 9, 2014, we entered into equity distribution agreements relating to at-the-market offerings from time to time of our common stock. During the period from July 1, 2013 to March 31, 2014, we issued approximately 80.3 million shares of our common stock at an average price of $11.19 per share, and raised $899.0 million of gross proceeds, with all issuance at prices above net asset value per share. During the period from April 1, 2014 to May 2, 2014, we issued approximately 7.7 million shares of our common stock at an average price of $10.91 per share, and raised $84.1 million of gross proceeds, with all issuance at prices above net asset value per share. We do not anticipate filing another at-the-market equity program for the remainder of the June 2014 quarter.
We currently have no borrowings under our Facility. Assuming sufficient assets are pledged to the Facility and that we are in compliance with all Facility terms, and taking into account our cash balances on hand, we have over $900 million of new Facility-based investment capacity. Any principal repayments, other monetizations of our assets, debt and other capital issuances, or increases in our Facility size would further increase our investment capacity.
EARNINGS CONFERENCE CALL
Prospect will host an earnings conference call on
Wednesday, May 7, 2014
, at
11:00 a.m.
Eastern Time. The conference call dial-in number will be
888-317-6016
. A recording of the conference call will be available for approximately 30 days. To hear a replay, call 877-344-7529 and use passcode 10045221. The updated Prospect corporate presentation is available on the Investor Relations tab at www.prospectstreet.com.
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
March 31, 2014 and June 30, 2013
(in thousands, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2014
|
|
June 30, 2013
|
|
|
(Unaudited)
|
|
(Audited)
|
|
Assets
|
|
|
|
|
Investments at fair value:
|
|
|
|
|
Control investments (amortized cost of $1,655,363 and $830,151, respectively)
|
$
|
1,559,214
|
|
|
$
|
811,634
|
|
|
Affiliate investments (amortized cost of $31,979 and $49,189, respectively)
|
31,799
|
|
|
42,443
|
|
|
Non-control/non-affiliate investments (amortized cost of $4,424,017 and $3,376,438, respectively)
|
4,415,190
|
|
|
3,318,775
|
|
|
Total investments at fair value (amortized cost of $6,111,359 and $4,255,778, respectively)
|
6,006,203
|
|
|
4,172,852
|
|
|
Cash and cash equivalents
|
274,968
|
|
|
203,236
|
|
|
Receivables for:
|
|
|
|
|
|
|
Interest, net
|
21,092
|
|
|
22,863
|
|
|
Other
|
2,964
|
|
|
4,397
|
|
|
Prepaid expenses
|
693
|
|
|
540
|
|
|
Deferred financing costs
|
46,942
|
|
|
44,329
|
|
|
Total Assets
|
6,352,862
|
|
|
4,448,217
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
Revolving Credit Facility
|
729,000
|
|
|
124,000
|
|
|
Senior Convertible Notes
|
847,500
|
|
|
847,500
|
|
|
Senior Unsecured Notes
|
347,858
|
|
|
347,725
|
|
|
Prospect Capital InterNotes
®
|
767,644
|
|
|
363,777
|
|
|
Due to broker
|
0
|
|
|
43,588
|
|
|
Dividends payable
|
36,810
|
|
|
27,299
|
|
|
Due to Prospect Administration
|
1,875
|
|
|
1,366
|
|
|
Due to Prospect Capital Management
|
26,736
|
|
|
5,324
|
|
|
Accrued expenses
|
3,636
|
|
|
2,345
|
|
|
Interest payable
|
22,772
|
|
|
24,384
|
|
|
Other liabilities
|
7,655
|
|
|
4,415
|
|
|
Total Liabilities
|
2,791,486
|
|
|
1,791,723
|
|
|
Net Assets
|
$
|
3,561,376
|
|
|
$
|
2,656,494
|
|
|
|
|
|
|
|
|
|
Components of Net Assets
|
|
|
|
|
Common stock, par value $0.001 per share (500,000,000 common shares authorized; 333,499,861 and 247,836,965 issued and outstanding, respectively)
|
$
|
333
|
|
|
$
|
248
|
|
|
Paid-in capital in excess of par
|
3,687,173
|
|
|
2,739,864
|
|
|
Undistributed net investment income
|
60,284
|
|
|
77,084
|
|
|
Accumulated realized losses on investments
|
-81,258
|
)
|
|
-77,776
|
)
|
|
Unrealized depreciation on investments
|
-105,156
|
)
|
|
-82,926
|
)
|
|
Net Assets
|
$
|
3,561,376
|
|
|
$
|
2,656,494
|
|
|
|
|
|
|
|
|
|
Net Asset Value Per Share
|
$
|
10.68
|
|
|
$
|
10.72
|
|
PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three and Nine months Ended March 31, 2014 and 2012
(in thousands, except share and per share data)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
March 31,
|
|
For the Nine Months Ended
March 31,
|
|
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
|
Investment Income
|
|
|
|
|
|
|
|
|
Interest income:
|
|
|
|
|
|
|
|
|
Control investments
|
$
|
38,129
|
|
|
$
|
26,598
|
|
|
$
|
107,848
|
|
|
$
|
77,756
|
|
|
Affiliate investments
|
727
|
|
|
1,599
|
|
|
3,622
|
|
|
4,944
|
|
|
Non-control/non-affiliate investments
|
85,811
|
|
|
58,187
|
|
|
243,343
|
|
|
161,727
|
|
|
CLO fund securities
|
31,709
|
|
|
23,228
|
|
|
87,087
|
|
|
60,361
|
|
|
Total interest income
|
156,376
|
|
|
109,612
|
|
|
441,900
|
|
|
304,788
|
|
|
Dividend income:
|
|
|
|
|
|
|
|
|
|
|
|
|
Control investments
|
7,575
|
|
|
75
|
|
|
23,527
|
|
|
65,042
|
|
|
Non-control/non-affiliate investments
|
0
|
|
|
0
|
|
|
12
|
|
|
3,185
|
|
|
Money market funds
|
15
|
|
|
8
|
|
|
32
|
|
|
19
|
|
|
Total dividend income
|
7,590
|
|
|
83
|
|
|
23,571
|
|
|
68,246
|
|
|
Other income:
|
|
|
|
|
|
|
|
|
|
|
|
|
Control investments
|
12,431
|
|
|
2,656
|
|
|
39,580
|
|
|
7,753
|
|
|
Affiliate investments
|
5
|
|
|
5
|
|
|
12
|
|
|
618
|
|
|
Non-control/non-affiliate investments
|
13,925
|
|
|
7,839
|
|
|
24,388
|
|
|
28,461
|
|
|
Total other income
|
26,361
|
|
|
10,500
|
|
|
63,980
|
|
|
36,832
|
|
|
Total Investment Income
|
190,327
|
|
|
120,195
|
|
|
529,451
|
|
|
409,866
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment advisory fees:
|
|
|
|
|
|
|
|
|
|
|
|
|
Base management fee
|
28,709
|
|
|
18,966
|
|
|
76,829
|
|
|
48,500
|
|
|
Income incentive fee
|
24,631
|
|
|
14,896
|
|
|
68,269
|
|
|
58,207
|
|
|
Total investment advisory fees
|
53,340
|
|
|
33,862
|
|
|
145,098
|
|
|
106,707
|
|
|
Interest and credit facility expenses
|
31,747
|
|
|
20,854
|
|
|
88,410
|
|
|
50,779
|
|
|
Legal fees
|
306
|
|
|
395
|
|
|
483
|
|
|
1,652
|
|
|
Valuation services
|
490
|
|
|
420
|
|
|
1,378
|
|
|
1,167
|
|
|
Audit, compliance and tax related fees
|
336
|
|
|
200
|
|
|
1,704
|
|
|
1,010
|
|
|
Allocation of overhead from Prospect Administration
|
3,986
|
|
|
2,957
|
|
|
11,958
|
|
|
7,280
|
|
|
Insurance expense
|
90
|
|
|
88
|
|
|
273
|
|
|
259
|
|
|
Directors’ fees
|
81
|
|
|
75
|
|
|
231
|
|
|
225
|
|
|
Excise tax
|
1,000
|
|
|
1,000
|
|
|
3,000
|
|
|
5,500
|
|
|
Other general and administrative expenses
|
428
|
|
|
759
|
|
|
3,841
|
|
|
2,459
|
|
|
Total Operating Expenses
|
91,804
|
|
|
60,610
|
|
|
256,376
|
|
|
177,038
|
|
|
Net Investment Income
|
98,523
|
|
|
59,585
|
|
|
273,075
|
|
|
232,828
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized loss on investments
|
-1,600
|
)
|
|
-6,014
|
)
|
|
-3,482
|
)
|
|
-12,362
|
)
|
|
Net change in unrealized depreciation on investments
|
-14,822
|
)
|
|
-9,142
|
)
|
|
-22,230
|
)
|
|
-82,299
|
)
|
|
Net Increase in Net Assets Resulting from Operations
|
$
|
82,101
|
|
|
$
|
44,429
|
|
|
$
|
247,363
|
|
|
$
|
138,167
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in net assets resulting from operations per share
|
$
|
0.26
|
|
|
$
|
0.20
|
|
|
$
|
0.86
|
|
|
$
|
0.71
|
|
|
Dividends declared per share
|
$
|
-0.33
|
)
|
|
$
|
-0.33
|
)
|
|
$
|
-0.99
|
)
|
|
$
|
-0.95
|
)
|
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
ROLLFORWARD OF NET ASSET VALUE PER SHARE
For the Three and Nine Months Ended March 31, 2014 and 2013
(in actual dollars)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
March 31,
|
|
For the Nine Months Ended
March 31,
|
|
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value at beginning of period
|
$
|
10.73
|
|
|
$
|
10.81
|
|
|
$
|
10.72
|
|
|
$
|
10.83
|
|
|
Net investment income
|
0.31
|
|
|
0.26
|
|
|
0.95
|
|
|
1.20
|
|
|
Net realized loss
|
-0.01
|
)
|
|
-0.03
|
)
|
|
-0.01
|
)
|
|
-0.06
|
)
|
|
Net unrealized depreciation
|
-0.05
|
)
|
|
-0.04
|
)
|
|
-0.08
|
)
|
|
-0.42
|
)
|
|
Net increase in net assets as a result of public offerings
|
0.03
|
|
|
0.04
|
|
|
0.09
|
|
|
0.11
|
|
|
Dividends declared and paid
|
-0.33
|
)
|
|
-0.33
|
)
|
|
-0.99
|
)
|
|
-0.95
|
)
|
|
Net asset value at end of period
|
$
|
10.68
|
|
|
$
|
10.71
|
|
|
$
|
10.68
|
|
|
$
|
10.71
|
|
ABOUT PROSPECT CAPITAL CORPORATION
Prospect Capital Corporation (www.prospectstreet.com) is a business development company that focuses on lending to and investing in private businesses. Our investment objective is to generate both current income and long-term capital appreciation through debt and equity investments.
We have elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”). We are required to comply with a series of regulatory requirements under the 1940 Act as well as applicable NASDAQ, federal and state rules and regulations. As a BDC, we have elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986. Failure to comply with any of the laws and regulations that apply to us could have an adverse effect on us and our shareholders.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, whose safe harbor for forward-looking statements does not apply to business development companies. Any such statements, other than statements of historical fact, are highly likely to be affected by other unknowable future events and conditions, including elements of the future that are or are not under our control, and that we may or may not have considered; accordingly, such statements cannot be guarantees or assurances of any aspect of future performance. Actual developments and results are highly likely to vary materially from any forward-looking statements. Such statements speak only as of the time when made, and we undertake no obligation to update any such statement now or in the future.
Source: Prospect Capital Corporation