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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended June 30, 2014
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Maryland
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43-2048643
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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10 East 40th Street, 42nd Floor
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New York, New York
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10016
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code: (212) 448-0702
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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NASDAQ Global Select Market
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6.95% Senior Notes due 2022
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New York Stock Exchange
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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Page
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Assessment of success in adhering to the portfolio company's business plan and compliance with covenants;
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Regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor to discuss financial position, requirements and accomplishments;
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Comparisons to other portfolio companies in the industry, if any;
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Attendance at and participation in board meetings of the portfolio company; and
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Review of monthly and quarterly financial statements and financial projections for the portfolio company.
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1.
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Each portfolio company or investment is reviewed by our investment professionals with independent valuation firms engaged by our Board of Directors;
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2.
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The independent valuation firms conduct independent valuations and make their own independent assessments;
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3.
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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
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4.
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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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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 with a 7.00% annualized hurdle rate); and
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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).
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Investment income (including interest, dividends, fees, etc.) = 1.25%
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Hurdle rate(1) = 1.75%
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Base management fee(2) = 0.50%
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Other expenses (legal, accounting, custodian, transfer agent, etc.)(3) = 0.20%
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Pre-incentive fee net investment income (investment income – (base management fee + other expenses)) = 0.55%
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Investment income (including interest, dividends, fees, etc.) = 2.70%
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Hurdle rate(1) = 1.75%
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Base management fee(2) = 0.50%
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Other expenses (legal, accounting, custodian, transfer agent, etc.)(3) = 0.20%
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Pre-incentive fee net investment income (investment income – (base management fee + other expenses)) = 2.00%
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Investment income (including interest, dividends, fees, etc.) = 3.00%
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Hurdle rate(1) = 1.75%
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Base management fee(2) = 0.50%
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Other expenses (legal, accounting, custodian, transfer agent, etc.)(3) = 0.20%
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Pre-incentive fee net investment income (investment income – (base management fee + other expenses)) = 2.30%
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(1)
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Represents 7% annualized hurdle rate.
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(2)
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Represents 2% annualized base management fee.
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(3)
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Excludes organizational and offering expenses.
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Year 1: $20 million investment made
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Year 2: Fair market value ("FMV") of investment determined to be $22 million
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Year 3: FMV of investment determined to be $17 million
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Year 4: Investment sold for $21 million
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Year 1: No impact
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Year 2: No impact
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Year 3: Decrease base amount on which the second part of the incentive fee is calculated by $3 million (unrealized capital depreciation)
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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)
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Year 1: $20 million investment made
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Year 2: FMV of investment determined to be $17 million
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Year 3: FMV of investment determined to be $17 million
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Year 4: FMV of investment determined to be $21 million
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Year 5: FMV of investment determined to be $18 million
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Year 6: Investment sold for $15 million
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Year 1: No impact
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Year 2: Decrease base amount on which the second part of the incentive fee is calculated by $3 million (unrealized capital depreciation)
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Year 3: No impact
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Year 4: Increase base amount on which the second part of the incentive fee is calculated by $3 million (
reversal
in unrealized capital depreciation)
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Year 5: Decrease base amount on which the second part of the incentive fee is calculated by $2 million (unrealized capital depreciation)
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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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Year 1: $20 million investment made in company A ("Investment A") and $20 million investment made in company B ("Investment B")
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Year 2: FMV of Investment A is determined to be $21 million and Investment B is sold for $18 million
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Year 3: Investment A is sold for $23 million
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Year 1: No impact
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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)
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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)
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Year 1: $20 million investment made in company A ("Investment A") and $20 million investment made in company B ("Investment B")
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Year 2: FMV of Investment A is determined to be $21 million and FMV of Investment B is determined to be $17 million
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Year 3: FMV of Investment A is determined to be $18 million and FMV of Investment B is determined to be $18 million
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Year 4: FMV of Investment A is determined to be $19 million and FMV of Investment B is determined to be $21 million
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Year 5: Investment A is sold for $17 million and Investment B is sold for $23 million
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Year 1: No impact
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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)
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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)
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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)
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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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A citizen or individual resident of the United States;
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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;
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An estate, the income of which is subject to U.S. federal income taxation regardless of its source; or
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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.
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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;
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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
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Diversify our holdings so that at the end of each quarter of the taxable year:
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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
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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").
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1.
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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:
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a.
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is organized under the laws of, and has its principal place of business in, the United States;
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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
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c.
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satisfies any of the following:
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does not have any class of securities with respect to which a broker or dealer may extend margin credit;
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ii.
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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;
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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;
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does not have any class of securities listed on a national securities exchange; or
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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.
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2.
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Securities in companies that were eligible portfolio companies when we made our initial investment if certain other requirements are satisfied.
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Securities of any eligible portfolio company which we control.
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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.
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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.
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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.
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7.
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Cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment.
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copies of its proxy voting policies and procedures;
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copies of all proxy statements;
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records of all votes cast by Prospect Capital Management;
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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
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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.
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our future operating results;
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our business prospects and the prospects of our portfolio companies;
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the impact of investments that we expect to make;
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our contractual arrangements and relationships with third parties;
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the dependence of our future success on the general economy and its impact on the industries in which we invest;
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the ability of our portfolio companies to achieve their objectives;
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difficulty in obtaining financing or raising capital, especially in the current credit and equity environment;
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the level and volatility of prevailing interest rates and credit spreads, magnified by the current turmoil in the credit markets;
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adverse developments in the availability of desirable loan and investment opportunities whether they are due to competition, regulation or otherwise;
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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;
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the adequacy of our cash resources and working capital;
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the timing of cash flows, if any, from the operations of our portfolio companies;
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the ability of the Investment Adviser to locate suitable investments for us and to monitor and administer our investments;
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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
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the risk factors set forth below.
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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.
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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.
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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.
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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.
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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.
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They may have difficulty accessing the capital markets to meet future capital needs.
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Changes in laws and regulations, as well as their interpretations, may adversely affect their business, financial structure or prospects.
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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.
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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.
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To the extent that the portfolio company requires additional capital and is unable to obtain it, we may not recover our investment.
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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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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.
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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.
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Preferred securities may be substantially less liquid than many other securities, such as common stock or U.S. government securities.
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Generally, preferred security holders have no voting rights with respect to the issuing company, subject to limited exceptions.
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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.
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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.
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Bankruptcy laws may limit our ability to realize value from the collateral and may delay the realization process.
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Our rights in the collateral may be adversely affected by the failure to perfect security interests in the collateral.
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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.
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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.
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national economic conditions;
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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);
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local real estate conditions (such as over-supply of or insufficient demand for office space);
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changing demographics;
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perceptions by prospective tenants of the convenience, services, safety, and attractiveness of a property;
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the ability of property managers to provide capable management and adequate maintenance;
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the quality of a property's construction and design;
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increases in costs of maintenance, insurance, and operations (including energy costs and real estate taxes);
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changes in applicable laws or regulations (including tax laws, zoning laws, or building codes);
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potential environmental and other legal liabilities;
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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;
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the availability and cost of refinancing;
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the ability to find suitable tenants for a property and to replace any departing tenants with new tenants;
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potential instability, default or bankruptcy of tenants in the properties owned by our REITs;
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potential limited number of prospective buyers interested in purchasing a property that one of our REITs wishes to sell; and
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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.
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A likelihood of greater volatility in the net asset value and market price of our common stock;
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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;
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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;
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Increased operating expenses due to the cost of leverage, including issuance and servicing costs;
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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;
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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;
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Making it more difficult for us to meet our payment and other obligations under the Senior Notes and our other outstanding debt;
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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;
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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;
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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
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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.
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Assumed Return on Our Portfolio (net of expenses)
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(10
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)%
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(5
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)%
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0
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%
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5
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%
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10
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%
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Corresponding Return to Stockholder
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(21.7
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)%
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(12.9
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)%
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(4.1
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)%
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4.7
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%
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13.5
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%
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Restrictions on the level of indebtedness that we are permitted to incur in relation to the value of our assets;
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Restrictions on our ability to incur liens; and
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Maintenance of a minimum level of stockholders' equity.
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the time remaining to the maturity of these debt securities;
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the outstanding principal amount of debt securities with terms identical to these debt securities;
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the ratings assigned by national statistical ratings agencies;
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the general economic environment;
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the supply of debt securities trading in the secondary market, if any;
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the redemption or repayment features, if any, of these debt securities;
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the level, direction and volatility of market interest rates generally; and
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market rates of interest higher or lower than rates borne by the debt securities.
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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;
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price and volume fluctuations in the overall stock market from time to time;
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changes in regulatory policies or tax guidelines, particularly with respect to RICs or business development companies;
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loss of RIC qualification;
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changes in earnings or variations in operating results;
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changes in the value of our portfolio of investments;
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any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities analysts;
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departure of one or more of Prospect Capital Management's key personnel;
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operating performance of companies comparable to us;
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short-selling pressure with respect to shares of our common stock or BDCs generally;
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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;
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uncertainty surrounding the strength of the U.S. economic recovery;
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concerns regarding European sovereign debt;
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changes in prevailing interest rates;
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litigation matters;
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general economic trends and other external factors; and
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loss of a major funding source.
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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.
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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.
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Year Ended
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Net Asset Value Per Share(1)
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Sales Price
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Premium (Discount) of High Sales Price to Net Asset Value
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Premium (Discount) of Low Sales Price to Net Asset Value
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High
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Low
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June 30, 2013
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First quarter
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$
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10.88
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$
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12.21
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$
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10.83
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12.2
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%
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(0.5
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%)
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Second quarter
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10.81
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11.98
|
|
|
9.89
|
|
|
10.8
|
%
|
|
(8.5
|
%)
|
|||
Third quarter
|
|
10.71
|
|
|
11.49
|
|
|
10.91
|
|
|
7.3
|
%
|
|
1.9
|
%
|
|||
Fourth quarter
|
|
10.72
|
|
|
11.11
|
|
|
10.08
|
|
|
3.6
|
%
|
|
(6.0
|
%)
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
June 30, 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||
First quarter
|
|
$
|
10.72
|
|
|
$
|
11.61
|
|
|
$
|
10.76
|
|
|
8.3
|
%
|
|
0.4
|
%
|
Second quarter
|
|
10.73
|
|
|
11.48
|
|
|
10.80
|
|
|
7.0
|
%
|
|
0.7
|
%
|
|||
Third quarter
|
|
10.68
|
|
|
11.39
|
|
|
10.73
|
|
|
6.6
|
%
|
|
0.5
|
%
|
|||
Fourth quarter
|
|
10.56
|
|
|
10.99
|
|
|
9.64
|
|
|
4.1
|
%
|
|
(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.
|
|
Year Ended June 30,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Summary of Operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Total investment income
|
$
|
712,291
|
|
|
$
|
576,336
|
|
|
$
|
320,910
|
|
|
$
|
169,476
|
|
|
$
|
114,559
|
|
Total operating expenses
|
355,068
|
|
|
251,412
|
|
|
134,226
|
|
|
75,255
|
|
|
47,369
|
|
|||||
Net investment income
|
357,223
|
|
|
324,924
|
|
|
186,684
|
|
|
94,221
|
|
|
67,190
|
|
|||||
Net realized and unrealized (losses) gains
|
(38,203
|
)
|
|
(104,068
|
)
|
|
4,220
|
|
|
24,017
|
|
|
(47,565
|
)
|
|||||
Net increase in net assets resulting from operations
|
319,020
|
|
|
220,856
|
|
|
190,904
|
|
|
118,238
|
|
|
19,625
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Per Share Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Net investment income(1)
|
$
|
1.19
|
|
|
$
|
1.57
|
|
|
$
|
1.63
|
|
|
$
|
1.10
|
|
|
$
|
1.13
|
|
Net increase in net assets resulting from operations(1)
|
1.06
|
|
|
1.07
|
|
|
1.67
|
|
|
1.38
|
|
|
0.33
|
|
|||||
Dividends to shareholders
|
(1.32
|
)
|
|
(1.28
|
)
|
|
(1.22
|
)
|
|
(1.21
|
)
|
|
(1.33
|
)
|
|||||
Net asset value at end of year
|
10.56
|
|
|
10.72
|
|
|
10.83
|
|
|
10.36
|
|
|
10.30
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
6,477,269
|
|
|
$
|
4,448,217
|
|
|
$
|
2,255,254
|
|
|
$
|
1,549,317
|
|
|
$
|
832,695
|
|
Total debt outstanding
|
2,773,051
|
|
|
1,683,002
|
|
|
664,138
|
|
|
406,700
|
|
|
100,300
|
|
|||||
Net assets
|
3,618,182
|
|
|
2,656,494
|
|
|
1,511,974
|
|
|
1,114,357
|
|
|
711,424
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment purchases for the year(2)
|
$
|
2,952,456
|
|
|
$
|
3,103,217
|
|
|
$
|
1,120,659
|
|
|
$
|
953,337
|
|
|
$
|
364,788
|
|
Investment sales and repayments for the year
|
$
|
787,069
|
|
|
$
|
931,534
|
|
|
$
|
500,952
|
|
|
$
|
285,562
|
|
|
$
|
136,221
|
|
Number of portfolio companies at year end
|
143
|
|
|
124
|
|
|
85
|
|
|
72
|
|
|
58
|
|
|||||
Total return based on market value(3)
|
10.9
|
%
|
|
6.2
|
%
|
|
27.2
|
%
|
|
17.2
|
%
|
|
17.7
|
%
|
|||||
Total return based on net asset value(3)
|
11.0
|
%
|
|
10.9
|
%
|
|
18.0
|
%
|
|
12.5
|
%
|
|
(6.8
|
%)
|
|||||
Weighted average yield on debt portfolio at year end(4)
|
12.1
|
%
|
|
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.
|
•
|
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.
|
•
|
$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.
|
Tenor at
Origination
(in years)
|
|
Principal
Amount
|
|
Interest
Rate Range
|
|
Weighted
Average
Interest Rate
|
|
Maturity Date Range
|
|||
4
|
|
$
|
8,759
|
|
|
3.75%
|
|
3.75
|
%
|
|
April 15, 2018 – May 15, 2018
|
5
|
|
21,950
|
|
|
4.25%–4.75%
|
|
4.48
|
%
|
|
April 15, 2019 – May 15, 2019
|
|
7
|
|
15,182
|
|
|
5.25%
|
|
5.25
|
%
|
|
April 15, 2021 – May 15, 2021
|
|
10
|
|
10,159
|
|
|
5.75%
|
|
5.75
|
%
|
|
April 15, 2024 – May 15, 2024
|
|
25
|
|
10,504
|
|
|
6.25%
|
|
6.25
|
%
|
|
April 15, 2039 – May 15, 2039
|
|
|
|
$
|
66,554
|
|
|
|
|
|
|
|
|
June 30, 2014
|
|
June 30, 2013
|
||||||||||||||||||
Level of Control
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
||||||||||||
Control Investments
|
$
|
1,719,242
|
|
27.0
|
%
|
$
|
1,640,454
|
|
26.2
|
%
|
|
$
|
830,151
|
|
19.5
|
%
|
$
|
811,634
|
|
19.5
|
%
|
Affiliate Investments
|
31,829
|
|
0.5
|
%
|
32,121
|
|
0.5
|
%
|
|
49,189
|
|
1.2
|
%
|
42,443
|
|
1.0
|
%
|
||||
Non-Control/Non-Affiliate Investments
|
4,620,451
|
|
72.5
|
%
|
4,581,164
|
|
73.3
|
%
|
|
3,376,438
|
|
79.3
|
%
|
3,318,775
|
|
79.5
|
%
|
||||
Total Investments
|
$
|
6,371,522
|
|
100.0
|
%
|
$
|
6,253,739
|
|
100.0
|
%
|
|
$
|
4,255,778
|
|
100.0
|
%
|
$
|
4,172,852
|
|
100.0
|
%
|
|
June 30, 2014
|
|
June 30, 2013
|
||||||||||||||||||
Type of Investment
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
||||||||||||
Revolving Line of Credit
|
$
|
3,445
|
|
0.1
|
%
|
$
|
2,786
|
|
—
|
%
|
|
$
|
9,238
|
|
0.2
|
%
|
$
|
8,729
|
|
0.2
|
%
|
Senior Secured Debt
|
3,578,339
|
|
56.2
|
%
|
3,514,198
|
|
56.2
|
%
|
|
2,262,327
|
|
53.1
|
%
|
2,207,091
|
|
52.8
|
%
|
||||
Subordinated Secured Debt
|
1,272,275
|
|
20.0
|
%
|
1,200,221
|
|
19.2
|
%
|
|
1,062,386
|
|
25.0
|
%
|
1,024,901
|
|
24.6
|
%
|
||||
Subordinated Unsecured Debt
|
85,531
|
|
1.3
|
%
|
85,531
|
|
1.4
|
%
|
|
88,470
|
|
2.1
|
%
|
88,827
|
|
2.1
|
%
|
||||
Small Business Whole Loans
|
4,637
|
|
0.1
|
%
|
4,252
|
|
0.1
|
%
|
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
||||
CLO Debt
|
28,118
|
|
0.4
|
%
|
33,199
|
|
0.5
|
%
|
|
27,667
|
|
0.7
|
%
|
28,589
|
|
0.7
|
%
|
||||
CLO Residual Interest
|
1,044,656
|
|
16.4
|
%
|
1,093,985
|
|
17.5
|
%
|
|
660,619
|
|
15.5
|
%
|
658,086
|
|
15.8
|
%
|
||||
Preferred Stock
|
80,096
|
|
1.3
|
%
|
10,696
|
|
0.2
|
%
|
|
25,016
|
|
0.6
|
%
|
14,742
|
|
0.4
|
%
|
||||
Common Stock
|
84,768
|
|
1.3
|
%
|
80,153
|
|
1.3
|
%
|
|
34,629
|
|
0.8
|
%
|
47,083
|
|
1.1
|
%
|
||||
Membership Interest
|
187,384
|
|
2.9
|
%
|
217,763
|
|
3.5
|
%
|
|
83,265
|
|
1.9
|
%
|
61,903
|
|
1.5
|
%
|
||||
Net Profits Interest
|
—
|
|
—
|
%
|
213
|
|
—
|
%
|
|
—
|
|
—
|
%
|
520
|
|
—
|
%
|
||||
Net Revenue Interest
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
|
—
|
|
—
|
%
|
20,439
|
|
0.5
|
%
|
||||
Escrow Receivable
|
—
|
|
—
|
%
|
1,589
|
|
—
|
%
|
|
—
|
|
—
|
%
|
4,662
|
|
0.1
|
%
|
||||
Warrants
|
2,273
|
|
—
|
%
|
9,153
|
|
0.1
|
%
|
|
2,161
|
|
0.1
|
%
|
7,280
|
|
0.2
|
%
|
||||
Total Investments
|
$
|
6,371,522
|
|
100.0
|
%
|
$
|
6,253,739
|
|
100.0
|
%
|
|
$
|
4,255,778
|
|
100.0
|
%
|
$
|
4,172,852
|
|
100.0
|
%
|
|
June 30, 2014
|
|
June 30, 2013
|
||||||||||||||||||
Type of Investment
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
||||||||||||
First Lien
|
$
|
3,581,784
|
|
59.5
|
%
|
$
|
3,516,984
|
|
59.3
|
%
|
|
$
|
2,271,565
|
|
55.3
|
%
|
$
|
2,215,820
|
|
55.2
|
%
|
Second Lien
|
1,272,275
|
|
21.1
|
%
|
1,200,221
|
|
20.2
|
%
|
|
1,062,386
|
|
25.8
|
%
|
1,024,901
|
|
25.5
|
%
|
||||
Unsecured
|
85,531
|
|
1.4
|
%
|
85,531
|
|
1.4
|
%
|
|
88,470
|
|
2.2
|
%
|
88,827
|
|
2.2
|
%
|
||||
Small Business Whole Loans
|
4,637
|
|
0.1
|
%
|
4,252
|
|
0.1
|
%
|
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
||||
CLO Debt
|
28,118
|
|
0.5
|
%
|
33,199
|
|
0.6
|
%
|
|
27,667
|
|
0.7
|
%
|
28,589
|
|
0.7
|
%
|
||||
CLO Residual Interest
|
1,044,656
|
|
17.4
|
%
|
1,093,985
|
|
18.4
|
%
|
|
660,619
|
|
16.0
|
%
|
658,086
|
|
16.4
|
%
|
||||
Total Debt Investments
|
$
|
6,017,001
|
|
100.0
|
%
|
$
|
5,934,172
|
|
100.0
|
%
|
|
$
|
4,110,707
|
|
100.0
|
%
|
$
|
4,016,223
|
|
100.0
|
%
|
|
June 30, 2014
|
|
June 30, 2013
|
||||||||||||||||||
Geographic Location
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
||||||||||||
Canada
|
$
|
15,000
|
|
0.2
|
%
|
$
|
15,000
|
|
0.2
|
%
|
|
$
|
165,000
|
|
3.9
|
%
|
$
|
165,000
|
|
4.0
|
%
|
Cayman Islands
|
1,072,774
|
|
16.8
|
%
|
1,127,184
|
|
18.0
|
%
|
|
688,286
|
|
16.2
|
%
|
686,675
|
|
16.5
|
%
|
||||
France
|
10,170
|
|
0.2
|
%
|
10,339
|
|
0.2
|
%
|
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
||||
Ireland
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
|
14,927
|
|
0.4
|
%
|
15,000
|
|
0.4
|
%
|
||||
Midwest US
|
787,482
|
|
12.4
|
%
|
753,543
|
|
12.0
|
%
|
|
565,239
|
|
13.3
|
%
|
531,934
|
|
12.7
|
%
|
||||
Northeast US
|
1,224,403
|
|
19.2
|
%
|
1,181,533
|
|
18.9
|
%
|
|
522,759
|
|
12.2
|
%
|
536,300
|
|
12.8
|
%
|
||||
Puerto Rico
|
41,307
|
|
0.7
|
%
|
36,452
|
|
0.6
|
%
|
|
41,352
|
|
1.0
|
%
|
41,352
|
|
1.0
|
%
|
||||
Southeast US
|
1,491,554
|
|
23.4
|
%
|
1,461,516
|
|
23.4
|
%
|
|
1,124,119
|
|
26.4
|
%
|
1,098,996
|
|
26.3
|
%
|
||||
Southwest US
|
759,630
|
|
11.9
|
%
|
737,271
|
|
11.8
|
%
|
|
459,944
|
|
10.8
|
%
|
445,411
|
|
10.7
|
%
|
||||
Western US
|
969,202
|
|
15.2
|
%
|
930,901
|
|
14.9
|
%
|
|
674,152
|
|
15.8
|
%
|
652,184
|
|
15.6
|
%
|
||||
Total Investments
|
$
|
6,371,522
|
|
100.0
|
%
|
$
|
6,253,739
|
|
100.0
|
%
|
|
$
|
4,255,778
|
|
100.0
|
%
|
$
|
4,172,852
|
|
100.0
|
%
|
|
June 30, 2014
|
|
June 30, 2013
|
||||||||||||||||||
Industry
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
||||||||||||
Aerospace & Defense
|
$
|
102,803
|
|
1.6
|
%
|
$
|
102,967
|
|
1.6
|
%
|
|
$
|
56
|
|
—
|
%
|
$
|
—
|
|
—
|
%
|
Auto Finance
|
11,139
|
|
0.2
|
%
|
11,139
|
|
0.2
|
%
|
|
10,914
|
|
0.3
|
%
|
10,417
|
|
0.2
|
%
|
||||
Automobile
|
22,296
|
|
0.4
|
%
|
22,452
|
|
0.4
|
%
|
|
12,300
|
|
0.3
|
%
|
12,500
|
|
0.3
|
%
|
||||
Biotechnology
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
|
—
|
|
—
|
%
|
14
|
|
—
|
%
|
||||
Business Services
|
598,940
|
|
9.4
|
%
|
611,286
|
|
9.8
|
%
|
|
180,793
|
|
4.2
|
%
|
179,544
|
|
4.3
|
%
|
||||
Chemicals
|
19,648
|
|
0.3
|
%
|
19,713
|
|
0.3
|
%
|
|
28,364
|
|
0.7
|
%
|
28,648
|
|
0.7
|
%
|
||||
Commercial Services
|
301,610
|
|
4.7
|
%
|
301,610
|
|
4.8
|
%
|
|
247,073
|
|
5.8
|
%
|
247,073
|
|
5.9
|
%
|
||||
Construction & Engineering
|
56,860
|
|
0.9
|
%
|
33,556
|
|
0.5
|
%
|
|
53,615
|
|
1.3
|
%
|
53,615
|
|
1.3
|
%
|
||||
Consumer Finance
|
425,497
|
|
6.7
|
%
|
434,348
|
|
6.9
|
%
|
|
413,332
|
|
9.7
|
%
|
406,964
|
|
9.8
|
%
|
||||
Consumer Services
|
502,862
|
|
7.9
|
%
|
504,647
|
|
8.1
|
%
|
|
311,982
|
|
7.3
|
%
|
314,033
|
|
7.5
|
%
|
||||
Contracting
|
3,831
|
|
0.1
|
%
|
—
|
|
—
|
%
|
|
3,831
|
|
0.1
|
%
|
—
|
|
—
|
%
|
||||
Diversified / Conglomerate Service
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
|
—
|
|
—
|
%
|
143
|
|
—
|
%
|
||||
Diversified Financial Services(1)
|
42,574
|
|
0.7
|
%
|
42,189
|
|
0.7
|
%
|
|
57,419
|
|
1.3
|
%
|
55,759
|
|
1.3
|
%
|
||||
Durable Consumer Products
|
377,205
|
|
5.9
|
%
|
375,329
|
|
6.0
|
%
|
|
359,403
|
|
8.5
|
%
|
349,654
|
|
8.4
|
%
|
||||
Ecological
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
|
141
|
|
—
|
%
|
335
|
|
—
|
%
|
||||
Electronics
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
|
—
|
|
—
|
%
|
149
|
|
—
|
%
|
||||
Energy
|
77,379
|
|
1.2
|
%
|
67,637
|
|
1.1
|
%
|
|
63,895
|
|
1.5
|
%
|
56,321
|
|
1.3
|
%
|
||||
Food Products
|
173,375
|
|
2.7
|
%
|
174,603
|
|
2.8
|
%
|
|
177,423
|
|
4.2
|
%
|
177,428
|
|
4.3
|
%
|
||||
Healthcare
|
329,408
|
|
5.2
|
%
|
326,142
|
|
5.2
|
%
|
|
273,438
|
|
6.4
|
%
|
273,838
|
|
6.6
|
%
|
||||
Hotels, Restaurants & Leisure
|
132,193
|
|
2.1
|
%
|
132,401
|
|
2.1
|
%
|
|
35,125
|
|
0.8
|
%
|
35,361
|
|
0.8
|
%
|
||||
Machinery
|
396
|
|
—
|
%
|
621
|
|
—
|
%
|
|
396
|
|
—
|
%
|
790
|
|
—
|
%
|
||||
Manufacturing
|
204,394
|
|
3.2
|
%
|
171,577
|
|
2.7
|
%
|
|
163,431
|
|
3.8
|
%
|
167,584
|
|
4.0
|
%
|
||||
Media
|
362,738
|
|
5.7
|
%
|
344,278
|
|
5.5
|
%
|
|
171,290
|
|
4.0
|
%
|
161,325
|
|
3.9
|
%
|
||||
Metal Services & Minerals
|
48,402
|
|
0.8
|
%
|
51,977
|
|
0.8
|
%
|
|
98,662
|
|
2.3
|
%
|
102,832
|
|
2.5
|
%
|
||||
Oil & Gas Production
|
283,490
|
|
4.4
|
%
|
248,494
|
|
4.0
|
%
|
|
75,126
|
|
1.8
|
%
|
24,420
|
|
0.6
|
%
|
||||
Personal & Nondurable Consumer Products
|
10,604
|
|
0.2
|
%
|
11,034
|
|
0.2
|
%
|
|
59,822
|
|
1.4
|
%
|
60,183
|
|
1.4
|
%
|
||||
Pharmaceuticals
|
78,069
|
|
1.2
|
%
|
73,690
|
|
1.2
|
%
|
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
||||
Property Management
|
57,500
|
|
0.9
|
%
|
45,284
|
|
0.7
|
%
|
|
51,170
|
|
1.2
|
%
|
54,648
|
|
1.3
|
%
|
||||
Real Estate
|
353,506
|
|
5.5
|
%
|
355,236
|
|
5.7
|
%
|
|
152,540
|
|
3.6
|
%
|
152,540
|
|
3.7
|
%
|
||||
Retail
|
14,231
|
|
0.2
|
%
|
14,625
|
|
0.2
|
%
|
|
14,190
|
|
0.3
|
%
|
14,569
|
|
0.3
|
%
|
||||
Software & Computer Services
|
240,469
|
|
3.8
|
%
|
241,260
|
|
3.9
|
%
|
|
307,734
|
|
7.2
|
%
|
309,308
|
|
7.4
|
%
|
||||
Telecommunication Services
|
79,630
|
|
1.2
|
%
|
79,654
|
|
1.3
|
%
|
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
||||
Textiles, Apparel & Luxury Goods
|
275,023
|
|
4.3
|
%
|
259,690
|
|
4.2
|
%
|
|
116,260
|
|
2.8
|
%
|
108,708
|
|
2.6
|
%
|
||||
Transportation
|
112,676
|
|
1.8
|
%
|
69,116
|
|
1.1
|
%
|
|
127,767
|
|
3.0
|
%
|
127,474
|
|
3.1
|
%
|
||||
Subtotal
|
$
|
5,298,748
|
|
83.2
|
%
|
$
|
5,126,555
|
|
82.0
|
%
|
|
$
|
3,567,492
|
|
83.8
|
%
|
$
|
3,486,177
|
|
83.5
|
%
|
CLO Investments(1)
|
1,072,774
|
|
16.8
|
%
|
1,127,184
|
|
18.0
|
%
|
|
688,286
|
|
16.2
|
%
|
686,675
|
|
16.5
|
%
|
||||
Total Investments
|
$
|
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.
|
Quarter Ended
|
|
Acquisitions(1)
|
|
Dispositions(2)
|
||||
September 30, 2011
|
|
$
|
222,575
|
|
|
$
|
46,055
|
|
December 31, 2011
|
|
154,697
|
|
|
120,206
|
|
||
March 31, 2012
|
|
170,073
|
|
|
188,399
|
|
||
June 30, 2012
|
|
573,314
|
|
|
146,292
|
|
||
|
|
|
|
|
||||
September 30, 2012
|
|
747,937
|
|
|
158,123
|
|
||
December 31, 2012
|
|
772,125
|
|
|
349,269
|
|
||
March 31, 2013
|
|
784,395
|
|
|
102,527
|
|
||
June 30, 2013
|
|
798,760
|
|
|
321,615
|
|
||
|
|
|
|
|
||||
September 30, 2013
|
|
556,843
|
|
|
164,167
|
|
||
December 31, 2013
|
|
608,153
|
|
|
255,238
|
|
||
March 31, 2014
|
|
1,343,356
|
|
|
198,047
|
|
||
June 30, 2014
|
|
444,104
|
|
|
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.
|
No.
|
|
Property Name
|
|
City
|
|
Acquisition
Date |
|
Purchase
Price |
|
Mortgage
Outstanding |
||||
1
|
|
Abbington Pointe
|
|
Marietta, GA
|
|
12/28/2012
|
|
$
|
23,500
|
|
|
$
|
15,275
|
|
2
|
|
Amberly Place
|
|
Tampa, FL
|
|
1/17/2013
|
|
63,400
|
|
|
39,600
|
|
||
3
|
|
Lofton Place
|
|
Tampa, FL
|
|
4/30/2013
|
|
26,000
|
|
|
16,965
|
|
||
4
|
|
Vista at Palma Sola
|
|
Bradenton, FL
|
|
4/30/2013
|
|
27,000
|
|
|
17,550
|
|
||
5
|
|
Arlington Park
|
|
Marietta, GA
|
|
5/8/2013
|
|
14,850
|
|
|
9,650
|
|
||
6
|
|
The Resort
|
|
Pembroke Pines, FL
|
|
6/24/2013
|
|
225,000
|
|
|
157,500
|
|
||
7
|
|
Cordova Regency
|
|
Pensacola, FL
|
|
11/15/2013
|
|
13,750
|
|
|
9,026
|
|
||
8
|
|
Crestview at Oakleigh
|
|
Pensacola, FL
|
|
11/15/2013
|
|
17,500
|
|
|
11,488
|
|
||
9
|
|
Inverness Lakes
|
|
Mobile, AL
|
|
11/15/2013
|
|
29,600
|
|
|
19,400
|
|
||
10
|
|
Kings Mill Apartments
|
|
Pensacola, FL
|
|
11/15/2013
|
|
20,750
|
|
|
13,622
|
|
||
11
|
|
Plantations at Pine Lake
|
|
Tallahassee, FL
|
|
11/15/2013
|
|
18,000
|
|
|
11,817
|
|
||
12
|
|
Verandas at Rocky Ridge
|
|
Birmingham, AL
|
|
11/15/2013
|
|
15,600
|
|
|
10,205
|
|
||
13
|
|
Crestview at Cordova
|
|
Pensacola, FL
|
|
1/17/2014
|
|
8,500
|
|
|
5,072
|
|
||
14
|
|
Plantations at Hillcrest
|
|
Mobile, AL
|
|
1/17/2014
|
|
6,930
|
|
|
5,094
|
|
||
15
|
|
Taco Bell, OK
|
|
Yukon, OK
|
|
6/4/2014
|
|
1,719
|
|
|
—
|
|
||
|
|
|
|
|
|
|
|
$
|
512,099
|
|
|
$
|
342,264
|
|
No.
|
|
Property Name
|
|
City
|
|
Acquisition
Date |
|
Purchase
Price |
|
Mortgage
Outstanding |
||||
1
|
|
146 Forest Parkway
|
|
Forest Park, GA
|
|
10/24/2012
|
|
$
|
7,400
|
|
|
$
|
—
|
|
2
|
|
Bexley
|
|
Marietta, GA
|
|
11/1/2013
|
|
30,600
|
|
|
22,497
|
|
||
3
|
|
St. Marin
|
|
Coppell, TX
|
|
11/19/2013
|
|
73,078
|
|
|
53,863
|
|
||
4
|
|
Mission Gate
|
|
Plano, TX
|
|
11/19/2013
|
|
47,621
|
|
|
36,148
|
|
||
5
|
|
Vinings Corner
|
|
Smyrna, GA
|
|
11/19/2013
|
|
35,691
|
|
|
26,640
|
|
||
6
|
|
Central Park
|
|
Altamonte Springs, FL
|
|
11/19/2013
|
|
36,590
|
|
|
27,471
|
|
||
7
|
|
City West
|
|
Orlando, FL
|
|
11/19/2013
|
|
23,562
|
|
|
18,533
|
|
||
8
|
|
Matthews Reserve
|
|
Matthews, NC
|
|
11/19/2013
|
|
22,063
|
|
|
17,571
|
|
||
9
|
|
Indigo
|
|
Jacksonville, FL
|
|
12/31/2013
|
|
38,000
|
|
|
28,500
|
|
||
10
|
|
Island Club
|
|
Atlantic Beach, FL
|
|
1/31/2014
|
|
13,025
|
|
|
9,118
|
|
||
|
|
|
|
|
|
|
|
$
|
327,630
|
|
|
$
|
240,341
|
|
No.
|
|
Property Name
|
|
City
|
|
Acquisition
Date |
|
Purchase
Price |
|
Mortgage
Outstanding |
||||
1
|
|
Eastwood Village
|
|
Stockbridge, GA
|
|
12/12/2013
|
|
$
|
25,957
|
|
|
$
|
19,785
|
|
2
|
|
Monterey Village
|
|
Jonesboro, GA
|
|
12/12/2013
|
|
11,501
|
|
|
9,193
|
|
||
3
|
|
Hidden Creek
|
|
Morrow, GA
|
|
12/12/2013
|
|
5,098
|
|
|
3,619
|
|
||
4
|
|
Meadow Springs
|
|
College Park, GA
|
|
12/12/2013
|
|
13,116
|
|
|
10,180
|
|
||
5
|
|
Meadow View
|
|
College Park, GA
|
|
12/12/2013
|
|
14,354
|
|
|
11,141
|
|
||
6
|
|
Peachtree Landing
|
|
Fairburn, GA
|
|
12/12/2013
|
|
17,224
|
|
|
13,575
|
|
||
7
|
|
Taco Bell, MO
|
|
Marshall, MO
|
|
6/4/2014
|
|
1,405
|
|
|
—
|
|
||
|
|
|
|
|
|
|
|
$
|
88,655
|
|
|
$
|
67,493
|
|
|
June 30, 2014
|
|
June 30, 2013
|
||||||||||||
|
Maximum Draw Amount
|
|
Amount Outstanding
|
|
Maximum Draw Amount
|
|
Amount Outstanding
|
||||||||
Revolving Credit Facility
|
$
|
857,500
|
|
|
$
|
92,000
|
|
|
$
|
552,500
|
|
|
$
|
124,000
|
|
Senior Convertible Notes
|
1,247,500
|
|
|
1,247,500
|
|
|
847,500
|
|
|
847,500
|
|
||||
Senior Unsecured Notes
|
647,881
|
|
|
647,881
|
|
|
347,725
|
|
|
347,725
|
|
||||
Prospect Capital InterNotes®
|
785,670
|
|
|
785,670
|
|
|
363,777
|
|
|
363,777
|
|
||||
Total
|
$
|
3,538,551
|
|
|
$
|
2,773,051
|
|
|
$
|
2,111,502
|
|
|
$
|
1,683,002
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than 1 Year
|
|
1 – 3 Years
|
|
3 – 5 Years
|
|
After 5 Years
|
||||||||||
Revolving Credit Facility
|
$
|
92,000
|
|
|
$
|
—
|
|
|
$
|
92,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Senior Convertible Notes
|
1,247,500
|
|
|
—
|
|
|
317,500
|
|
|
530,000
|
|
|
400,000
|
|
|||||
Senior Unsecured Notes
|
647,881
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
647,881
|
|
|||||
Prospect Capital InterNotes®
|
785,670
|
|
|
—
|
|
|
8,859
|
|
|
261,456
|
|
|
515,355
|
|
|||||
Total Contractual Obligations
|
$
|
2,773,051
|
|
|
$
|
—
|
|
|
$
|
418,359
|
|
|
$
|
791,456
|
|
|
$
|
1,563,236
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than 1 Year
|
|
1 – 3 Years
|
|
3 – 5 Years
|
|
After 5 Years
|
||||||||||
Revolving Credit Facility
|
$
|
124,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
124,000
|
|
|
$
|
—
|
|
Senior Convertible Notes
|
847,500
|
|
|
—
|
|
|
150,000
|
|
|
297,500
|
|
|
400,000
|
|
|||||
Senior Unsecured Notes
|
347,725
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
347,725
|
|
|||||
Prospect Capital InterNotes®
|
363,777
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
363,777
|
|
|||||
Total Contractual Obligations
|
$
|
1,683,002
|
|
|
$
|
—
|
|
|
$
|
150,000
|
|
|
$
|
421,500
|
|
|
$
|
1,111,502
|
|
|
2015 Notes
|
|
|
2016 Notes
|
|
|
2017 Notes
|
|
|
2018 Notes
|
|
|
2019 Notes
|
|
|
2020 Notes
|
|
||||||
Initial conversion rate(1)
|
88.0902
|
|
|
78.3699
|
|
|
85.8442
|
|
|
82.3451
|
|
|
79.7766
|
|
|
80.6647
|
|
||||||
Initial conversion price
|
$
|
11.35
|
|
|
$
|
12.76
|
|
|
$
|
11.65
|
|
|
$
|
12.14
|
|
|
$
|
12.54
|
|
|
$
|
12.40
|
|
Conversion rate at June 30, 2014(1)(2)
|
89.0157
|
|
|
79.3176
|
|
|
86.9426
|
|
|
82.8631
|
|
|
79.7865
|
|
|
80.6647
|
|
||||||
Conversion price at June 30, 2014(2)(3)
|
$
|
11.23
|
|
|
$
|
12.61
|
|
|
$
|
11.50
|
|
|
$
|
12.07
|
|
|
$
|
12.53
|
|
|
$
|
12.40
|
|
Last conversion price calculation date
|
12/21/2013
|
|
|
2/18/2014
|
|
|
4/16/2014
|
|
|
8/14/2013
|
|
|
12/21/2013
|
|
|
4/11/2014
|
|
||||||
Dividend threshold amount (per share)(4)
|
$
|
0.101125
|
|
|
$
|
0.101150
|
|
|
$
|
0.101500
|
|
|
$
|
0.101600
|
|
|
$
|
0.110025
|
|
|
$
|
0.110525
|
|
(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.
|
Tenor at
Origination
(in years)
|
|
Principal
Amount
|
|
Interest Rate
Range
|
|
Weighted
Average
Interest Rate
|
|
Maturity Date Range
|
|||
3
|
|
$
|
5,710
|
|
|
4.00%
|
|
4.00
|
%
|
|
October 15, 2016
|
3.5
|
|
3,149
|
|
|
4.00%
|
|
4.00
|
%
|
|
April 15, 2017
|
|
4
|
|
45,751
|
|
|
3.75%–4.00%
|
|
3.92
|
%
|
|
November 15, 2017 – May 15, 2018
|
|
5
|
|
217,915
|
|
|
4.25%–5.00%
|
|
4.91
|
%
|
|
July 15, 2018 – August 15, 2019
|
|
5.5
|
|
43,820
|
|
|
4.75%–5.00%
|
|
4.77
|
%
|
|
February 15, 2019 – August 15, 2019
|
|
6.5
|
|
1,800
|
|
|
5.50%
|
|
5.50
|
%
|
|
February 15, 2020
|
|
7
|
|
62,409
|
|
|
5.25%–5.75%
|
|
5.44
|
%
|
|
July 15, 2020 – May 15, 2021
|
|
7.5
|
|
1,996
|
|
|
5.75%
|
|
5.75
|
%
|
|
February 15, 2021
|
|
10
|
|
23,850
|
|
|
5.75%–6.50%
|
|
5.91
|
%
|
|
January 15, 2024 – May 15, 2024
|
|
12
|
|
2,978
|
|
|
6.00%
|
|
6.00
|
%
|
|
November 15, 2025 – December 15, 2025
|
|
15
|
|
2,495
|
|
|
6.00%
|
|
6.00
|
%
|
|
August 15, 2028 – November 15, 2028
|
|
18
|
|
4,062
|
|
|
6.00%–6.25%
|
|
6.21
|
%
|
|
July 15, 2031 – August 15, 2031
|
|
20
|
|
2,791
|
|
|
6.00%
|
|
6.00
|
%
|
|
September 15, 2033 – October 15, 2033
|
|
25
|
|
34,886
|
|
|
6.25%–6.50%
|
|
6.39
|
%
|
|
August 15, 2038 – May 15, 2039
|
|
30
|
|
20,150
|
|
|
6.50%–6.75%
|
|
6.60
|
%
|
|
July 15, 2043 – October 15, 2043
|
|
|
|
$
|
473,762
|
|
|
|
|
|
|
|
Tenor at
Origination
(in years)
|
|
Principal
Amount
|
|
Interest Rate
Range
|
|
Weighted
Average
Interest Rate
|
|
Maturity Date Range
|
|||
7
|
|
$
|
190,937
|
|
|
4.00%–6.45%
|
|
5.35
|
%
|
|
July 15, 2019 – June 15, 2020
|
10
|
|
1,489
|
|
|
3.28%–3.78%
|
|
3.37
|
%
|
|
March 15, 2023 – April 15, 2023
|
|
15
|
|
15,000
|
|
|
5.00%
|
|
5.00
|
%
|
|
May 15, 2028 – June 15, 2028
|
|
18
|
|
22,157
|
|
|
4.125%–6.00%
|
|
5.34
|
%
|
|
December 15, 2030 – June 15, 2031
|
|
20
|
|
3,106
|
|
|
5.625%–5.75%
|
|
5.70
|
%
|
|
November 15, 2032 – December 15, 2032
|
|
30
|
|
110,450
|
|
|
5.50%–6.625%
|
|
6.15
|
%
|
|
November 15, 2042 – June 15, 2043
|
|
|
|
$
|
343,139
|
|
|
|
|
|
|
|
Tenor at
Origination
(in years)
|
|
Principal
Amount
|
|
Interest Rate
Range
|
|
Weighted
Average
Interest Rate
|
|
Maturity Date Range
|
|||
3
|
|
$
|
5,710
|
|
|
4.00%
|
|
4.00
|
%
|
|
October 15, 2016
|
3.5
|
|
3,149
|
|
|
4.00%
|
|
4.00
|
%
|
|
April 15, 2017
|
|
4
|
|
45,751
|
|
|
3.75%–4.00%
|
|
3.92
|
%
|
|
November 15, 2017 – May 15, 2018
|
|
5
|
|
212,915
|
|
|
4.25%–5.00%
|
|
4.92
|
%
|
|
July 15, 2018 – August 15, 2019
|
|
5.5
|
|
3,820
|
|
|
5.00%
|
|
5.00
|
%
|
|
February 15, 2019
|
|
6.5
|
|
1,800
|
|
|
5.50%
|
|
5.50
|
%
|
|
February 15, 2020
|
|
7
|
|
256,903
|
|
|
4.00%–6.55%
|
|
5.39
|
%
|
|
June 15, 2019 – May 15, 2021
|
|
7.5
|
|
1,996
|
|
|
5.75%
|
|
5.75
|
%
|
|
February 15, 2021
|
|
10
|
|
41,952
|
|
|
3.23%–7.00%
|
|
6.18
|
%
|
|
March 15, 2022 – May 15, 2024
|
|
12
|
|
2,978
|
|
|
6.00%
|
|
6.00
|
%
|
|
November 15, 2025 – December 15, 2025
|
|
15
|
|
17,465
|
|
|
5.00%–6.00%
|
|
5.14
|
%
|
|
May 15, 2028 – November 15, 2028
|
|
18
|
|
25,435
|
|
|
4.125%–6.25%
|
|
5.49
|
%
|
|
December 15, 2030 – August 15, 2031
|
|
20
|
|
5,847
|
|
|
5.625%–6.00%
|
|
5.85
|
%
|
|
November 15, 2032 – October 15, 2033
|
|
25
|
|
34,886
|
|
|
6.25%–6.50%
|
|
6.39
|
%
|
|
August 15, 2038 – May 15, 2039
|
|
30
|
|
125,063
|
|
|
5.50%–6.75%
|
|
6.22
|
%
|
|
November 15, 2042 – October 15, 2043
|
|
|
|
$
|
785,670
|
|
|
|
|
|
|
|
|
Tenor at
Origination
(in years)
|
|
Principal
Amount
|
|
Interest Rate
Range
|
|
Weighted
Average
Interest Rate
|
|
Maturity Date Range
|
|||
7
|
|
$
|
194,937
|
|
|
4.00%–6.55%
|
|
5.37
|
%
|
|
June 15, 2019 – June 15, 2020
|
10
|
|
18,127
|
|
|
3.28%–7.00%
|
|
6.56
|
%
|
|
March 15, 2022 – April 15, 2023
|
|
15
|
|
15,000
|
|
|
5.00%
|
|
5.00
|
%
|
|
May 15, 2028 – June 15, 2028
|
|
18
|
|
22,157
|
|
|
4.125%–6.00%
|
|
5.34
|
%
|
|
December 15, 2030 – June 15, 2031
|
|
20
|
|
3,106
|
|
|
5.625%–5.75%
|
|
5.70
|
%
|
|
November 15, 2032 – December 15, 2032
|
|
30
|
|
110,450
|
|
|
5.50%–6.625%
|
|
6.15
|
%
|
|
November 15, 2042 – June 15, 2043
|
|
|
|
$
|
363,777
|
|
|
|
|
|
|
|
|
|
June 30, 2014
|
|
June 30, 2013
|
||||
Net assets
|
|
$
|
3,618,182
|
|
|
$
|
2,656,494
|
|
Shares of common stock issued and outstanding
|
|
342,626,637
|
|
|
247,836,965
|
|
||
Net asset value per share
|
|
$
|
10.56
|
|
|
$
|
10.72
|
|
|
|
Year Ended June 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Interest income
|
|
$
|
613,741
|
|
|
$
|
435,455
|
|
|
$
|
219,536
|
|
Dividend income
|
|
26,837
|
|
|
82,705
|
|
|
64,881
|
|
|||
Other income
|
|
71,713
|
|
|
58,176
|
|
|
36,493
|
|
|||
Total investment income
|
|
$
|
712,291
|
|
|
$
|
576,336
|
|
|
$
|
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
|
%
|
|
Year Ended June 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Interest on borrowings
|
$
|
111,900
|
|
|
$
|
62,657
|
|
|
$
|
27,346
|
|
Amortization of deferred financing costs
|
11,491
|
|
|
8,232
|
|
|
8,511
|
|
|||
Accretion of discount on Senior Unsecured Notes
|
156
|
|
|
50
|
|
|
—
|
|
|||
Facility commitment fees
|
6,556
|
|
|
5,402
|
|
|
2,677
|
|
|||
Total interest and credit facility expenses
|
$
|
130,103
|
|
|
$
|
76,341
|
|
|
$
|
38,534
|
|
|
|
|
|
|
|
||||||
Average principal debt outstanding
|
$
|
1,982,054
|
|
|
$
|
1,066,368
|
|
|
$
|
502,038
|
|
Weighted average stated interest rate on borrowings(1)
|
5.65
|
%
|
|
5.88
|
%
|
|
5.45
|
%
|
|||
Weighted average interest rate on borrowings(2)
|
6.23
|
%
|
|
6.65
|
%
|
|
7.14
|
%
|
|||
Revolving Credit Facility amount at beginning of year
|
$
|
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.
|
•
|
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.
|
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.
|
|
Page
|
/s/ BDO USA, LLP
|
BDO USA, LLP
|
New York, New York
|
August 25, 2014
|
|
June 30, 2014
|
|
June 30, 2013
|
||||
Assets
|
|
|
|
|
|
||
Investments at fair value:
|
|
|
|
|
|
||
Control investments (amortized cost of $1,719,242 and $830,151, respectively)
|
$
|
1,640,454
|
|
|
$
|
811,634
|
|
Affiliate investments (amortized cost of $31,829 and $49,189, respectively)
|
32,121
|
|
|
42,443
|
|
||
Non-control/non-affiliate investments (amortized cost of $4,620,451 and $3,376,438, respectively)
|
4,581,164
|
|
|
3,318,775
|
|
||
Total investments at fair value (amortized cost of $6,371,522 and $4,255,778, respectively)
|
6,253,739
|
|
|
4,172,852
|
|
||
Cash and cash equivalents
|
134,225
|
|
|
203,236
|
|
||
Receivables for:
|
|
|
|
||||
Interest, net
|
21,997
|
|
|
22,863
|
|
||
Other
|
2,587
|
|
|
4,397
|
|
||
Prepaid expenses
|
2,828
|
|
|
540
|
|
||
Deferred financing costs
|
61,893
|
|
|
44,329
|
|
||
Total Assets
|
6,477,269
|
|
|
4,448,217
|
|
||
|
|
|
|
||||
Liabilities
|
|
|
|
|
|
||
Revolving Credit Facility (Notes 4 and 8)
|
92,000
|
|
|
124,000
|
|
||
Senior Convertible Notes (Notes 5 and 8)
|
1,247,500
|
|
|
847,500
|
|
||
Senior Unsecured Notes (Notes 6 and 8)
|
647,881
|
|
|
347,725
|
|
||
Prospect Capital InterNotes
®
(Notes 7 and 8)
|
785,670
|
|
|
363,777
|
|
||
Due to broker
|
—
|
|
|
43,588
|
|
||
Dividends payable
|
37,843
|
|
|
27,299
|
|
||
Due to Prospect Administration (Note 13)
|
2,208
|
|
|
1,366
|
|
||
Due to Prospect Capital Management (Note 13)
|
3
|
|
|
5,324
|
|
||
Accrued expenses
|
4,790
|
|
|
2,345
|
|
||
Interest payable
|
37,459
|
|
|
24,384
|
|
||
Other liabilities
|
3,733
|
|
|
4,415
|
|
||
Total Liabilities
|
2,859,087
|
|
|
1,791,723
|
|
||
Net Assets
|
$
|
3,618,182
|
|
|
$
|
2,656,494
|
|
|
|
|
|
||||
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)
|
$
|
343
|
|
|
$
|
248
|
|
Paid-in capital in excess of par (Note 9)
|
3,814,634
|
|
|
2,772,191
|
|
||
Undistributed net investment income
|
42,086
|
|
|
82,112
|
|
||
Accumulated realized losses on investments
|
(121,098
|
)
|
|
(115,131
|
)
|
||
Unrealized depreciation on investments
|
(117,783
|
)
|
|
(82,926
|
)
|
||
Net Assets
|
$
|
3,618,182
|
|
|
$
|
2,656,494
|
|
|
|
|
|
||||
Net Asset Value Per Share (Note 16)
|
$
|
10.56
|
|
|
$
|
10.72
|
|
|
Year Ended June 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Investment Income
|
|
|
|
|
|
|
|
||||
Interest income:
|
|
|
|
|
|
|
|
||||
Control investments
|
$
|
153,307
|
|
|
$
|
106,425
|
|
|
$
|
53,408
|
|
Affiliate investments
|
4,358
|
|
|
6,515
|
|
|
12,155
|
|
|||
Non-control/non-affiliate investments
|
334,039
|
|
|
234,013
|
|
|
144,592
|
|
|||
CLO fund securities
|
122,037
|
|
|
88,502
|
|
|
9,381
|
|
|||
Total interest income
|
613,741
|
|
|
435,455
|
|
|
219,536
|
|
|||
Dividend income:
|
|
|
|
|
|
||||||
Control investments
|
26,687
|
|
|
78,282
|
|
|
63,144
|
|
|||
Affiliate investments
|
—
|
|
|
728
|
|
|
—
|
|
|||
Non-control/non-affiliate investments
|
98
|
|
|
3,656
|
|
|
1,733
|
|
|||
Money market funds
|
52
|
|
|
39
|
|
|
4
|
|
|||
Total dividend income
|
26,837
|
|
|
82,705
|
|
|
64,881
|
|
|||
Other income: (Note 10)
|
|
|
|
|
|
||||||
Control investments
|
43,671
|
|
|
16,821
|
|
|
25,464
|
|
|||
Affiliate investments
|
17
|
|
|
623
|
|
|
108
|
|
|||
Non-control/non-affiliate investments
|
28,025
|
|
|
40,732
|
|
|
10,921
|
|
|||
Total other income
|
71,713
|
|
|
58,176
|
|
|
36,493
|
|
|||
Total Investment Income
|
712,291
|
|
|
576,336
|
|
|
320,910
|
|
|||
|
|
|
|
|
|
||||||
Operating Expenses
|
|
|
|
|
|
||||||
Investment advisory fees:
|
|
|
|
|
|
||||||
Base management fee (Note 13)
|
108,990
|
|
|
69,800
|
|
|
35,836
|
|
|||
Income incentive fee (Note 13)
|
89,306
|
|
|
81,231
|
|
|
46,671
|
|
|||
Total investment advisory fees
|
198,296
|
|
|
151,031
|
|
|
82,507
|
|
|||
Interest and credit facility expenses
|
130,103
|
|
|
76,341
|
|
|
38,534
|
|
|||
Legal fees
|
2,771
|
|
|
1,918
|
|
|
279
|
|
|||
Valuation services
|
1,836
|
|
|
1,579
|
|
|
1,212
|
|
|||
Audit, compliance and tax related fees
|
2,959
|
|
|
1,566
|
|
|
1,446
|
|
|||
Allocation of overhead from Prospect Administration (Note 13)
|
14,373
|
|
|
8,737
|
|
|
6,848
|
|
|||
Insurance expense
|
373
|
|
|
356
|
|
|
324
|
|
|||
Directors’ fees
|
325
|
|
|
300
|
|
|
273
|
|
|||
Excise tax
|
(4,200
|
)
|
|
6,500
|
|
|
—
|
|
|||
Other general and administrative expenses
|
8,232
|
|
|
3,084
|
|
|
2,803
|
|
|||
Total Operating Expenses
|
355,068
|
|
|
251,412
|
|
|
134,226
|
|
|||
Net Investment Income
|
357,223
|
|
|
324,924
|
|
|
186,684
|
|
|||
|
|
|
|
|
|
||||||
Net realized (loss) gain on investments
|
(3,346
|
)
|
|
(26,234
|
)
|
|
36,588
|
|
|||
Net change in unrealized depreciation on investments
|
(34,857
|
)
|
|
(77,834
|
)
|
|
(32,368
|
)
|
|||
Net Increase in Net Assets Resulting from Operations
|
$
|
319,020
|
|
|
$
|
220,856
|
|
|
$
|
190,904
|
|
|
|
|
|
|
|
||||||
Net increase in net assets resulting from operations per share
|
$
|
1.06
|
|
|
$
|
1.07
|
|
|
$
|
1.67
|
|
Dividends declared per share
|
$
|
(1.32
|
)
|
|
$
|
(1.28
|
)
|
|
$
|
(1.22
|
)
|
|
Year Ended June 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Operations
|
|
|
|
|
|
|
|
||||
Net investment income
|
$
|
357,223
|
|
|
$
|
324,924
|
|
|
$
|
186,684
|
|
Net realized (loss) gain on investments
|
(3,346
|
)
|
|
(26,234
|
)
|
|
36,588
|
|
|||
Net change in unrealized depreciation on investments
|
(34,857
|
)
|
|
(77,834
|
)
|
|
(32,368
|
)
|
|||
Net Increase in Net Assets Resulting from Operations
|
319,020
|
|
|
220,856
|
|
|
190,904
|
|
|||
|
|
|
|
|
|
||||||
Distributions to Shareholders
|
|
|
|
|
|
||||||
Distribution from net investment income
|
(403,188
|
)
|
|
(271,507
|
)
|
|
(136,875
|
)
|
|||
Distribution of return of capital
|
—
|
|
|
—
|
|
|
(4,504
|
)
|
|||
Net Decrease in Net Assets Resulting from Distributions to Shareholders
|
(403,188
|
)
|
|
(271,507
|
)
|
|
(141,379
|
)
|
|||
|
|
|
|
|
|
||||||
Common Stock Transactions
|
|
|
|
|
|
||||||
Issuance of common stock, net of underwriting costs
|
973,832
|
|
|
1,121,648
|
|
|
177,699
|
|
|||
Less: Offering costs from issuance of common stock
|
(1,380
|
)
|
|
(1,815
|
)
|
|
(708
|
)
|
|||
Value of shares issued to acquire controlled investments
|
57,830
|
|
|
59,251
|
|
|
160,571
|
|
|||
Value of shares issued through reinvestment of dividends
|
15,574
|
|
|
16,087
|
|
|
10,530
|
|
|||
Net Increase in Net Assets Resulting from Common Stock Transactions
|
1,045,856
|
|
|
1,195,171
|
|
|
348,092
|
|
|||
|
|
|
|
|
|
||||||
Total Increase in Net Assets
|
961,688
|
|
|
1,144,520
|
|
|
397,617
|
|
|||
Net assets at beginning of year
|
2,656,494
|
|
|
1,511,974
|
|
|
1,114,357
|
|
|||
Net Assets at End of Year
|
$
|
3,618,182
|
|
|
$
|
2,656,494
|
|
|
$
|
1,511,974
|
|
|
|
|
|
|
|
||||||
Common Stock Activity
|
|
|
|
|
|
||||||
Shares sold
|
88,054,653
|
|
|
101,245,136
|
|
|
16,452,489
|
|
|||
Shares issued to acquire controlled investments
|
5,326,949
|
|
|
5,507,381
|
|
|
14,518,207
|
|
|||
Shares issued through reinvestment of dividends
|
1,408,070
|
|
|
1,450,578
|
|
|
1,056,484
|
|
|||
Total shares issued due to common stock activity
|
94,789,672
|
|
|
108,203,095
|
|
|
32,027,180
|
|
|||
Shares issued and outstanding at beginning of year
|
247,836,965
|
|
|
139,633,870
|
|
|
107,606,690
|
|
|||
Shares Issued and Outstanding at End of Year
|
342,626,637
|
|
|
247,836,965
|
|
|
139,633,870
|
|
|
Year Ended June 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net increase in net assets resulting from operations
|
$
|
319,020
|
|
|
$
|
220,856
|
|
|
$
|
190,904
|
|
Net realized loss (gain) on investments
|
3,346
|
|
|
26,234
|
|
|
(36,588
|
)
|
|||
Net change in unrealized depreciation on investments
|
34,857
|
|
|
77,834
|
|
|
32,368
|
|
|||
Amortization (accretion) of discounts and premiums, net
|
46,297
|
|
|
(11,016
|
)
|
|
(7,284
|
)
|
|||
Amortization of deferred financing costs
|
11,491
|
|
|
8,232
|
|
|
8,511
|
|
|||
Payment-in-kind interest
|
(15,145
|
)
|
|
(10,947
|
)
|
|
(5,647
|
)
|
|||
Structuring fees
|
(45,087
|
)
|
|
(52,699
|
)
|
|
(8,075
|
)
|
|||
Change in operating assets and liabilities:
|
|
|
|
|
|
||||||
Payments for purchases of investments
|
(2,834,394
|
)
|
|
(2,980,320
|
)
|
|
(901,833
|
)
|
|||
Proceeds from sale of investments and collection of investment principal
|
787,069
|
|
|
931,534
|
|
|
500,952
|
|
|||
Decrease (increase) in interest receivable, net
|
866
|
|
|
(8,644
|
)
|
|
(4,950
|
)
|
|||
Decrease (increase) in other receivables
|
1,810
|
|
|
(3,613
|
)
|
|
(517
|
)
|
|||
Increase in prepaid expenses
|
(2,288
|
)
|
|
(119
|
)
|
|
(320
|
)
|
|||
Decrease in due to broker
|
(43,588
|
)
|
|
(945
|
)
|
|
—
|
|
|||
Increase in due to Prospect Administration
|
842
|
|
|
708
|
|
|
446
|
|
|||
(Decrease) increase in due to Prospect Capital Management
|
(5,321
|
)
|
|
(2,589
|
)
|
|
207
|
|
|||
Increase (decrease) in accrued expenses
|
2,445
|
|
|
(580
|
)
|
|
1,052
|
|
|||
Increase in interest payable
|
13,075
|
|
|
17,661
|
|
|
2,720
|
|
|||
(Decrease) increase in other liabilities
|
(682
|
)
|
|
2,205
|
|
|
(1,361
|
)
|
|||
Net Cash Used in Operating Activities
|
(1,725,387
|
)
|
|
(1,786,208
|
)
|
|
(229,415
|
)
|
|||
|
|
|
|
|
|
||||||
Financing Activities
|
|
|
|
|
|
||||||
Borrowings under Revolving Credit Facility (Note 4)
|
1,078,500
|
|
|
223,000
|
|
|
726,800
|
|
|||
Principal payments under Revolving Credit Facility (Note 4)
|
(1,110,500
|
)
|
|
(195,000
|
)
|
|
(715,000
|
)
|
|||
Issuance of Senior Convertible Notes (Note 5)
|
400,000
|
|
|
400,000
|
|
|
130,000
|
|
|||
Repurchases of Senior Convertible Notes (Note 5)
|
—
|
|
|
—
|
|
|
(5,000
|
)
|
|||
Issuance of Senior Unsecured Notes, net of original issue discount (Note 6)
|
255,000
|
|
|
247,675
|
|
|
100,000
|
|
|||
Accretion of discount on Senior Unsecured Notes (Note 6)
|
156
|
|
|
50
|
|
|
—
|
|
|||
Issuance of Prospect Capital InterNotes® (Note 7)
|
473,762
|
|
|
343,139
|
|
|
20,638
|
|
|||
Redemptions of Prospect Capital InterNotes® (Note 7)
|
(6,869
|
)
|
|
—
|
|
|
—
|
|
|||
Financing costs paid and deferred
|
(29,055
|
)
|
|
(28,146
|
)
|
|
(17,651
|
)
|
|||
Proceeds from issuance of common stock, net of underwriting costs
|
973,832
|
|
|
1,121,648
|
|
|
177,699
|
|
|||
Offering costs from issuance of common stock
|
(1,380
|
)
|
|
(1,815
|
)
|
|
(708
|
)
|
|||
Dividends paid
|
(377,070
|
)
|
|
(242,301
|
)
|
|
(127,564
|
)
|
|||
Net Cash Provided by Financing Activities
|
1,656,376
|
|
|
1,868,250
|
|
|
289,214
|
|
|||
|
|
|
|
|
|
||||||
Total Increase in Cash and Cash Equivalents
|
(69,011
|
)
|
|
82,042
|
|
|
59,799
|
|
|||
Cash and cash equivalents at beginning of year
|
203,236
|
|
|
121,194
|
|
|
61,395
|
|
|||
Cash and Cash Equivalents at End of Year
|
$
|
134,225
|
|
|
$
|
203,236
|
|
|
$
|
121,194
|
|
|
|
|
|
|
|
||||||
Supplemental Disclosures
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
105,410
|
|
|
$
|
45,363
|
|
|
$
|
24,515
|
|
|
|
|
|
|
|
||||||
Non-Cash Financing Activities
|
|
|
|
|
|
||||||
Value of shares issued through reinvestment of dividends
|
$
|
15,574
|
|
|
$
|
16,087
|
|
|
$
|
10,530
|
|
Value of shares issued to acquire controlled investments
|
$
|
57,830
|
|
|
$
|
59,251
|
|
|
$
|
160,571
|
|
Exchange of Prospect Capital InterNotes® for Senior Unsecured Notes
|
$
|
45,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
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)
|
28,950
|
|
28,950
|
|
28,950
|
|
0.8%
|
||
Series A Preferred Stock (9,925.455 shares)(13)
|
|
2,879
|
|
3,171
|
|
0.1%
|
|||||
Series B Preferred Stock (1,753.636 shares)(13)
|
|
—
|
|
—
|
|
—%
|
|||||
|
|
|
|
31,829
|
|
32,121
|
|
0.9%
|
|||
Total Affiliate Investments
|
|
$
|
31,829
|
|
$
|
32,121
|
|
0.9%
|
Affiliate Investments (5.00% to 24.99% voting control)(49)
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|||||
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)
|
29,550
|
|
29,550
|
|
29,550
|
|
1.1%
|
||
Series A Preferred Stock (9,925.455 shares)(13)
|
|
|
2,300
|
|
2,832
|
|
0.1%
|
||||
Series B Preferred Stock (1,753.636 shares)(13)
|
|
|
579
|
|
533
|
|
—%
|
||||
|
|
|
|
|
32,429
|
|
32,915
|
|
1.2%
|
||
BXC Holding
Company(20) |
Georgia /
Textiles, Apparel & Luxury Goods |
Senior Secured Term Loan A (10.00% plus 1.00% PIK, due 9/15/2015)
|
1,712
|
|
1,702
|
|
1,712
|
|
0.1%
|
||
Senior Secured Term Loan B (10.00% plus 1.00% PIK, due 9/15/2015)
|
4,892
|
|
4,809
|
|
4,892
|
|
0.2%
|
||||
Senior Secured Term Loan C (10.00% plus 1.00% PIK, due 9/15/2015)
|
2,371
|
|
2,371
|
|
2,371
|
|
0.1%
|
||||
Senior Secured Term Loan (10.00% plus 1.00% PIK, due 9/15/2015)
|
8,325
|
|
7,878
|
|
410
|
|
—%
|
||||
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)
|
|
|
—
|
|
—
|
|
—%
|
||||
|
|
|
|
|
16,760
|
|
9,385
|
|
0.4%
|
||
Smart, LLC(14)
|
New York / Diversified / Conglomerate Service
|
Membership Interest
|
|
|
—
|
|
143
|
|
—%
|
||
|
|
|
|
|
—
|
|
143
|
|
—%
|
||
Total Affiliate Investments
|
|
$
|
49,189
|
|
$
|
42,443
|
|
1.6%
|
(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)
|
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.
|
(3)
|
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.
|
(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.
|
(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.
|
(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.
|
(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.
|
(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:
|
Portfolio Company
|
Purchases*
|
Redemptions*
|
|
Sales
|
Interest
income |
Dividend
income |
Other
income |
Net realized
gains (losses) |
Net unrealized
gains (losses) |
||||||||||||||||
AMU Holdings Inc.
|
$
|
7,600
|
|
$
|
(593
|
)
|
|
$
|
(972
|
)
|
$
|
6,579
|
|
$
|
12,000
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(15,694
|
)
|
APH Property Holdings, LLC
|
163,747
|
|
(118,186
|
)
|
**
|
—
|
|
18,788
|
|
—
|
|
5,946
|
|
—
|
|
3,393
|
|
||||||||
Arctic Oilfield Equipment USA, Inc.
|
60,876
|
|
—
|
|
|
—
|
|
1,050
|
|
—
|
|
1,713
|
|
—
|
|
238
|
|
||||||||
ARRM Services, Inc. (f/k/a ARRM Holdings Inc.)
|
25,000
|
|
(24,251
|
)
|
|
—
|
|
(733
|
)
|
—
|
|
148
|
|
—
|
|
(14,957
|
)
|
||||||||
AWC, LLC
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
BXC Company, Inc. (f/k/a BXC Holding Company)***
|
300
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(3,796
|
)
|
||||||||
CCPI Holdings Inc.
|
—
|
|
(450
|
)
|
|
—
|
|
3,312
|
|
500
|
|
71
|
|
—
|
|
(1,443
|
)
|
||||||||
CP Holdings of Delaware LLC
|
113,601
|
|
(100
|
)
|
|
—
|
|
13,858
|
|
—
|
|
1,864
|
|
—
|
|
16,618
|
|
||||||||
Credit Central Holdings of Delaware, LLC
|
2,500
|
|
(159
|
)
|
|
—
|
|
7,845
|
|
4,841
|
|
521
|
|
—
|
|
(2,371
|
)
|
||||||||
Echelon Aviation LLC
|
92,628
|
|
—
|
|
|
—
|
|
2,809
|
|
—
|
|
2,771
|
|
—
|
|
—
|
|
||||||||
Energy Solutions Holdings Inc.
|
16,000
|
|
(8,525
|
)
|
|
—
|
|
8,245
|
|
—
|
|
2,480
|
|
—
|
|
(2,168
|
)
|
||||||||
First Tower Holdings of Delaware LLC
|
10,000
|
|
—
|
|
|
—
|
|
54,320
|
|
—
|
|
10,560
|
|
—
|
|
17,003
|
|
||||||||
Gulf Coast Machine & Supply Company
|
28,450
|
|
(26,213
|
)
|
|
—
|
|
1,449
|
|
—
|
|
—
|
|
—
|
|
(777
|
)
|
||||||||
Harbortouch Holdings of Delaware Inc.
|
278,694
|
|
—
|
|
|
—
|
|
6,879
|
|
—
|
|
7,536
|
|
—
|
|
12,620
|
|
||||||||
The Healing Staff, Inc.
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
5,825
|
|
—
|
|
—
|
|
||||||||
Manx Energy, Inc.
|
—
|
|
(450
|
)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
104
|
|
||||||||
MITY Holdings of Delaware Inc.
|
47,985
|
|
—
|
|
|
—
|
|
4,693
|
|
—
|
|
1,049
|
|
—
|
|
1,127
|
|
||||||||
Nationwide Acceptance Holdings LLC
|
4,000
|
|
—
|
|
|
—
|
|
4,429
|
|
5,000
|
|
1,854
|
|
—
|
|
772
|
|
||||||||
NMMB Holdings, Inc.
|
8,086
|
|
(8,086
|
)
|
|
—
|
|
2,051
|
|
—
|
|
—
|
|
—
|
|
(6,852
|
)
|
||||||||
NPH Property Holdings, LLC
|
40,425
|
|
85,724
|
|
**
|
—
|
|
5,973
|
|
—
|
|
1,029
|
|
—
|
|
(2,088
|
)
|
||||||||
R-V Industries, Inc.
|
—
|
|
(2,339
|
)
|
|
—
|
|
3,188
|
|
1,100
|
|
—
|
|
—
|
|
2,005
|
|
||||||||
STI Holding, Inc.
|
—
|
|
(125
|
)
|
|
—
|
|
—
|
|
3,246
|
|
—
|
|
—
|
|
(25
|
)
|
||||||||
UPH Property Holdings, LLC
|
1,405
|
|
22,562
|
|
**
|
—
|
|
1,101
|
|
—
|
|
156
|
|
—
|
|
426
|
|
||||||||
Valley Electric Holdings I, Inc.
|
—
|
|
(200
|
)
|
|
—
|
|
7,471
|
|
—
|
|
148
|
|
—
|
|
(23,304
|
)
|
||||||||
Wolf Energy Holdings Inc.
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,350
|
)
|
||||||||
Total
|
$
|
901,297
|
|
$
|
(81,391
|
)
|
|
$
|
(972
|
)
|
$
|
153,307
|
|
$
|
26,687
|
|
$
|
43,671
|
|
$
|
—
|
|
$
|
(20,519
|
)
|
(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) |
$
|
—
|
|
$
|
(600
|
)
|
|
$
|
—
|
|
$
|
2,974
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(194
|
)
|
BXC Holding Company***
|
—
|
|
(100
|
)
|
|
—
|
|
1,384
|
|
—
|
|
17
|
|
—
|
|
(4,163
|
)
|
||||||||
Smart, LLC
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(143
|
)
|
||||||||
Total
|
$
|
—
|
|
$
|
(700
|
)
|
|
$
|
—
|
|
$
|
4,358
|
|
$
|
—
|
|
$
|
17
|
|
$
|
—
|
|
$
|
(4,500
|
)
|
(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 |
Other
income |
Net realized
gains (losses) |
Net unrealized
gains (losses) |
||||||||||||||||
AMU Holdings Inc.
|
$
|
—
|
|
$
|
(600
|
)
|
$
|
—
|
|
$
|
5,822
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
7,266
|
|
APH Property Holdings, LLC
|
151,648
|
|
—
|
|
—
|
|
2,898
|
|
—
|
|
4,651
|
|
—
|
|
—
|
|
||||||||
ARRM Holdings LLC
|
23,300
|
|
(19,065
|
)
|
—
|
|
5,176
|
|
—
|
|
155
|
|
—
|
|
(17,208
|
)
|
||||||||
AWC, LLC
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Borga, Inc.
|
150
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(232
|
)
|
||||||||
CCPI Holdings Inc.
|
34,081
|
|
(338
|
)
|
—
|
|
1,792
|
|
—
|
|
606
|
|
—
|
|
—
|
|
||||||||
Credit Central Holdings of Delaware, LLC
|
47,663
|
|
—
|
|
—
|
|
3,893
|
|
—
|
|
1,680
|
|
—
|
|
2,799
|
|
||||||||
Energy Solutions Holdings Inc.
|
—
|
|
(28,975
|
)
|
—
|
|
24,809
|
|
53,820
|
|
—
|
|
—
|
|
(71,197
|
)
|
||||||||
First Tower Holdings of Delaware LLC
|
20,000
|
|
—
|
|
—
|
|
52,476
|
|
—
|
|
2,426
|
|
—
|
|
(9,869
|
)
|
||||||||
The Healing Staff, Inc.
|
975
|
|
(13,092
|
)
|
—
|
|
2
|
|
—
|
|
—
|
|
(12,117
|
)
|
12,117
|
|
||||||||
Manx Energy, Inc.
|
—
|
|
(10,528
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(9,397
|
)
|
18,865
|
|
||||||||
Nationwide Acceptance Holdings LLC
|
25,151
|
|
—
|
|
—
|
|
1,787
|
|
—
|
|
884
|
|
—
|
|
—
|
|
||||||||
NMMB Holdings, Inc.
|
—
|
|
(5,700
|
)
|
—
|
|
3,026
|
|
—
|
|
—
|
|
—
|
|
(5,903
|
)
|
||||||||
R-V Industries, Inc.
|
32,750
|
|
—
|
|
—
|
|
781
|
|
24,462
|
|
143
|
|
—
|
|
1,463
|
|
||||||||
Valley Electric Holdings I, Inc.
|
52,098
|
|
(100
|
)
|
—
|
|
3,511
|
|
—
|
|
1,325
|
|
—
|
|
—
|
|
||||||||
Wolf Energy Holdings Inc.
|
50
|
|
—
|
|
—
|
|
452
|
|
—
|
|
4,951
|
|
11,826
|
|
(3,092
|
)
|
||||||||
Total
|
$
|
387,866
|
|
$
|
(78,398
|
)
|
$
|
—
|
|
$
|
106,425
|
|
$
|
78,282
|
|
$
|
16,821
|
|
$
|
(9,688
|
)
|
$
|
(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) |
$
|
30,000
|
|
$
|
(26,676
|
)
|
$
|
—
|
|
$
|
3,159
|
|
$
|
—
|
|
$
|
600
|
|
$
|
—
|
|
$
|
672
|
|
BXC Holding Company
|
—
|
|
—
|
|
—
|
|
3,356
|
|
—
|
|
23
|
|
—
|
|
(9,414
|
)
|
||||||||
Smart, LLC
|
—
|
|
—
|
|
—
|
|
—
|
|
728
|
|
—
|
|
—
|
|
108
|
|
||||||||
Total
|
$
|
30,000
|
|
$
|
(26,676
|
)
|
$
|
—
|
|
$
|
6,515
|
|
$
|
728
|
|
$
|
623
|
|
$
|
—
|
|
$
|
(8,634
|
)
|
•
|
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.
|
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.
|
|
June 30, 2014
|
|
June 30, 2013
|
||||||||||||
|
Cost
|
|
Fair Value
|
|
Cost
|
|
Fair Value
|
||||||||
Revolving Line of Credit
|
$
|
3,445
|
|
|
$
|
2,786
|
|
|
$
|
9,238
|
|
|
$
|
8,729
|
|
Senior Secured Debt
|
3,578,339
|
|
|
3,514,198
|
|
|
2,262,327
|
|
|
2,207,091
|
|
||||
Subordinated Secured Debt
|
1,272,275
|
|
|
1,200,221
|
|
|
1,062,386
|
|
|
1,024,901
|
|
||||
Subordinated Unsecured Debt
|
85,531
|
|
|
85,531
|
|
|
88,470
|
|
|
88,827
|
|
||||
Small Business Whole Loans(1)
|
4,637
|
|
|
4,252
|
|
|
—
|
|
|
—
|
|
||||
CLO Debt
|
28,118
|
|
|
33,199
|
|
|
27,667
|
|
|
28,589
|
|
||||
CLO Residual Interest
|
1,044,656
|
|
|
1,093,985
|
|
|
660,619
|
|
|
658,086
|
|
||||
Equity(2)
|
354,521
|
|
|
319,567
|
|
|
145,071
|
|
|
156,629
|
|
||||
Total Investments
|
$
|
6,371,522
|
|
|
$
|
6,253,739
|
|
|
$
|
4,255,778
|
|
|
$
|
4,172,852
|
|
(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.
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Revolving Line of Credit
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,786
|
|
|
$
|
2,786
|
|
Senior Secured Debt
|
—
|
|
|
—
|
|
|
3,514,198
|
|
|
3,514,198
|
|
||||
Subordinated Secured Debt
|
—
|
|
|
—
|
|
|
1,200,221
|
|
|
1,200,221
|
|
||||
Subordinated Unsecured Debt
|
—
|
|
|
—
|
|
|
85,531
|
|
|
85,531
|
|
||||
Small Business Whole Loans
|
—
|
|
|
—
|
|
|
4,252
|
|
|
4,252
|
|
||||
CLO Debt
|
—
|
|
|
—
|
|
|
33,199
|
|
|
33,199
|
|
||||
CLO Residual Interest
|
—
|
|
|
—
|
|
|
1,093,985
|
|
|
1,093,985
|
|
||||
Equity
|
168
|
|
|
—
|
|
|
319,399
|
|
|
319,567
|
|
||||
Total Investments
|
$
|
168
|
|
|
$
|
—
|
|
|
$
|
6,253,571
|
|
|
$
|
6,253,739
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Revolving Line of Credit
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,729
|
|
|
$
|
8,729
|
|
Senior Secured Debt
|
—
|
|
|
—
|
|
|
2,207,091
|
|
|
2,207,091
|
|
||||
Subordinated Secured Debt
|
—
|
|
|
—
|
|
|
1,024,901
|
|
|
1,024,901
|
|
||||
Subordinated Unsecured Debt
|
—
|
|
|
—
|
|
|
88,827
|
|
|
88,827
|
|
||||
CLO Debt
|
—
|
|
|
—
|
|
|
28,589
|
|
|
28,589
|
|
||||
CLO Residual Interest
|
—
|
|
|
—
|
|
|
658,086
|
|
|
658,086
|
|
||||
Equity
|
112
|
|
|
—
|
|
|
156,517
|
|
|
156,629
|
|
||||
Total Investments
|
$
|
112
|
|
|
$
|
—
|
|
|
$
|
4,172,740
|
|
|
$
|
4,172,852
|
|
|
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
|
$
|
811,634
|
|
|
$
|
42,443
|
|
|
$
|
3,318,663
|
|
|
$
|
4,172,740
|
|
Total realized loss, net
|
—
|
|
|
—
|
|
|
(3,346
|
)
|
|
(3,346
|
)
|
||||
Change in unrealized depreciation
|
(20,519
|
)
|
|
(4,500
|
)
|
|
(9,894
|
)
|
|
(34,913
|
)
|
||||
Net realized and unrealized loss
|
(20,519
|
)
|
|
(4,500
|
)
|
|
(13,240
|
)
|
|
(38,259
|
)
|
||||
Purchases of portfolio investments
|
901,297
|
|
|
—
|
|
|
2,036,014
|
|
|
2,937,311
|
|
||||
Payment-in-kind interest
|
11,796
|
|
|
90
|
|
|
3,259
|
|
|
15,145
|
|
||||
Accretion (amortization) of discounts and premiums
|
—
|
|
|
399
|
|
|
(46,696
|
)
|
|
(46,297
|
)
|
||||
Repayments and sales of portfolio investments
|
(82,363
|
)
|
|
(700
|
)
|
|
(704,006
|
)
|
|
(787,069
|
)
|
||||
Transfers within Level 3(1)
|
18,609
|
|
|
(5,611
|
)
|
|
(12,998
|
)
|
|
—
|
|
||||
Transfers in (out) of Level 3(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fair value as of June 30, 2014
|
$
|
1,640,454
|
|
|
$
|
32,121
|
|
|
$
|
4,580,996
|
|
|
$
|
6,253,571
|
|
|
Revolving Line of Credit
|
|
Senior Secured
Debt |
|
Subordinated Secured Debt
|
|
Subordinated Unsecured Debt
|
|
Small Business Loans
|
|
CLO
Debt |
|
CLO
Residual Interest |
|
Equity
|
|
Total
|
||||||||||||||||||
Fair value as of June 30, 2013
|
$
|
8,729
|
|
|
$
|
2,207,091
|
|
|
$
|
1,024,901
|
|
|
$
|
88,827
|
|
|
$
|
—
|
|
|
$
|
28,589
|
|
|
$
|
658,086
|
|
|
$
|
156,517
|
|
|
$
|
4,172,740
|
|
Total realized (loss) gain, net
|
—
|
|
|
(1,593
|
)
|
|
(7,558
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,183
|
|
|
4,622
|
|
|
(3,346
|
)
|
|||||||||
Change in unrealized (depreciation) appreciation
|
(150
|
)
|
|
(8,907
|
)
|
|
(34,566
|
)
|
|
(357
|
)
|
|
(386
|
)
|
|
4,159
|
|
|
51,864
|
|
|
(46,570
|
)
|
|
(34,913
|
)
|
|||||||||
Net realized and unrealized (loss) gain
|
(150
|
)
|
|
(10,500
|
)
|
|
(42,124
|
)
|
|
(357
|
)
|
|
(386
|
)
|
|
4,159
|
|
|
53,047
|
|
|
(41,948
|
)
|
|
(38,259
|
)
|
|||||||||
Purchases of portfolio investments
|
14,850
|
|
|
1,692,384
|
|
|
554,973
|
|
|
—
|
|
|
6,540
|
|
|
—
|
|
|
453,492
|
|
|
215,072
|
|
|
2,937,311
|
|
|||||||||
Payment-in-kind interest
|
—
|
|
|
13,850
|
|
|
428
|
|
|
867
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,145
|
|
|||||||||
Accretion (amortization) of discounts and premiums
|
—
|
|
|
683
|
|
|
2,065
|
|
|
73
|
|
|
—
|
|
|
451
|
|
|
(49,569
|
)
|
|
—
|
|
|
(46,297
|
)
|
|||||||||
Repayments and sales of portfolio investments
|
(20,643
|
)
|
|
(389,310
|
)
|
|
(270,022
|
)
|
|
(73,879
|
)
|
|
(1,902
|
)
|
|
—
|
|
|
(21,071
|
)
|
|
(10,242
|
)
|
|
(787,069
|
)
|
|||||||||
Transfers within Level 3(1)
|
—
|
|
|
—
|
|
|
(70,000
|
)
|
|
70,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Transfers in (out) of Level 3(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
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
|
|
|
$
|
6,253,571
|
|
(1)
|
Transfers are assumed to have occurred at the beginning of the quarter during which the asset was transferred.
|
|
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
|
$
|
564,489
|
|
|
$
|
46,116
|
|
|
$
|
1,483,487
|
|
|
$
|
2,094,092
|
|
Total realized loss, net
|
(9,688
|
)
|
|
—
|
|
|
(16,672
|
)
|
|
(26,360
|
)
|
||||
Change in unrealized depreciation
|
(64,991
|
)
|
|
(8,634
|
)
|
|
(4,192
|
)
|
|
(77,817
|
)
|
||||
Net realized and unrealized loss
|
(74,679
|
)
|
|
(8,634
|
)
|
|
(20,864
|
)
|
|
(104,177
|
)
|
||||
Purchases of portfolio investments
|
387,866
|
|
|
30,000
|
|
|
2,674,404
|
|
|
3,092,270
|
|
||||
Payment-in-kind interest
|
2,668
|
|
|
715
|
|
|
7,564
|
|
|
10,947
|
|
||||
Accretion of discounts and premiums
|
—
|
|
|
922
|
|
|
10,095
|
|
|
11,017
|
|
||||
Repayments and sales of portfolio investments
|
(68,710
|
)
|
|
(26,676
|
)
|
|
(836,023
|
)
|
|
(931,409
|
)
|
||||
Transfers within Level 3(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Transfers in (out) of Level 3(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fair value as of June 30, 2013
|
$
|
811,634
|
|
|
$
|
42,443
|
|
|
$
|
3,318,663
|
|
|
$
|
4,172,740
|
|
|
Revolving Line of Credit
|
|
Senior Secured
Debt |
|
Subordinated Secured Debt
|
|
Subordinated Unsecured Debt
|
|
Small Business Loans
|
|
CLO
Debt |
|
CLO
Residual Interest |
|
Equity
|
|
Total
|
||||||||||||||||||
Fair value as of June 30, 2012
|
$
|
868
|
|
|
$
|
1,080,053
|
|
|
$
|
488,113
|
|
|
$
|
73,195
|
|
|
$
|
—
|
|
|
$
|
27,717
|
|
|
$
|
218,009
|
|
|
$
|
206,137
|
|
|
$
|
2,094,092
|
|
Total realized (loss) gain, net
|
—
|
|
|
(21,545
|
)
|
|
(22,001
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,186
|
|
|
(26,360
|
)
|
|||||||||
Change in unrealized (depreciation) appreciation
|
(232
|
)
|
|
3,197
|
|
|
19,265
|
|
|
(222
|
)
|
|
—
|
|
|
464
|
|
|
(5,981
|
)
|
|
(94,308
|
)
|
|
(77,817
|
)
|
|||||||||
Net realized and unrealized (loss) gain
|
(232
|
)
|
|
(18,348
|
)
|
|
(2,736
|
)
|
|
(222
|
)
|
|
—
|
|
|
464
|
|
|
(5,981
|
)
|
|
(77,122
|
)
|
|
(104,177
|
)
|
|||||||||
Purchases of portfolio investments
|
21,143
|
|
|
1,626,172
|
|
|
812,025
|
|
|
133,700
|
|
|
—
|
|
|
—
|
|
|
440,050
|
|
|
59,180
|
|
|
3,092,270
|
|
|||||||||
Payment-in-kind interest
|
—
|
|
|
4,401
|
|
|
3,687
|
|
|
2,859
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,947
|
|
|||||||||
Accretion of discounts and premiums
|
—
|
|
|
1,747
|
|
|
2,346
|
|
|
508
|
|
|
—
|
|
|
408
|
|
|
6,008
|
|
|
—
|
|
|
11,017
|
|
|||||||||
Repayments and sales of portfolio investments
|
(13,050
|
)
|
|
(499,900
|
)
|
|
(265,568
|
)
|
|
(121,213
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,678
|
)
|
|
(931,409
|
)
|
|||||||||
Transfers within Level 3(1)
|
—
|
|
|
12,966
|
|
|
(12,966
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Transfers in (out) of Level 3(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Fair value as of June 30, 2013
|
$
|
8,729
|
|
|
$
|
2,207,091
|
|
|
$
|
1,024,901
|
|
|
$
|
88,827
|
|
|
$
|
—
|
|
|
$
|
28,589
|
|
|
$
|
658,086
|
|
|
$
|
156,517
|
|
|
$
|
4,172,740
|
|
(1)
|
Transfers are assumed to have occurred at the beginning of the quarter during which the asset was transferred.
|
|
|
|
|
|
|
Unobservable Input
|
||||||
Asset Category
|
|
Fair Value
|
|
Primary Valuation Technique
|
|
Input
|
|
Range
|
|
Weighted
Average
|
||
Senior Secured Debt
|
|
$
|
2,550,073
|
|
|
Yield Analysis
|
|
Market Yield
|
|
5.5%-20.3%
|
|
11.1%
|
Senior Secured Debt
|
|
560,485
|
|
|
EV Analysis
|
|
EBITDA Multiple
|
|
3.5x-9.0x
|
|
7.1x
|
|
Senior Secured Debt
|
|
110,525
|
|
|
EV Analysis
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Senior Secured Debt
|
|
3,822
|
|
|
Liquidation Analysis
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Senior Secured Debt
|
|
292,079
|
|
|
Net Asset Value Analysis
|
|
Capitalization Rate
|
|
4.5%-10.0%
|
|
7.4%
|
|
Subordinated Secured Debt
|
|
832,181
|
|
|
Yield Analysis
|
|
Market Yield
|
|
8.7%-14.7%
|
|
10.9%
|
|
Subordinated Secured Debt
|
|
353,220
|
|
|
EV Analysis
|
|
EBITDA Multiple
|
|
4.5x-8.2x
|
|
6.2x
|
|
Subordinated Secured Debt
|
|
14,820
|
|
|
EV Analysis
|
|
Book Value Multiple
|
|
8.4x-8.9x
|
|
8.6x
|
|
Subordinated Unsecured Debt
|
|
85,531
|
|
|
Yield Analysis
|
|
Market Yield
|
|
7.4%-14.4%
|
|
12.1%
|
|
Small Business Whole Loans
|
|
4,252
|
|
|
Yield Analysis
|
|
Market Yield
|
|
75.5%-79.5%
|
|
77.5%
|
|
CLO Debt
|
|
33,199
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
4.2%-5.8%
|
|
4.9%
|
|
CLO Residual Interest
|
|
1,093,985
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
10.4%-23.7%
|
|
16.8%
|
|
Equity
|
|
237,162
|
|
|
EV Analysis
|
|
EBITDA Multiple
|
|
0.0x-15.3x
|
|
5.3x
|
|
Equity
|
|
3,171
|
|
|
Yield Analysis
|
|
Market Yield
|
|
13.7%-16.5%
|
|
15.1%
|
|
Equity
|
|
63,157
|
|
|
Net Asset Value Analysis
|
|
Capitalization Rate
|
|
4.5%-10.0%
|
|
7.4%
|
|
Equity
|
|
14,107
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
8.0%-10.0%
|
|
9.0%
|
|
Net Profits Interest
|
|
213
|
|
|
Liquidation Analysis
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Escrow Receivable
|
|
1,589
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
6.6%-7.8%
|
|
7.2%
|
|
Total Level 3 Investments
|
|
$
|
6,253,571
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unobservable Input
|
||||||
Asset Category
|
|
Fair Value
|
|
Primary Valuation Technique
|
|
Input
|
|
Range
|
|
Weighted Average
|
||
Senior Secured Debt
|
|
$
|
1,616,485
|
|
|
Yield Analysis
|
|
Market Yield
|
|
5.7%-20.8%
|
|
10.8%
|
Senior Secured Debt
|
|
468,082
|
|
|
EV Analysis
|
|
EBITDA Multiple
|
|
3.3x-8.8x
|
|
6.7x
|
|
Senior Secured Debt
|
|
5,361
|
|
|
Liquidation Analysis
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Senior Secured Debt
|
|
125,892
|
|
|
Net Asset Value Analysis
|
|
Capitalization Rate
|
|
5.0%-10.0%
|
|
7.5%
|
|
Subordinated Secured Debt
|
|
962,702
|
|
|
Yield Analysis
|
|
Market Yield
|
|
7.7%-19.8%
|
|
11.6%
|
|
Subordinated Secured Debt
|
|
62,199
|
|
|
EV Analysis
|
|
EBITDA Multiple
|
|
3.3x-7.0x
|
|
4.4x
|
|
Subordinated Unsecured Debt
|
|
69,127
|
|
|
Yield Analysis
|
|
Market Yield
|
|
6.1%-14.6%
|
|
10.7%
|
|
Subordinated Unsecured Debt
|
|
19,700
|
|
|
EV Analysis
|
|
EBITDA Multiple
|
|
5.5x-6.5x
|
|
6.0x
|
|
CLO Debt
|
|
28,589
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
12.1%-20.1%
|
|
15.7%
|
|
CLO Residual Interest
|
|
658,086
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
11.3%-19.8%
|
|
15.3%
|
|
Equity
|
|
151,855
|
|
|
EV Analysis
|
|
EBITDA Multiple
|
|
0.1x-8.8x
|
|
3.9x
|
|
Escrow Receivable
|
|
4,662
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
6.5%-7.0%
|
|
6.8%
|
|
Total Level 3 Investments
|
|
$
|
4,172,740
|
|
|
|
|
|
|
|
|
|
No.
|
|
Property Name
|
|
City
|
|
Acquisition
Date |
|
Purchase
Price |
|
Mortgage
Outstanding |
||||
1
|
|
Abbington Pointe
|
|
Marietta, GA
|
|
12/28/2012
|
|
$
|
23,500
|
|
|
$
|
15,275
|
|
2
|
|
Amberly Place
|
|
Tampa, FL
|
|
1/17/2013
|
|
63,400
|
|
|
39,600
|
|
||
3
|
|
Lofton Place
|
|
Tampa, FL
|
|
4/30/2013
|
|
26,000
|
|
|
16,965
|
|
||
4
|
|
Vista at Palma Sola
|
|
Bradenton, FL
|
|
4/30/2013
|
|
27,000
|
|
|
17,550
|
|
||
5
|
|
Arlington Park
|
|
Marietta, GA
|
|
5/8/2013
|
|
14,850
|
|
|
9,650
|
|
||
6
|
|
The Resort
|
|
Pembroke Pines, FL
|
|
6/24/2013
|
|
225,000
|
|
|
157,500
|
|
||
7
|
|
Cordova Regency
|
|
Pensacola, FL
|
|
11/15/2013
|
|
13,750
|
|
|
9,026
|
|
||
8
|
|
Crestview at Oakleigh
|
|
Pensacola, FL
|
|
11/15/2013
|
|
17,500
|
|
|
11,488
|
|
||
9
|
|
Inverness Lakes
|
|
Mobile, AL
|
|
11/15/2013
|
|
29,600
|
|
|
19,400
|
|
||
10
|
|
Kings Mill Apartments
|
|
Pensacola, FL
|
|
11/15/2013
|
|
20,750
|
|
|
13,622
|
|
||
11
|
|
Plantations at Pine Lake
|
|
Tallahassee, FL
|
|
11/15/2013
|
|
18,000
|
|
|
11,817
|
|
||
12
|
|
Verandas at Rocky Ridge
|
|
Birmingham, AL
|
|
11/15/2013
|
|
15,600
|
|
|
10,205
|
|
||
13
|
|
Crestview at Cordova
|
|
Pensacola, FL
|
|
1/17/2014
|
|
8,500
|
|
|
5,072
|
|
||
14
|
|
Plantations at Hillcrest
|
|
Mobile, AL
|
|
1/17/2014
|
|
6,930
|
|
|
5,094
|
|
||
15
|
|
Taco Bell, OK
|
|
Yukon, OK
|
|
6/4/2014
|
|
1,719
|
|
|
—
|
|
||
|
|
|
|
|
|
|
|
$
|
512,099
|
|
|
$
|
342,264
|
|
No.
|
|
Property Name
|
|
City
|
|
Acquisition
Date
|
|
Purchase
Price
|
|
Mortgage
Outstanding
|
||||
1
|
|
146 Forest Parkway
|
|
Forest Park, GA
|
|
10/24/2012
|
|
$
|
7,400
|
|
|
$
|
—
|
|
2
|
|
Bexley
|
|
Marietta, GA
|
|
11/1/2013
|
|
30,600
|
|
|
22,497
|
|
||
3
|
|
St. Marin
|
|
Coppell, TX
|
|
11/19/2013
|
|
73,078
|
|
|
53,863
|
|
||
4
|
|
Mission Gate
|
|
Plano, TX
|
|
11/19/2013
|
|
47,621
|
|
|
36,148
|
|
||
5
|
|
Vinings Corner
|
|
Smyrna, GA
|
|
11/19/2013
|
|
35,691
|
|
|
26,640
|
|
||
6
|
|
Central Park
|
|
Altamonte Springs, FL
|
|
11/19/2013
|
|
36,590
|
|
|
27,471
|
|
||
7
|
|
City West
|
|
Orlando, FL
|
|
11/19/2013
|
|
23,562
|
|
|
18,533
|
|
||
8
|
|
Matthews Reserve
|
|
Matthews, NC
|
|
11/19/2013
|
|
22,063
|
|
|
17,571
|
|
||
9
|
|
Indigo
|
|
Jacksonville, FL
|
|
12/31/2013
|
|
38,000
|
|
|
28,500
|
|
||
10
|
|
Island Club
|
|
Atlantic Beach, FL
|
|
1/31/2014
|
|
13,025
|
|
|
9,118
|
|
||
|
|
|
|
|
|
|
|
$
|
327,630
|
|
|
$
|
240,341
|
|
No.
|
|
Property Name
|
|
City
|
|
Acquisition
Date
|
|
Purchase
Price
|
|
Mortgage
Outstanding
|
||||
1
|
|
Eastwood Village
|
|
Stockbridge, GA
|
|
12/12/2013
|
|
$
|
25,957
|
|
|
$
|
19,785
|
|
2
|
|
Monterey Village
|
|
Jonesboro, GA
|
|
12/12/2013
|
|
11,501
|
|
|
9,193
|
|
||
3
|
|
Hidden Creek
|
|
Morrow, GA
|
|
12/12/2013
|
|
5,098
|
|
|
3,619
|
|
||
4
|
|
Meadow Springs
|
|
College Park, GA
|
|
12/12/2013
|
|
13,116
|
|
|
10,180
|
|
||
5
|
|
Meadow View
|
|
College Park, GA
|
|
12/12/2013
|
|
14,354
|
|
|
11,141
|
|
||
6
|
|
Peachtree Landing
|
|
Fairburn, GA
|
|
12/12/2013
|
|
17,224
|
|
|
13,575
|
|
||
7
|
|
Taco Bell, MO
|
|
Marshall, MO
|
|
6/4/2014
|
|
1,405
|
|
|
—
|
|
||
|
|
|
|
|
|
|
|
$
|
88,655
|
|
|
$
|
67,493
|
|
|
June 30, 2014
|
|
June 30, 2013
|
||||
Balance Sheet Data
|
|
|
|
||||
Cash and short-term investments
|
$
|
60,368
|
|
|
$
|
56,682
|
|
Finance receivables, net
|
385,875
|
|
|
378,327
|
|
||
Intangibles, including goodwill
|
137,696
|
|
|
161,008
|
|
||
Other assets
|
14,066
|
|
|
14,303
|
|
||
Total liabilities
|
611,237
|
|
|
545,778
|
|
||
Member's equity/(deficit)
|
(13,233
|
)
|
|
64,542
|
|
|
Twelve Months Ended June 30,
|
|
Period June 15, 2012 to
|
||||||||
|
2014
|
|
2013
|
|
June 30, 2012
|
||||||
Summary of Operations
|
|
|
|
|
|
||||||
Total revenue
|
$
|
201,725
|
|
|
$
|
188,672
|
|
|
$
|
6,947
|
|
Total expenses
|
237,884
|
|
|
211,573
|
|
|
11,674
|
|
|||
Net loss
|
$
|
(36,159
|
)
|
|
$
|
(22,901
|
)
|
|
$
|
(4,727
|
)
|
|
2015 Notes
|
|
|
2016 Notes
|
|
|
2017 Notes
|
|
|
2018 Notes
|
|
|
2019 Notes
|
|
|
2020 Notes
|
|
||||||
Initial conversion rate(1)
|
88.0902
|
|
|
78.3699
|
|
|
85.8442
|
|
|
82.3451
|
|
|
79.7766
|
|
|
80.6647
|
|
||||||
Initial conversion price
|
$
|
11.35
|
|
|
$
|
12.76
|
|
|
$
|
11.65
|
|
|
$
|
12.14
|
|
|
$
|
12.54
|
|
|
$
|
12.40
|
|
Conversion rate at June 30, 2014(1)(2)
|
89.0157
|
|
|
79.3176
|
|
|
86.9426
|
|
|
82.8631
|
|
|
79.7865
|
|
|
80.6647
|
|
||||||
Conversion price at June 30, 2014(2)(3)
|
$
|
11.23
|
|
|
$
|
12.61
|
|
|
$
|
11.50
|
|
|
$
|
12.07
|
|
|
$
|
12.53
|
|
|
$
|
12.40
|
|
Last conversion price calculation date
|
12/21/2013
|
|
|
2/18/2014
|
|
|
4/16/2014
|
|
|
8/14/2013
|
|
|
12/21/2013
|
|
|
4/11/2014
|
|
||||||
Dividend threshold amount (per share)(4)
|
$
|
0.101125
|
|
|
$
|
0.101150
|
|
|
$
|
0.101500
|
|
|
$
|
0.101600
|
|
|
$
|
0.110025
|
|
|
$
|
0.110525
|
|
(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.
|
Tenor at
Origination
(in years)
|
|
Principal
Amount
|
|
Interest Rate
Range
|
|
Weighted
Average
Interest Rate
|
|
Maturity Date Range
|
|||
3
|
|
$
|
5,710
|
|
|
4.00%
|
|
4.00
|
%
|
|
October 15, 2016
|
3.5
|
|
3,149
|
|
|
4.00%
|
|
4.00
|
%
|
|
April 15, 2017
|
|
4
|
|
45,751
|
|
|
3.75%–4.00%
|
|
3.92
|
%
|
|
November 15, 2017 – May 15, 2018
|
|
5
|
|
217,915
|
|
|
4.25%–5.00%
|
|
4.91
|
%
|
|
July 15, 2018 – August 15, 2019
|
|
5.5
|
|
43,820
|
|
|
4.75%–5.00%
|
|
4.77
|
%
|
|
February 15, 2019 – August 15, 2019
|
|
6.5
|
|
1,800
|
|
|
5.50%
|
|
5.50
|
%
|
|
February 15, 2020
|
|
7
|
|
62,409
|
|
|
5.25%–5.75%
|
|
5.44
|
%
|
|
July 15, 2020 – May 15, 2021
|
|
7.5
|
|
1,996
|
|
|
5.75%
|
|
5.75
|
%
|
|
February 15, 2021
|
|
10
|
|
23,850
|
|
|
5.75%–6.50%
|
|
5.91
|
%
|
|
January 15, 2024 – May 15, 2024
|
|
12
|
|
2,978
|
|
|
6.00%
|
|
6.00
|
%
|
|
November 15, 2025 – December 15, 2025
|
|
15
|
|
2,495
|
|
|
6.00%
|
|
6.00
|
%
|
|
August 15, 2028 – November 15, 2028
|
|
18
|
|
4,062
|
|
|
6.00%–6.25%
|
|
6.21
|
%
|
|
July 15, 2031 – August 15, 2031
|
|
20
|
|
2,791
|
|
|
6.00%
|
|
6.00
|
%
|
|
September 15, 2033 – October 15, 2033
|
|
25
|
|
34,886
|
|
|
6.25%–6.50%
|
|
6.39
|
%
|
|
August 15, 2038 – May 15, 2039
|
|
30
|
|
20,150
|
|
|
6.50%–6.75%
|
|
6.60
|
%
|
|
July 15, 2043 – October 15, 2043
|
|
|
|
$
|
473,762
|
|
|
|
|
|
|
|
Tenor at
Origination
(in years)
|
|
Principal
Amount
|
|
Interest Rate
Range
|
|
Weighted
Average
Interest Rate
|
|
Maturity Date Range
|
|||
7
|
|
$
|
190,937
|
|
|
4.00%–6.45%
|
|
5.35
|
%
|
|
July 15, 2019 – June 15, 2020
|
10
|
|
1,489
|
|
|
3.28%–3.78%
|
|
3.37
|
%
|
|
March 15, 2023 – April 15, 2023
|
|
15
|
|
15,000
|
|
|
5.00%
|
|
5.00
|
%
|
|
May 15, 2028 – June 15, 2028
|
|
18
|
|
22,157
|
|
|
4.125%–6.00%
|
|
5.34
|
%
|
|
December 15, 2030 – June 15, 2031
|
|
20
|
|
3,106
|
|
|
5.625%–5.75%
|
|
5.70
|
%
|
|
November 15, 2032 – December 15, 2032
|
|
30
|
|
110,450
|
|
|
5.50%–6.625%
|
|
6.15
|
%
|
|
November 15, 2042 – June 15, 2043
|
|
|
|
$
|
343,139
|
|
|
|
|
|
|
|
Tenor at
Origination
(in years)
|
|
Principal
Amount
|
|
Interest Rate
Range
|
|
Weighted
Average
Interest Rate
|
|
Maturity Date Range
|
|||
3
|
|
$
|
5,710
|
|
|
4.00%
|
|
4.00
|
%
|
|
October 15, 2016
|
3.5
|
|
3,149
|
|
|
4.00%
|
|
4.00
|
%
|
|
April 15, 2017
|
|
4
|
|
45,751
|
|
|
3.75%–4.00%
|
|
3.92
|
%
|
|
November 15, 2017 – May 15, 2018
|
|
5
|
|
212,915
|
|
|
4.25%–5.00%
|
|
4.92
|
%
|
|
July 15, 2018 – August 15, 2019
|
|
5.5
|
|
3,820
|
|
|
5.00%
|
|
5.00
|
%
|
|
February 15, 2019
|
|
6.5
|
|
1,800
|
|
|
5.50%
|
|
5.50
|
%
|
|
February 15, 2020
|
|
7
|
|
256,903
|
|
|
4.00%–6.55%
|
|
5.39
|
%
|
|
June 15, 2019 – May 15, 2021
|
|
7.5
|
|
1,996
|
|
|
5.75%
|
|
5.75
|
%
|
|
February 15, 2021
|
|
10
|
|
41,952
|
|
|
3.23%–7.00%
|
|
6.18
|
%
|
|
March 15, 2022 – May 15, 2024
|
|
12
|
|
2,978
|
|
|
6.00%
|
|
6.00
|
%
|
|
November 15, 2025 – December 15, 2025
|
|
15
|
|
17,465
|
|
|
5.00%–6.00%
|
|
5.14
|
%
|
|
May 15, 2028 – November 15, 2028
|
|
18
|
|
25,435
|
|
|
4.125%–6.25%
|
|
5.49
|
%
|
|
December 15, 2030 – August 15, 2031
|
|
20
|
|
5,847
|
|
|
5.625%–6.00%
|
|
5.85
|
%
|
|
November 15, 2032 – October 15, 2033
|
|
25
|
|
34,886
|
|
|
6.25%–6.50%
|
|
6.39
|
%
|
|
August 15, 2038 – May 15, 2039
|
|
30
|
|
125,063
|
|
|
5.50%–6.75%
|
|
6.22
|
%
|
|
November 15, 2042 – October 15, 2043
|
|
|
|
$
|
785,670
|
|
|
|
|
|
|
|
|
Tenor at
Origination
(in years)
|
|
Principal
Amount
|
|
Interest Rate
Range
|
|
Weighted
Average
Interest Rate
|
|
Maturity Date Range
|
|||
7
|
|
$
|
194,937
|
|
|
4.00%–6.55%
|
|
5.37
|
%
|
|
June 15, 2019 – June 15, 2020
|
10
|
|
18,127
|
|
|
3.28%–7.00%
|
|
6.56
|
%
|
|
March 15, 2022 – April 15, 2023
|
|
15
|
|
15,000
|
|
|
5.00%
|
|
5.00
|
%
|
|
May 15, 2028 – June 15, 2028
|
|
18
|
|
22,157
|
|
|
4.125%–6.00%
|
|
5.34
|
%
|
|
December 15, 2030 – June 15, 2031
|
|
20
|
|
3,106
|
|
|
5.625%–5.75%
|
|
5.70
|
%
|
|
November 15, 2032 – December 15, 2032
|
|
30
|
|
110,450
|
|
|
5.50%–6.625%
|
|
6.15
|
%
|
|
November 15, 2042 – June 15, 2043
|
|
|
|
$
|
363,777
|
|
|
|
|
|
|
|
|
June 30, 2014
|
|
June 30, 2013
|
||||||||||||
|
Maximum Draw Amount
|
|
Amount Outstanding
|
|
Maximum Draw Amount
|
|
Amount Outstanding
|
||||||||
Revolving Credit Facility
|
$
|
857,500
|
|
|
$
|
92,000
|
|
|
$
|
552,500
|
|
|
$
|
124,000
|
|
Senior Convertible Notes
|
1,247,500
|
|
|
1,247,500
|
|
|
847,500
|
|
|
847,500
|
|
||||
Senior Unsecured Notes
|
647,881
|
|
|
647,881
|
|
|
347,725
|
|
|
347,725
|
|
||||
Prospect Capital InterNotes
®
|
785,670
|
|
|
785,670
|
|
|
363,777
|
|
|
363,777
|
|
||||
Total
|
$
|
3,538,551
|
|
|
$
|
2,773,051
|
|
|
$
|
2,111,502
|
|
|
$
|
1,683,002
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than 1 Year
|
|
1 – 3 Years
|
|
3 – 5 Years
|
|
After 5 Years
|
||||||||||
Revolving Credit Facility
|
$
|
92,000
|
|
|
$
|
—
|
|
|
$
|
92,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Senior Convertible Notes
|
1,247,500
|
|
|
—
|
|
|
317,500
|
|
|
530,000
|
|
|
400,000
|
|
|||||
Senior Unsecured Notes
|
647,881
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
647,881
|
|
|||||
Prospect Capital InterNotes
®
|
785,670
|
|
|
—
|
|
|
8,859
|
|
|
261,456
|
|
|
515,355
|
|
|||||
Total Contractual Obligations
|
$
|
2,773,051
|
|
|
$
|
—
|
|
|
$
|
418,359
|
|
|
$
|
791,456
|
|
|
$
|
1,563,236
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than 1 Year
|
|
1 – 3 Years
|
|
3 – 5 Years
|
|
After 5 Years
|
||||||||||
Revolving Credit Facility
|
$
|
124,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
124,000
|
|
|
$
|
—
|
|
Senior Convertible Notes
|
847,500
|
|
|
—
|
|
|
150,000
|
|
|
297,500
|
|
|
400,000
|
|
|||||
Senior Unsecured Notes
|
347,725
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
347,725
|
|
|||||
Prospect Capital InterNotes
®
|
363,777
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
363,777
|
|
|||||
Total Contractual Obligations
|
$
|
1,683,002
|
|
|
$
|
—
|
|
|
$
|
150,000
|
|
|
$
|
421,500
|
|
|
$
|
1,111,502
|
|
|
Fair Value Hierarchy
|
|
|
||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Revolving Credit Facility(1)
|
$
|
—
|
|
|
$
|
92,000
|
|
|
$
|
—
|
|
|
$
|
92,000
|
|
Senior Convertible Notes(2)
|
—
|
|
|
1,293,495
|
|
|
—
|
|
|
1,293,495
|
|
||||
Senior Unsecured Notes(2)
|
—
|
|
|
679,816
|
|
|
—
|
|
|
679,816
|
|
||||
Prospect Capital InterNotes®(3)
|
—
|
|
|
766,660
|
|
|
—
|
|
|
766,660
|
|
||||
Total
|
$
|
—
|
|
|
$
|
2,831,971
|
|
|
$
|
—
|
|
|
$
|
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.
|
|
Fair Value Hierarchy
|
|
|
||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Revolving Credit Facility(1)
|
$
|
—
|
|
|
$
|
124,000
|
|
|
$
|
—
|
|
|
$
|
124,000
|
|
Senior Convertible Notes(2)
|
—
|
|
|
886,210
|
|
|
—
|
|
|
886,210
|
|
||||
Senior Unsecured Notes(2)
|
—
|
|
|
343,813
|
|
|
—
|
|
|
343,813
|
|
||||
Prospect Capital InterNotes®(3)
|
—
|
|
|
336,055
|
|
|
—
|
|
|
336,055
|
|
||||
Total
|
$
|
—
|
|
|
$
|
1,690,078
|
|
|
$
|
—
|
|
|
$
|
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.
|
Issuances of Common Stock
|
|
Number of
Shares Issued
|
|
Gross
Proceeds
|
|
Underwriting
Fees
|
|
Offering
Expenses
|
|
Average
Offering Price
|
|||||||||
During the year ended June 30, 2014:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
July 5, 2013 – August 21, 2013(1)
|
|
9,818,907
|
|
|
$
|
107,725
|
|
|
$
|
902
|
|
|
$
|
169
|
|
|
$
|
10.97
|
|
August 2, 2013(2)
|
|
1,918,342
|
|
|
21,006
|
|
|
—
|
|
|
—
|
|
|
$
|
10.95
|
|
|||
August 29, 2013 – November 4, 2013(1)
|
|
24,127,242
|
|
|
272,114
|
|
|
2,703
|
|
|
414
|
|
|
$
|
11.28
|
|
|||
November 12, 2013 – February 5, 2014(1)
|
|
27,301,889
|
|
|
307,045
|
|
|
3,069
|
|
|
436
|
|
|
$
|
11.25
|
|
|||
February 10, 2014 – April 9, 2014(1)
|
|
21,592,715
|
|
|
239,305
|
|
|
2,233
|
|
|
168
|
|
|
$
|
11.08
|
|
|||
March 31, 2014(2)
|
|
2,306,294
|
|
|
24,908
|
|
|
—
|
|
|
—
|
|
|
$
|
10.80
|
|
|||
April 15, 2014 – May 2, 2014(1)
|
|
5,213,900
|
|
|
56,995
|
|
|
445
|
|
|
193
|
|
|
$
|
10.93
|
|
|||
May 5, 2014(2)
|
|
1,102,313
|
|
|
11,916
|
|
|
—
|
|
|
—
|
|
|
$
|
10.81
|
|
|||
During the year ended June 30, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
July 2, 2012 – July 12, 2012(1)
|
|
2,247,275
|
|
|
26,040
|
|
|
260
|
|
|
—
|
|
|
$
|
11.59
|
|
|||
July 16, 2012
|
|
21,000,000
|
|
|
234,150
|
|
|
2,100
|
|
|
62
|
|
|
$
|
11.15
|
|
|||
July 27, 2012
|
|
3,150,000
|
|
|
35,123
|
|
|
315
|
|
|
—
|
|
|
$
|
11.15
|
|
|||
September 13, 2012 – October 9, 2012(1)
|
|
8,010,357
|
|
|
94,610
|
|
|
946
|
|
|
638
|
|
|
$
|
11.81
|
|
|||
November 7, 2012
|
|
35,000,000
|
|
|
388,500
|
|
|
4,550
|
|
|
814
|
|
|
$
|
11.10
|
|
|||
December 13, 2012(2)
|
|
467,928
|
|
|
5,021
|
|
|
—
|
|
|
—
|
|
|
$
|
10.73
|
|
|||
December 28, 2012(2)
|
|
897,906
|
|
|
9,581
|
|
|
—
|
|
|
—
|
|
|
$
|
10.67
|
|
|||
December 31, 2012(2)
|
|
4,141,547
|
|
|
44,649
|
|
|
—
|
|
|
—
|
|
|
$
|
10.78
|
|
|||
January 7, 2013 – February 5, 2013(1)
|
|
10,248,051
|
|
|
115,315
|
|
|
1,153
|
|
|
—
|
|
|
$
|
11.25
|
|
|||
February 14, 2013 – May 3, 2013(1)
|
|
17,230,253
|
|
|
191,893
|
|
|
1,788
|
|
|
56
|
|
|
$
|
11.14
|
|
|||
May 14, 2013 – May 31, 2013(1)
|
|
4,359,200
|
|
|
47,528
|
|
|
399
|
|
|
245
|
|
|
$
|
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.
|
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Amount Per Share
|
|
Amount Distributed (in thousands)
|
||||
5/7/2012
|
|
7/31/2012
|
|
8/24/2012
|
|
$
|
0.101575
|
|
|
$
|
16,886
|
|
5/7/2012
|
|
8/31/2012
|
|
9/21/2012
|
|
0.101600
|
|
|
16,897
|
|
||
8/21/2012
|
|
9/28/2012
|
|
10/24/2012
|
|
0.101625
|
|
|
17,597
|
|
||
8/21/2012
|
|
10/31/2012
|
|
11/22/2012
|
|
0.101650
|
|
|
17,736
|
|
||
11/7/2012
|
|
11/30/2012
|
|
12/20/2012
|
|
0.101675
|
|
|
21,308
|
|
||
12/7/2012
|
|
12/31/2012
|
|
1/23/2013
|
|
0.110000
|
|
|
23,669
|
|
||
12/7/2012
|
|
1/31/2013
|
|
2/20/2013
|
|
0.110025
|
|
|
24,641
|
|
||
2/7/2013
|
|
2/28/2013
|
|
3/21/2013
|
|
0.110050
|
|
|
25,307
|
|
||
2/7/2013
|
|
3/29/2013
|
|
4/18/2013
|
|
0.110075
|
|
|
26,267
|
|
||
2/7/2013
|
|
4/30/2013
|
|
5/23/2013
|
|
0.110100
|
|
|
26,620
|
|
||
5/6/2013
|
|
5/31/2013
|
|
6/20/2013
|
|
0.110125
|
|
|
27,280
|
|
||
5/6/2013
|
|
6/28/2013
|
|
7/18/2013
|
|
0.110150
|
|
|
27,299
|
|
||
Total declared and payable for 2013
|
|
|
$
|
271,507
|
|
|||||||
|
|
|
|
|
|
|
|
|
||||
5/6/2013
|
|
7/31/2013
|
|
8/22/2013
|
|
$
|
0.110175
|
|
|
$
|
28,001
|
|
5/6/2013
|
|
8/30/2013
|
|
9/19/2013
|
|
0.110200
|
|
|
28,759
|
|
||
6/17/2013
|
|
9/30/2013
|
|
10/24/2013
|
|
0.110225
|
|
|
29,915
|
|
||
6/17/2013
|
|
10/31/2013
|
|
11/21/2013
|
|
0.110250
|
|
|
31,224
|
|
||
6/17/2013
|
|
11/29/2013
|
|
12/19/2013
|
|
0.110275
|
|
|
32,189
|
|
||
6/17/2013
|
|
12/31/2013
|
|
1/23/2014
|
|
0.110300
|
|
|
33,229
|
|
||
8/21/2013
|
|
1/31/2014
|
|
2/20/2014
|
|
0.110325
|
|
|
34,239
|
|
||
8/21/2013
|
|
2/28/2014
|
|
3/20/2014
|
|
0.110350
|
|
|
35,508
|
|
||
8/21/2013
|
|
3/31/2014
|
|
4/17/2014
|
|
0.110375
|
|
|
36,810
|
|
||
11/4/2013
|
|
4/30/2014
|
|
5/22/2014
|
|
0.110400
|
|
|
37,649
|
|
||
11/4/2013
|
|
5/30/2014
|
|
6/19/2014
|
|
0.110425
|
|
|
37,822
|
|
||
11/4/2013
|
|
6/30/2014
|
|
7/24/2014
|
|
0.110450
|
|
|
37,843
|
|
||
Total declared and payable for 2014
|
|
|
$
|
403,188
|
|
•
|
$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.
|
|
|
Year Ended June 30,
|
||||||||||
Income Source
|
|
2014
|
|
2013
|
|
2012
|
||||||
Structuring, advisory and amendment fees (refer to Note 3)
|
|
$
|
59,527
|
|
|
$
|
53,708
|
|
|
$
|
35,976
|
|
Recovery of legal costs from prior periods from legal settlement
|
|
5,825
|
|
|
—
|
|
|
—
|
|
|||
Royalty interests
|
|
5,893
|
|
|
4,122
|
|
|
224
|
|
|||
Administrative agent fees
|
|
468
|
|
|
346
|
|
|
293
|
|
|||
Total Other Income
|
|
$
|
71,713
|
|
|
$
|
58,176
|
|
|
$
|
36,493
|
|
|
|
Year Ended June 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net increase in net assets resulting from operations
|
|
$
|
319,020
|
|
|
$
|
220,856
|
|
|
$
|
190,904
|
|
Weighted average common shares outstanding
|
|
300,283,941
|
|
|
207,069,971
|
|
|
114,394,554
|
|
|||
Net increase in net assets resulting from operations per share
|
|
$
|
1.06
|
|
|
$
|
1.07
|
|
|
$
|
1.67
|
|
|
|
Tax Year Ended August 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Ordinary income
|
|
$
|
282,621
|
|
|
$
|
147,204
|
|
|
$
|
76,680
|
|
Capital gain
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Return of capital
|
|
—
|
|
|
—
|
|
|
33,218
|
|
|||
Total dividends paid to shareholders
|
|
$
|
282,621
|
|
|
$
|
147,204
|
|
|
$
|
109,898
|
|
|
|
Tax Year Ended August 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net increase in net assets resulting from operations
|
|
$
|
238,721
|
|
|
$
|
208,331
|
|
|
$
|
119,281
|
|
Net realized loss (gain) on investments
|
|
24,632
|
|
|
(38,363
|
)
|
|
(16,465
|
)
|
|||
Net unrealized depreciation (appreciation) on investments
|
|
77,835
|
|
|
32,367
|
|
|
(7,552
|
)
|
|||
Other temporary book-to-tax differences
|
|
(4,357
|
)
|
|
(1,078
|
)
|
|
1,417
|
|
|||
Permanent differences
|
|
5,939
|
|
|
(6,103
|
)
|
|
(20,000
|
)
|
|||
Taxable income before deductions for distributions
|
|
$
|
342,770
|
|
|
$
|
195,154
|
|
|
$
|
76,681
|
|
•
|
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 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).
|
July 1, 2011 to June 30, 2012
|
$
|
—
|
|
July 1, 2012 to June 30, 2013
|
—
|
|
|
July 1, 2013 to June 30, 2014
|
7,000
|
|
July 1, 2011 to June 30, 2012
|
$
|
—
|
|
July 1, 2012 to June 30, 2013
|
—
|
|
|
July 1, 2013 to June 30, 2014
|
12,000
|
|
July 1, 2011 to June 30, 2012
|
$
|
650
|
|
July 1, 2012 to June 30, 2013
|
550
|
|
|
July 1, 2013 to June 30, 2014
|
644
|
|
July 1, 2011 to June 30, 2012
|
$
|
3,617
|
|
July 1, 2012 to June 30, 2013
|
3,536
|
|
|
July 1, 2013 to June 30, 2014
|
3,420
|
|
July 1, 2011 to June 30, 2012
|
$
|
2,282
|
|
July 1, 2012 to June 30, 2013
|
2,286
|
|
|
July 1, 2013 to June 30, 2014
|
3,159
|
|
July 1, 2011 to June 30, 2012
|
$
|
—
|
|
July 1, 2012 to June 30, 2013
|
—
|
|
|
July 1, 2013 to June 30, 2014
|
295
|
|
July 1, 2011 to June 30, 2012
|
$
|
375
|
|
July 1, 2012 to June 30, 2013
|
225
|
|
|
July 1, 2013 to June 30, 2014
|
300
|
|
July 1, 2011 to June 30, 2012
|
$
|
—
|
|
July 1, 2011 to June 30, 2012
|
8
|
|
|
July 1, 2013 to June 30, 2014
|
—
|
|
October 24, 2012 to June 30, 2013
|
$
|
1,676
|
|
July 1, 2013 to June 30, 2014
|
175,972
|
|
October 24, 2012 to June 30, 2013
|
$
|
2,006
|
|
July 1, 2013 to June 30, 2014
|
9,844
|
|
October 24, 2012 to June 30, 2013
|
$
|
—
|
|
July 1, 2013 to June 30, 2014
|
4,279
|
|
October 24, 2012 to June 30, 2013
|
$
|
78
|
|
July 1, 2013 to June 30, 2014
|
999
|
|
October 24, 2012 to June 30, 2013
|
$
|
—
|
|
July 1, 2013 to June 30, 2014
|
419
|
|
October 24, 2012 to June 30, 2013
|
$
|
148
|
|
July 1, 2013 to June 30, 2014
|
784
|
|
June 30, 2013
|
$
|
76
|
|
June 30, 2014
|
148
|
|
June 30, 2013
|
$
|
13
|
|
June 30, 2014
|
202
|
|
June 30, 2013
|
$
|
—
|
|
June 30, 2014
|
148
|
|
May 5, 2014 to June 30, 2014
|
$
|
1,050
|
|
May 5, 2014 to June 30, 2014
|
$
|
15
|
|
June 30, 2014
|
$
|
6
|
|
July 1, 2011 to June 30, 2012
|
$
|
440
|
|
July 1, 2012 to June 30, 2013
|
357
|
|
|
July 1, 2013 to June 30, 2014
|
400
|
|
July 1, 2011 to June 30, 2012
|
$
|
2,003
|
|
July 1, 2012 to June 30, 2013
|
3,052
|
|
|
July 1, 2013 to June 30, 2014
|
929
|
|
July 1, 2011 to June 30, 2012
|
$
|
2,847
|
|
July 1, 2012 to June 30, 2013
|
2,124
|
|
|
July 1, 2013 to June 30, 2014
|
1,873
|
|
December 13, 2012 to June 30, 2013
|
$
|
—
|
|
July 1, 2013 to June 30, 2014
|
309
|
|
July 1, 2011 to June 30, 2012
|
$
|
315
|
|
July 1, 2012 to June 30, 2013
|
90
|
|
|
July 1, 2013 to June 30, 2014
|
80
|
|
July 1, 2011 to June 30, 2012
|
$
|
—
|
|
July 1, 2012 to June 30, 2013
|
49
|
|
|
July 1, 2013 to June 30, 2014
|
14
|
|
December 13, 2012 to June 30, 2013
|
$
|
—
|
|
July 1, 2013 to June 30, 2014
|
500
|
|
December 13, 2012 to June 30, 2013
|
$
|
795
|
|
July 1, 2013 to June 30, 2014
|
1,265
|
|
December 13, 2012 to June 30, 2013
|
$
|
—
|
|
July 1, 2013 to June 30, 2014
|
500
|
|
December 13, 2012 to June 30, 2013
|
$
|
642
|
|
July 1, 2013 to June 30, 2014
|
906
|
|
December 13, 2012 to June 30, 2013
|
$
|
159
|
|
July 1, 2013 to June 30, 2014
|
557
|
|
December 13, 2012 to June 30, 2013
|
$
|
991
|
|
July 1, 2013 to June 30, 2014
|
1,822
|
|
July 1, 2013 to June 30, 2014
|
$
|
27
|
|
December 13, 2012 to June 30, 2013
|
$
|
32
|
|
July 1, 2013 to June 30, 2014
|
71
|
|
December 13, 2012 to June 30, 2013
|
$
|
225
|
|
July 1, 2013 to June 30, 2014
|
562
|
|
December 13, 2012 to June 30, 2013
|
$
|
132
|
|
July 1, 2013 to June 30, 2014
|
240
|
|
December 13, 2012 to June 30, 2013
|
$
|
215
|
|
July 1, 2013 to June 30, 2014
|
249
|
|
June 30, 2013
|
$
|
—
|
|
June 30, 2014
|
10
|
|
August 2, 2013 to June 30, 2014
|
$
|
8,083
|
|
August 2, 2013 to June 30, 2014
|
$
|
1,657
|
|
April 1, 2014 to June 30, 2014
|
$
|
4,118
|
|
July 1, 2013 to June 30, 2014
|
$
|
275
|
|
June 30, 2014
|
$
|
75
|
|
July 1, 2013 to June 30, 2014
|
$
|
609
|
|
December 28, 2012 to June 30, 2013
|
$
|
4,796
|
|
July 1, 2013 to June 30, 2014
|
10,431
|
|
July 1, 2013 to June 30, 2014
|
$
|
36,333
|
|
December 28, 2012 to June 30, 2013
|
$
|
3,893
|
|
July 1, 2013 to June 30, 2014
|
7,845
|
|
December 28, 2012 to June 30, 2013
|
$
|
240
|
|
July 1, 2013 to June 30, 2014
|
521
|
|
July 1, 2013 to June 30, 2014
|
$
|
4,841
|
|
December 28, 2012 to June 30, 2013
|
$
|
350
|
|
July 1, 2013 to June 30, 2014
|
700
|
|
December 28, 2012 to June 30, 2013
|
$
|
292
|
|
July 1, 2013 to June 30, 2014
|
131
|
|
June 30, 2013
|
$
|
—
|
|
June 30, 2014
|
20
|
|
June 30, 2013
|
$
|
17
|
|
June 30, 2014
|
—
|
|
June 30, 2013
|
$
|
—
|
|
June 30, 2014
|
38
|
|
June 30, 2013
|
$
|
175
|
|
June 30, 2014
|
175
|
|
March 31, 2014 to June 30, 2014
|
$
|
2,809
|
|
June 30, 2014
|
$
|
78
|
|
March 31, 2014 to June 30, 2014
|
$
|
664
|
|
July 1, 2011 to June 30, 2012
|
$
|
47,850
|
|
July 1, 2012 to June 30, 2013
|
53,820
|
|
|
July 1, 2013 to June 30, 2014
|
—
|
|
July 1, 2011 to June 30, 2012
|
$
|
—
|
|
July 1, 2012 to June 30, 2013
|
28,500
|
|
|
July 1, 2013 to June 30, 2014
|
8,500
|
|
July 1, 2011 to June 30, 2012
|
$
|
6,771
|
|
July 1, 2012 to June 30, 2013
|
24,172
|
|
|
July 1, 2013 to June 30, 2014
|
5,368
|
|
July 1, 2011 to June 30, 2012
|
$
|
326
|
|
July 1, 2012 to June 30, 2013
|
637
|
|
|
July 1, 2013 to June 30, 2014
|
641
|
|
July 1, 2011 to June 30, 2012
|
$
|
—
|
|
July 1, 2012 to June 30, 2013
|
—
|
|
|
July 1, 2013 to June 30, 2014
|
1,023
|
|
July 1, 2011 to June 30, 2012
|
$
|
—
|
|
July 1, 2012 to June 30, 2013
|
—
|
|
|
July 1, 2013 to June 30, 2014
|
1,213
|
|
June 30, 2012
|
$
|
45
|
|
June 30, 2013
|
—
|
|
|
June 30, 2014
|
—
|
|
July 1, 2011 to June 30, 2012
|
$
|
180
|
|
July 1, 2012 to June 30, 2013
|
180
|
|
|
July 1, 2013 to June 30, 2014
|
180
|
|
June 30, 2012
|
$
|
—
|
|
June 30, 2013
|
45
|
|
|
June 30, 2014
|
45
|
|
July 1, 2011 to June 30, 2012
|
$
|
—
|
|
July 1, 2012 to June 30, 2013
|
119
|
|
|
July 1, 2013 to June 30, 2014
|
38
|
|
June 15, 2012 to June 30, 2012
|
$
|
—
|
|
July 1, 2012 to June 30, 2013
|
48,520
|
|
|
July 1, 2013 to June 30, 2014
|
50,976
|
|
June 15, 2012 to June 30, 2012
|
$
|
—
|
|
July 1, 2012 to June 30, 2013
|
7,614
|
|
|
July 1, 2013 to June 30, 2014
|
—
|
|
June 15, 2012 to June 30, 2012
|
$
|
2,312
|
|
July 1, 2012 to June 30, 2013
|
52,476
|
|
|
July 1, 2013 to June 30, 2014
|
51,791
|
|
June 15, 2012 to June 30, 2012
|
$
|
—
|
|
July 1, 2012 to June 30, 2013
|
—
|
|
|
July 1, 2013 to June 30, 2014
|
831
|
|
December 13, 2012 to June 30, 2013
|
$
|
—
|
|
July 1, 2013 to June 30, 2014
|
1,698
|
|
June 15, 2012 to June 30, 2012
|
$
|
—
|
|
July 1, 2012 to June 30, 2013
|
2,416
|
|
|
July 1, 2013 to June 30, 2014
|
2,560
|
|
June 15, 2012 to June 30, 2012
|
$
|
—
|
|
July 1, 2012 to June 30, 2013
|
1,920
|
|
|
July 1, 2013 to June 30, 2014
|
3,000
|
|
June 15, 2012 to June 30, 2012
|
$
|
940
|
|
July 1, 2012 to June 30, 2013
|
—
|
|
|
July 1, 2013 to June 30, 2014
|
243
|
|
June 30, 2013
|
$
|
42
|
|
June 30, 2014
|
37
|
|
November 8, 2013 to June 30, 2014
|
$
|
1,449
|
|
November 8, 2013 to June 30, 2014
|
$
|
342
|
|
November 8, 2013 to June 30, 2014
|
$
|
4
|
|
March 31, 2014 to June 30, 2014
|
$
|
55
|
|
March 31, 2014 to June 30, 2014
|
$
|
6,825
|
|
March 31, 2014 to June 30, 2014
|
$
|
125
|
|
March 31, 2014 to June 30, 2014
|
$
|
1,761
|
|
July 1, 2011 to June 30, 2012
|
$
|
—
|
|
July 1, 2012 to June 30, 2013
|
—
|
|
|
July 1, 2013 to June 30, 2014
|
450
|
|
September 19, 2013 to June 30, 2014
|
$
|
1,628
|
|
September 19, 2013 to June 30, 2014
|
$
|
455
|
|
September 19, 2013 to June 30, 2014
|
$
|
3,001
|
|
September 19, 2013 to June 30, 2014
|
$
|
177
|
|
September 19, 2013 to June 30, 2014
|
$
|
1,515
|
|
September 19, 2013 to June 30, 2014
|
$
|
150
|
|
September 19, 2013 to June 30, 2014
|
$
|
495
|
|
June 30, 2014
|
$
|
75
|
|
June 30, 2014
|
$
|
3
|
|
January 31, 2013 to June 30, 2013
|
$
|
2,615
|
|
July 1, 2013 to June 30, 2014
|
7,074
|
|
January 31, 2013 to June 30, 2013
|
$
|
—
|
|
July 1, 2013 to June 30, 2014
|
5,000
|
|
January 31, 2013 to June 30, 2013
|
$
|
1,788
|
|
July 1, 2013 to June 30, 2014
|
4,322
|
|
January 31, 2013 to June 30, 2013
|
$
|
—
|
|
July 1, 2013 to June 30, 2014
|
107
|
|
January 31, 2013 to June 30, 2013
|
$
|
131
|
|
July 1, 2013 to June 30, 2014
|
354
|
|
January 31, 2013 to June 30, 2013
|
$
|
167
|
|
July 1, 2013 to June 30, 2014
|
400
|
|
January 31, 2013 to June 30, 2013
|
$
|
163
|
|
July 1, 2013 to June 30, 2014
|
—
|
|
January 31, 2013 to June 30, 2013
|
$
|
—
|
|
July 1, 2013 to June 30, 2014
|
234
|
|
June 30, 2013
|
$
|
—
|
|
June 30, 2014
|
2
|
|
June 30, 2013
|
$
|
7
|
|
June 30, 2014
|
—
|
|
July 1, 2011 to June 30, 2012
|
$
|
428
|
|
July 1, 2012 to June 30, 2013
|
426
|
|
|
July 1, 2013 to June 30, 2014
|
192
|
|
July 1, 2011 to June 30, 2012
|
$
|
3,255
|
|
July 1, 2012 to June 30, 2013
|
2,600
|
|
|
July 1, 2013 to June 30, 2014
|
1,859
|
|
July 1, 2011 to June 30, 2012
|
$
|
361
|
|
July 1, 2012 to June 30, 2013
|
500
|
|
|
July 1, 2013 to June 30, 2014
|
100
|
|
June 30, 2013
|
$
|
100
|
|
June 30, 2014
|
300
|
|
July 1, 2011 to June 30, 2012
|
$
|
—
|
|
July 1, 2012 to June 30, 2013
|
12
|
|
|
July 1, 2013 to June 30, 2014
|
—
|
|
December 31, 2013 to June 30, 2014
|
$
|
106,810
|
|
December 31, 2013 to June 30, 2014
|
$
|
9,900
|
|
December 31, 2013 to June 30, 2014
|
$
|
2,406
|
|
December 31, 2013 to June 30, 2014
|
$
|
3,117
|
|
December 31, 2013 to June 30, 2014
|
$
|
278
|
|
December 31, 2013 to June 30, 2014
|
$
|
288
|
|
December 31, 2013 to June 30, 2014
|
$
|
255
|
|
June 30, 2014
|
$
|
128
|
|
June 30, 2014
|
$
|
7
|
|
July 1, 2011 to June 30, 2012
|
$
|
283
|
|
July 1, 2012 to June 30, 2013
|
24,462
|
|
|
July 1, 2013 to June 30, 2014
|
1,100
|
|
July 1, 2011 to June 30, 2012
|
$
|
—
|
|
July 1, 2012 to June 30, 2013
|
781
|
|
|
July 1, 2013 to June 30, 2014
|
3,188
|
|
June 30, 2012
|
$
|
—
|
|
June 30, 2013
|
27
|
|
|
June 30, 2014
|
—
|
|
July 1, 2011 to June 30, 2012
|
$
|
174
|
|
July 1, 2012 to June 30, 2013
|
180
|
|
|
July 1, 2013 to June 30, 2014
|
180
|
|
June 30, 2012
|
$
|
45
|
|
June 30, 2013
|
15
|
|
|
June 30, 2014
|
45
|
|
July 1, 2011 to June 30, 2012
|
$
|
—
|
|
July 1, 2012 to June 30, 2013
|
37
|
|
|
July 1, 2013 to June 30, 2014
|
—
|
|
December 31, 2013 to June 30, 2014
|
$
|
20,086
|
|
December 31, 2013 to June 30, 2014
|
$
|
375
|
|
December 31, 2013 to June 30, 2014
|
$
|
553
|
|
December 31, 2013 to June 30, 2014
|
$
|
69
|
|
December 31, 2013 to June 30, 2014
|
$
|
87
|
|
December 31, 2013 to June 30, 2014
|
$
|
100
|
|
December 31, 2012 to June 30, 2013
|
$
|
1,865
|
|
July 1, 2013 to June 30, 2014
|
2,953
|
|
December 31, 2012 to June 30, 2013
|
$
|
—
|
|
July 1, 2013 to June 30, 2014
|
20,471
|
|
December 31, 2012 to June 30, 2013
|
$
|
100
|
|
July 1, 2013 to June 30, 2014
|
200
|
|
December 31, 2012 to June 30, 2013
|
$
|
1,489
|
|
July 1, 2013 to June 30, 2014
|
3,161
|
|
December 31, 2012 to June 30, 2013
|
$
|
1,489
|
|
July 1, 2013 to June 30, 2014
|
3,161
|
|
December 31, 2012 to June 30, 2013
|
$
|
408
|
|
July 1, 2013 to June 30, 2014
|
820
|
|
December 31, 2012 to June 30, 2013
|
$
|
125
|
|
July 1, 2013 to June 30, 2014
|
255
|
|
December 31, 2012 to June 30, 2013
|
$
|
—
|
|
July 1, 2013 to June 30, 2014
|
74
|
|
December 31, 2012 to June 30, 2013
|
$
|
—
|
|
July 1, 2013 to June 30, 2014
|
29
|
|
December 31, 2012 to June 30, 2013
|
$
|
98
|
|
July 1, 2013 to June 30, 2014
|
148
|
|
December 31, 2012 to June 30, 2013
|
$
|
150
|
|
July 1, 2013 to June 30, 2014
|
300
|
|
December 31, 2012 to June 30, 2013
|
$
|
345
|
|
July 1, 2013 to June 30, 2014
|
91
|
|
June 30, 2013
|
$
|
27
|
|
June 30, 2014
|
—
|
|
June 30, 2012
|
$
|
—
|
|
July 1, 2012 to June 30, 2013
|
452
|
|
|
July 1, 2013 to June 30, 2014
|
—
|
|
|
Year Ended June 30,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Per Share Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Net asset value at beginning of year
|
$
|
10.72
|
|
|
$
|
10.83
|
|
|
$
|
10.36
|
|
|
$
|
10.30
|
|
|
$
|
12.40
|
|
Net investment income(1)
|
1.19
|
|
|
1.57
|
|
|
1.63
|
|
|
1.10
|
|
|
1.13
|
|
|||||
Net realized (loss) gain on investments(1)
|
(0.01
|
)
|
|
(0.13
|
)
|
|
0.32
|
|
|
0.19
|
|
|
(0.87
|
)
|
|||||
Net change in unrealized (depreciation) appreciation on investments(1)
|
(0.12
|
)
|
|
(0.37
|
)
|
|
(0.28
|
)
|
|
0.09
|
|
|
0.07
|
|
|||||
Dividends to shareholders
|
(1.32
|
)
|
|
(1.28
|
)
|
|
(1.22
|
)
|
|
(1.21
|
)
|
|
(1.33
|
)
|
|||||
Common stock transactions(2)
|
0.10
|
|
|
0.10
|
|
|
0.02
|
|
|
(0.11
|
)
|
|
(1.22
|
)
|
|||||
Fair value of equity issued for Patriot acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.12
|
|
|||||
Net asset value at end of year
|
$
|
10.56
|
|
|
$
|
10.72
|
|
|
$
|
10.83
|
|
|
$
|
10.36
|
|
|
$
|
10.30
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Per share market value at end of year
|
$
|
10.63
|
|
|
$
|
10.80
|
|
|
$
|
11.39
|
|
|
$
|
10.11
|
|
|
$
|
9.65
|
|
Total return based on market value(3)
|
10.88
|
%
|
|
6.24
|
%
|
|
27.21
|
%
|
|
17.22
|
%
|
|
17.66
|
%
|
|||||
Total return based on net asset value(3)
|
10.97
|
%
|
|
10.91
|
%
|
|
18.03
|
%
|
|
12.54
|
%
|
|
(6.82
|
%)
|
|||||
Shares of common stock outstanding at end of year
|
342,626,637
|
|
|
247,836,965
|
|
|
139,633,870
|
|
|
107,606,690
|
|
|
69,086,862
|
|
|||||
Weighted average shares of common stock outstanding
|
300,283,941
|
|
|
207,069,971
|
|
|
114,394,554
|
|
|
85,978,757
|
|
|
59,429,222
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratios/Supplemental Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net assets at end of year
|
$
|
3,618,182
|
|
|
$
|
2,656,494
|
|
|
$
|
1,511,974
|
|
|
$
|
1,114,357
|
|
|
$
|
711,424
|
|
Portfolio turnover rate
|
15.21
|
%
|
|
29.24
|
%
|
|
29.06
|
%
|
|
27.63
|
%
|
|
21.61
|
%
|
|||||
Annualized ratio of operating expenses to average net assets
|
11.11
|
%
|
|
11.50
|
%
|
|
10.73
|
%
|
|
8.47
|
%
|
|
7.54
|
%
|
|||||
Annualized ratio of net investment income to average net assets
|
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.
|
|
|
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
|
|
$
|
55,342
|
|
|
$
|
0.51
|
|
|
$
|
27,877
|
|
|
$
|
0.26
|
|
|
$
|
12,023
|
|
|
$
|
0.11
|
|
|
$
|
39,900
|
|
|
$
|
0.37
|
|
December 31, 2011
|
|
67,263
|
|
|
0.61
|
|
|
36,508
|
|
|
0.33
|
|
|
27,984
|
|
|
0.26
|
|
|
64,492
|
|
|
0.59
|
|
||||||||
March 31, 2012
|
|
95,623
|
|
|
0.84
|
|
|
58,072
|
|
|
0.51
|
|
|
(7,863
|
)
|
|
(0.07
|
)
|
|
50,209
|
|
|
0.44
|
|
||||||||
June 30, 2012
|
|
102,682
|
|
|
0.82
|
|
|
64,227
|
|
|
0.52
|
|
|
(27,924
|
)
|
|
(0.22
|
)
|
|
36,303
|
|
|
0.29
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
September 30, 2012
|
|
123,636
|
|
|
0.76
|
|
|
74,027
|
|
|
0.46
|
|
|
(26,778
|
)
|
|
(0.17
|
)
|
|
47,249
|
|
|
0.29
|
|
||||||||
December 31, 2012
|
|
166,035
|
|
|
0.85
|
|
|
99,216
|
|
|
0.51
|
|
|
(52,727
|
)
|
|
(0.27
|
)
|
|
46,489
|
|
|
0.24
|
|
||||||||
March 31, 2013
|
|
120,195
|
|
|
0.53
|
|
|
59,585
|
|
|
0.26
|
|
|
(15,156
|
)
|
|
(0.07
|
)
|
|
44,429
|
|
|
0.20
|
|
||||||||
June 30, 2013
|
|
166,470
|
|
|
0.68
|
|
|
92,096
|
|
|
0.38
|
|
|
(9,407
|
)
|
|
(0.04
|
)
|
|
82,689
|
|
|
0.34
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
September 30, 2013
|
|
161,034
|
|
|
0.62
|
|
|
82,337
|
|
|
0.32
|
|
|
(2,437
|
)
|
|
(0.01
|
)
|
|
79,900
|
|
|
0.31
|
|
||||||||
December 31, 2013
|
|
178,090
|
|
|
0.62
|
|
|
92,215
|
|
|
0.32
|
|
|
(6,853
|
)
|
|
(0.02
|
)
|
|
85,362
|
|
|
0.30
|
|
||||||||
March 31, 2014
|
|
190,327
|
|
|
0.60
|
|
|
98,523
|
|
|
0.31
|
|
|
(16,422
|
)
|
|
(0.06
|
)
|
|
82,101
|
|
|
0.26
|
|
||||||||
June 30, 2014
|
|
182,840
|
|
|
0.54
|
|
|
84,148
|
|
|
0.25
|
|
|
(12,491
|
)
|
|
(0.04
|
)
|
|
71,657
|
|
|
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.
|
/s/ BDO USA, LLP
|
BDO USA, LLP
|
New York, New York
|
August 25, 2014
|
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):
|
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)
|
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)
|
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)
|
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)
|
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)
|
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)
|
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)
|
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)
|
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)
|
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)
|
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)
|
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)
|
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)
|
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)
|
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)
|
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)
|
4.375
|
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)
|
4.376
|
Form of 5.500% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.375)(88)
|
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)
|
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)
|
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)
|
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)
|
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)
|
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)
|
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)
|
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)
|
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)
|
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)
|
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)
|
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)
|
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)
|
*
|
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.
|
(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.
|
(15)
|
Incorporated by reference from Post-Effective Amendment No. 6 to the Registrant’s Registration Statement, filed on April 12, 2012.
|
(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.
|
(27)
|
Incorporated by reference from Post-Effective Amendment No. 17 to the Registrant’s Registration Statement, filed on August 2, 2012.
|
(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.
|
(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.
|
(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.
|
(76)
|
Incorporated by reference from Post-Effective Amendment No. 39 to the Registrant’s Registration Statement, filed on July 25, 2013.
|
(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.
|
(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.
|
(104)
|
Incorporated by reference from Post-Effective Amendment No. 20 to the Registrant's Registration Statement, filed on February 13, 2014.
|
(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.
|
(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.
|
PROSPECT CAPITAL CORPORATION
|
|
|
|
By:
|
/s/ JOHN F. BARRY III
|
|
John F. Barry III
|
|
Chairman of the Board and Chief Executive Officer
|
/s/ JOHN F. BARRY III
|
|
/s/ ANDREW C. COOPER
|
John F. Barry III
|
|
Andrew C. Cooper
|
Chairman of the Board, Chief Executive Officer and Director
|
|
Director
|
August 25, 2014
|
|
August 25, 2014
|
|
|
|
/s/ BRIAN H. OSWALD
|
|
/s/ WILLIAM J. GREMP
|
Brian H. Oswald
|
|
William J. Gremp
|
Chief Financial Officer
|
|
Director
|
August 25, 2014
|
|
August 25, 2014
|
|
|
|
/s/ M. GRIER ELIASEK
|
|
/s/ EUGENE S. STARK
|
M. Grier Eliasek
|
|
Eugene S. Stark
|
President, Chief Operating Officer and Director
|
|
Director
|
August 25, 2014
|
|
August 25, 2014
|
1.
|
DEFINITIONS
|
(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.
|
2.
|
APPOINTMENT OF CUSTODIAN
|
3.
|
DUTIES OF 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
|
(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
|
(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.
|
(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;
|
(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.
|
(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
|
(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.
|
(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.
|
(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:
|
(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.
|
(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,
|
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
|
(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
|
(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
|
7.
|
CERTAIN GENERAL TERMS
|
(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
|
(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.
|
(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.
|
(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,
|
8.
|
RESPONSIBILITY OF CUSTODIAN
|
(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.
|
(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
|
(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
|
(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.
|
(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
|
9.
|
SECURITY CODES
|
10.
|
TAX LAW
|
11.
|
EFFECTIVE PERIOD, TERMINATION
|
12.
|
REPRESENTATIONS AND WARRANTIES
|
(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.
|
(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
|
14.
|
NOTICES
|
(a)
|
if to the Company, to
|
(b)
|
if to the Custodian, to
|
15.
|
CHOICE OF LAW AND JURISDICTION
|
16.
|
ENTIRE AGREEMENT; COUNTERPARTS
|
17.
|
AMENDMENT; WAIVER
|
18.
|
SUCCESSOR AND ASSIGNS
|
19.
|
SEVERABILITY
|
20.
|
REQUEST FOR INSTRUCTIONS
|
21.
|
OTHER BUSINESS
|
22.
|
REPRODUCTION OF DOCUMENTS
|
23.
|
MISCELLANEOUS
|
Witness:
|
PROSPECT CAPITAL CORPORATION
|
John F. Barry III
Name
|
Chairman and CEO
Title
|
Signature
|
M. Grier Eliasek
Name
|
President and COO
Title
|
Signature
|
Brian H. Oswald
Name
|
CFO, Secretary and Treasurer
Title
|
Signature
|
1.
|
DEFINITIONS
|
(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.
|
2.
|
APPOINTMENT OF CUSTODIAN
|
3.
|
DUTIES OF 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.
|
(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
|
(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.
|
(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
|
(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.
|
(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.
|
(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:
|
(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.
|
(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,
|
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
|
(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
|
(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
|
7.
|
CERTAIN GENERAL TERMS
|
(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
|
(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.
|
(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.
|
(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,
|
8.
|
RESPONSIBILITY OF CUSTODIAN
|
(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.
|
(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
|
(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.
|
(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.
|
9.
|
SECURITY CODES
|
10.
|
TAX LAW
|
11.
|
EFFECTIVE PERIOD, TERMINATION
|
12.
|
REPRESENTATIONS AND WARRANTIES
|
(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.
|
(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
|
14.
|
NOTICES
|
(a)
|
if to the Company, to
|
(b)
|
if to the Custodian, to
|
15.
|
CHOICE OF LAW AND JURISDICTION
|
16.
|
ENTIRE AGREEMENT; COUNTERPARTS
|
17.
|
AMENDMENT; WAIVER
|
18.
|
SUCCESSOR AND ASSIGNS
|
19.
|
SEVERABILITY
|
20.
|
REQUEST FOR INSTRUCTIONS
|
21.
|
OTHER BUSINESS
|
22.
|
REPRODUCTION OF DOCUMENTS
|
23.
|
MISCELLANEOUS
|
Witness:
|
PROSPECT CAPITAL CORPORATION
|
John F. Barry III
Name
|
Chairman and CEO
Title
|
Signature
|
M. Grier Eliasek
Name
|
President and COO
Title
|
Signature
|
Brian H. Oswald
Name
|
CFO, Secretary and Treasurer
Title
|
Signature
|
1.
|
I have reviewed this annual report on Form 10-K of Prospect Capital Corporation;
|
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
|
1.
|
I have reviewed this annual report on Form 10-K of Prospect Capital Corporation;
|
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
|
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.
|
Date:
|
August 25, 2014
|
|
|
/s/ JOHN F. BARRY III
|
|
John F. Barry III
|
|
Chairman of the Board and Chief Executive Officer
|
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.
|
Date:
|
August 25, 2014
|
|
|
/s/ BRIAN H. OSWALD
|
|
Brian H. Oswald
|
|
Chief Financial Officer
|