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o
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This form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act and the Securities Act registration statement number of the earlier effective registration statement for the same offering is .
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Title of Securities Being Registered
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Amount Being Registered
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Proposed Maximum Offering Price Per Unit
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Proposed Maximum Aggregate Offering Price(1)
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Amount of Registration Fee
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Common Stock, $.001 par value per share(2)(3)
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Preferred Stock, $.001 par value per share(2)
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Subscription Rights(2)
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Debt Securities(4)
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Warrants(5)
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Units(6)
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Total
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$5,000,000,000
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$5,000,000,000(7)
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$674,634(1)(8)
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Page
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Use of proceeds
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Unless otherwise specified in a prospectus supplement, we intend to use the net proceeds from selling Securities pursuant to this prospectus initially to maintain balance sheet liquidity, involving repayment of debt under our credit facility, if any, investments in high quality short-term debt instruments or a combination thereof, and thereafter to make long-term investments in accordance with our investment objective. Interest on borrowings under our credit facility is one-month LIBOR plus 225 basis points, with no minimum LIBOR floor. Additionally, the lenders charge a fee on the unused portion of the credit facility equal to either 50 basis points if at least thirty-five percent of the credit facility is drawn or 100 basis points otherwise. See "Use of Proceeds."
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Distributions
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In June 2010, our Board of Directors approved a change in dividend policy from quarterly distributions to monthly distributions. Since that time, we have paid monthly distributions to the holders of our common stock and generally intend to continue to do so. The amount of the monthly distributions is determined by our Board of Directors and is based on our estimate of our investment company taxable income and net short-term capital gains. Certain amounts of the monthly distributions may from time to time be paid out of our capital rather than from earnings for the month as a result of our deliberate planning or accounting reclassifications. Distributions in excess of our current and accumulated earnings and profits constitute a return of capital and will reduce the stockholder's adjusted tax basis in such stockholder's common stock. A return of capital (1) is a return of the original amount invested, (2) does not constitute earnings or profits and (3) while such returns are initially tax free, they will have the effect of reducing the basis such that when a stockholder sells its shares, it may be subject to additional tax even if the shares are sold for less than the original purchase price. After the adjusted basis is reduced to zero, these distributions will constitute capital gains to such stockholders. Certain additional amounts may be deemed as distributed to stockholders for income tax purposes. Other types of Securities will likely pay distributions in accordance with their terms. See "Price Range of Common Stock," "Distributions" and "Material U.S. Federal Income Tax Considerations."
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Taxation
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We have qualified and elected to be treated for U.S. federal income tax purposes as a regulated investment company, or a RIC, under Subchapter M of the Internal Revenue Code of 1986, or the Code. As a RIC, we generally do not have to pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that we distribute to our stockholders as dividends. To maintain our qualification as a RIC and obtain RIC tax treatment, we must satisfy certain source-of-income and asset diversification requirements and distribute annually at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any. See "Distributions" and "Material U.S. Federal Income Tax Considerations."
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Dividend reinvestment plan
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We have a dividend reinvestment plan for our stockholders. This is an "opt out" dividend reinvestment plan. As a result, when we declare a dividend, the dividends are automatically reinvested in additional shares of our common stock, unless a stockholder specifically "opts out" of the dividend reinvestment plan so as to receive cash dividends. Stockholders who receive distributions in the form of stock are subject to the same U.S. federal, state and local tax consequences as stockholders who elect to receive their distributions in cash. See "Dividend Reinvestment Plan."
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The NASDAQ Global Select Market Symbol
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PSEC
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Anti-takeover provisions
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Our charter and bylaws, as well as certain statutory and regulatory requirements, contain provisions that may have the effect of discouraging a third party from making an acquisition proposal for us. These anti-takeover provisions may inhibit a change in control in circumstances that could give the holders of our common stock the opportunity to realize a premium over the market price of our common stock. See "Description Of Our Capital Stock."
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Management arrangements
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Prospect Capital Management serves as our investment adviser. Prospect Administration serves as our administrator. For a description of Prospect Capital Management, Prospect Administration and our contractual arrangements with these companies, see "Business—Management Services—Investment Advisory Agreement," and "Business— Management Services—Administration Agreement."
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Risk factors
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Investment in our Securities involves certain risks relating to our structure and investment objective that should be considered by prospective purchasers of our Securities. In addition, as a business development company, our portfolio primarily includes securities issued by privately-held companies. These investments generally involve a high degree of business and financial risk, and are less liquid than public securities. We are required to mark the carrying value of our investments to fair value on a quarterly basis, and economic events, market conditions and events affecting individual portfolio companies can result in quarter-to-quarter mark-downs and mark-ups of the value of individual investments that collectively can materially affect our net asset value, or NAV. Also, our determinations of fair value of privately-held securities may differ materially from the values that would exist if there was a ready market for these investments. A large number of entities compete for the same kind of investment opportunities as we do. Moreover, our business requires a substantial amount of capital to operate and to grow and we seek additional capital from external sources. In addition, the failure to qualify as a RIC eligible for pass-through tax treatment under the Code on income distributed to stockholders could have a materially adverse effect on the total return, if any, obtainable from an investment in our Securities. See "Risk Factors" and the other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our Securities.
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Plan of distribution
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We may offer, from time to time, up to $5,000,000,000 of our common stock, preferred stock, debt securities, subscription rights to purchase shares of our securities, warrants representing rights to purchase our securities or separately tradeable units combining two or more of our securities on the terms to be determined at the time of the offering. Securities may be offered at prices and on terms described in one or more supplements to this prospectus directly to one or more purchasers, through agents designated from time to time by us, or to or through underwriters or dealers. The supplement to this prospectus relating to the offering will identify any agents or underwriters involved in the sale of our Securities, and will set forth any applicable purchase price, fee and commission or discount arrangement or the basis upon which such amount may be calculated. We may not sell Securities pursuant to this prospectus without delivering a prospectus supplement describing the method and terms of the offering of such Securities. For more information, see "Plan of Distribution."
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Stockholder transaction expenses:
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Sales load (as a percentage of offering price)(1)
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3.00
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%
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Offering expenses borne by the Company (as a percentage of offering price)(2)
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0.20
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%
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Dividend reinvestment plan expenses(3)
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None
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Total stockholder transaction expenses (as a percentage of offering price)(4)
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3.20
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%
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Annual expenses (as a percentage of net assets attributable to common stock):
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Management fees(5)
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4.03
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%
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Incentive fees payable under Investment Advisory Agreement (20% of realized capital gains and 20% of pre-incentive fee net investment income)(6)
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2.47
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%
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Total advisory fees
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6.50
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%
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Total interest expense(7)
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4.59
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%
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Acquired Fund Fees and Expenses(8)
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0.01
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%
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Other expenses(9)
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1.05
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%
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Total annual expenses(6)(9)
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12.15
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%
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1 Year
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3 Years
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5 Years
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10 Years
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||||||||
You would pay the following expenses on a $1,000 investment, assuming a 5% annual return*
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$
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125.76
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$
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300.30
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$
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458.86
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$
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794.66
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You would pay the following expenses on a $1,000 investment, assuming a 5% annual return**
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$
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135.44
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$
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327.71
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$
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501.97
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$
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869.09
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*
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Assumes that we will not realize any capital gains computed net of all realized capital losses and unrealized capital depreciation.
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**
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Assumes no unrealized capital depreciation or realized capital losses and 5% annual return resulting entirely from net realized capital gains (and therefore subject to the capital gains incentive fee).
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(1)
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In the event that the Securities to which this prospectus relates are sold to or through underwriters, a corresponding prospectus supplement will disclose the estimated applicable sales load.
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(2)
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The related prospectus supplement will disclose the estimated amount of offering expenses, the offering price and the estimated offering expenses borne by us as a percentage of the offering price.
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(3)
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The expenses of the dividend reinvestment plan are included in "other expenses." See "Capitalization" in this prospectus.
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(4)
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The related prospectus supplement will disclose the offering price and the total stockholder transaction expenses as a percentage of the offering price.
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(5)
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Our base management fee is 2% of our gross assets (which include any amount borrowed,
i.e.
, total assets without deduction for any liabilities, including any borrowed amounts for non-investment purposes, for which purpose we have not and have no intention of borrowing). Although we have no intent to borrow the entire amount available under our line of credit, assuming that we had total borrowings of $3.5 billion, the 2% management fee of gross assets would equal approximately 4.03% of net assets. Based on our borrowings as of October 10, 2014 of $2.8 billion, the 2% management fee of gross assets would equal approximately 3.64% of net assets including costs of the undrawn credit facility. See "Business— Management Services—Investment Advisory Agreement" and footnote 5 below.
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(6)
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Based on the incentive fee paid during our most recently completed quarter ended June 30, 2014, all of which consisted of an income incentive fee. The capital gain incentive fee is paid without regard to pre-incentive fee income. The incentive fee has two parts. The first part, the income incentive fee, which is payable quarterly in arrears, will equal 20% of the excess, if any, of our pre-incentive fee net investment income that exceeds a 1.75% quarterly (7% annualized) hurdle rate, subject to a "catch up" provision measured as of the end of each calendar quarter. For this purpose, pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees and other fees that we receive from portfolio companies) accrued during the calendar quarter, minus our operating expenses for the quarter (including the base management fee, expenses payable under the Administration Agreement described below, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment in kind interest and zero coupon securities), accrued income that we have not yet received in cash. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-incentive fee net investment income, expressed as a rate of return on the value of our net assets at the end of the immediately preceding calendar quarter, is compared to a "hurdle rate" of 1.75% per quarter (7% annualized). The "catch-up" provision requires us to pay 100% of our pre-incentive fee net investment income with respect to that portion of such income, if any, that exceeds the hurdle rate but is less than 125% of the quarterly hurdle rate in any calendar quarter (8.75% annualized assuming an annualized hurdle rate of 7%). The catch-up provision is meant to provide Prospect Capital Management with 20% of our pre-incentive fee net investment income as if a hurdle rate did not apply when our pre-incentive fee net investment income exceeds 125% of the quarterly hurdle rate in any calendar quarter (8.75% annualized assuming an annualized hurdle rate of 7%). The second part of the incentive fee, the capital gains incentive fee, is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement, as of the termination date), and equals 20% of our realized capital gains for the calendar year, if any, computed net of all realized capital losses and unrealized capital depreciation at the end of such year. For a more detailed discussion of the calculation of the two-part incentive fee, see "Management Services—Investment Advisory Agreement" in the accompanying prospectus.
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(7)
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As of October 10, 2014, Prospect has $2.7 billion outstanding of its Unsecured Notes (as defined below) in various maturities, ranging from December 15, 2015 to October 15, 2043, and interest rates, ranging from 3.23% to 7.0%, some of which are convertible into shares of Prospect common stock at various conversion rates. Interest on borrowings under our credit facility is one-month LIBOR plus 225 basis points, with no minimum LIBOR floor. Additionally, the lenders charge a fee on the unused portion of the credit facility equal to either 50 basis points if at least thirty-five percent of the credit
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(8)
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The Company's stockholders indirectly bear the expenses of underlying investment companies in which the Company invests. This amount includes the fees and expenses of investment companies in which the Company is invested in as of June 30, 2014. When applicable, fees and expenses are based on historic fees and expenses for the investment companies, and for those investment companies with little or no operating history fees and expenses are based on expected fees and expenses stated in the investment companies' prospectus or other similar communication without giving effect to any performance. Future fees and expenses for certain investment companies may be substantially higher or lower because certain fees and expenses are based on the performance of the investment companies, which may fluctuate over time. The amount of the Company's average net assets used in calculating this percentage was based on net assets of approximately $3.6 billion as of June 30, 2014.
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(9)
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"Other expenses" are based on estimated amounts for the current fiscal year. The amount shown above represents annualized expenses during our three months ended June 30, 2014 representing all of our estimated recurring operating expenses (except fees and expenses reported in other items of this table) that are deducted from our operating income and reflected as expenses in our Statement of Operations. The estimate of our overhead expenses, including payments under an administration agreement with Prospect Administration, or the Administration Agreement is based on our projected allocable portion of overhead and other expenses incurred by Prospect Administration in performing its obligations under the Administration Agreement. "Other expenses" does not include non-recurring expenses. See "Business—Management Services—Administration Agreement."
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|
Year Ended June 30,
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||||||||||||||||||
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2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
(in thousands except data relating to shares,
per share and number of portfolio companies)
|
||||||||||||||||||
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.
|
•
|
These companies may have limited financial resources and may be unable to meet their obligations under their securities that we hold, which may be accompanied by a deterioration in the value of their securities or of any collateral with respect to any securities and a reduction in the likelihood of our realizing on any guarantees we may have obtained in connection with our investment.
|
•
|
They may have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns.
|
•
|
Because many of these companies are privately held companies, public information is generally not available about these companies. As a result, we will depend on the ability of the Investment Adviser to obtain adequate information to evaluate these companies in making investment decisions. If the Investment Adviser is unable to uncover all material information about these companies, it may not make a fully informed investment decision, and we may lose money on our investments.
|
•
|
They are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a materially adverse impact on our portfolio company and, in turn, on us.
|
•
|
They may have less predictable operating results, may from time to time be parties to litigation, may be engaged in changing businesses with products subject to a risk of obsolescence and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position.
|
•
|
They may have difficulty accessing the capital markets to meet future capital needs.
|
•
|
Changes in laws and regulations, as well as their interpretations, may adversely affect their business, financial structure or prospects.
|
•
|
Increased taxes, regulatory expense or the costs of changes to the way they conduct business due to the effects of climate change may adversely affect their business, financial structure or prospects.
|
•
|
Any equity investment we make in a portfolio company could be subject to further dilution as a result of the issuance of additional equity interests and to serious risks as a junior security that will be subordinate to all indebtedness (including trade creditors) or senior securities in the event that the issuer is unable to meet its obligations or becomes subject to a bankruptcy process.
|
•
|
To the extent that the portfolio company requires additional capital and is unable to obtain it, we may not recover our investment.
|
•
|
In some cases, equity securities in which we invest will not pay current dividends, and our ability to realize a return on our investment, as well as to recover our investment, will be dependent on the success of the portfolio company. Even if
|
•
|
Preferred securities may include provisions that permit the issuer, at its discretion, to defer distributions for a stated period without any adverse consequences to the issuer. If we own a preferred security that is deferring its distributions, we may be required to report income for tax purposes before we receive such distributions.
|
•
|
Preferred securities are subordinated to debt in terms of priority to income and liquidation payments, and therefore will be subject to greater credit risk than debt.
|
•
|
Preferred securities may be substantially less liquid than many other securities, such as common stock or U.S. government securities.
|
•
|
Generally, preferred security holders have no voting rights with respect to the issuing company, subject to limited exceptions.
|
•
|
Our debt investments may be in the form of unsecured loans, therefore our liens on the collateral, if any, are subordinated to those of the senior secured debt of the portfolio companies, if any. As a result, we may not be able to control remedies with respect to the collateral.
|
•
|
The collateral may not be valuable enough to satisfy all of the obligations under our secured loan, particularly after giving effect to the repayment of secured debt of the portfolio company that ranks senior to our loan.
|
•
|
Bankruptcy laws may limit our ability to realize value from the collateral and may delay the realization process.
|
•
|
Our rights in the collateral may be adversely affected by the failure to perfect security interests in the collateral.
|
•
|
The need to obtain regulatory and contractual consents could impair or impede how effectively the collateral would be liquidated and could affect the value received.
|
•
|
Some or all of the collateral may be illiquid and may have no readily ascertainable market value. The liquidity and value of the collateral could be impaired as a result of changing economic conditions, competition, and other factors, including the availability of suitable buyers.
|
•
|
national economic conditions;
|
•
|
regional and local economic conditions (which may be adversely impacted by plant closings, business layoffs, industry slow-downs, weather conditions, natural disasters, and other factors);
|
•
|
local real estate conditions (such as over-supply of or insufficient demand for office space);
|
•
|
changing demographics;
|
•
|
perceptions by prospective tenants of the convenience, services, safety, and attractiveness of a property;
|
•
|
the ability of property managers to provide capable management and adequate maintenance;
|
•
|
the quality of a property's construction and design;
|
•
|
increases in costs of maintenance, insurance, and operations (including energy costs and real estate taxes);
|
•
|
changes in applicable laws or regulations (including tax laws, zoning laws, or building codes);
|
•
|
potential environmental and other legal liabilities;
|
•
|
the level of financing used by our REITs in respect of their properties, increases in interest rate levels on such financings and the risk that one of our REITs will default on such financings, each of which increases the risk of loss to us;
|
•
|
the availability and cost of refinancing;
|
•
|
the ability to find suitable tenants for a property and to replace any departing tenants with new tenants;
|
•
|
potential instability, default or bankruptcy of tenants in the properties owned by our REITs;
|
•
|
potential limited number of prospective buyers interested in purchasing a property that one of our REITs wishes to sell; and
|
•
|
the relative illiquidity of real estate investments in general, which may make it difficult to sell a property at an attractive price or within a reasonable time frame.
|
•
|
A likelihood of greater volatility in the net asset value and market price of our common stock;
|
•
|
Diminished operating flexibility as a result of asset coverage or investment portfolio composition requirements required by lenders or investors that are more stringent than those imposed by the 1940 Act;
|
•
|
The possibility that investments will have to be liquidated at less than full value or at inopportune times to comply with debt covenants or to pay interest or dividends on the leverage;
|
•
|
Increased operating expenses due to the cost of leverage, including issuance and servicing costs;
|
•
|
Convertible or exchangeable securities, such as the Convertible Notes outstanding or those issued in the future may have rights, preferences and privileges more favorable than those of our common stock;
|
•
|
Subordination to lenders' superior claims on our assets as a result of which lenders will be able to receive proceeds available in the case of our liquidation before any proceeds will be distributed to our stockholders;
|
•
|
Making it more difficult for us to meet our payment and other obligations under the Unsecured Notes and our other outstanding debt;
|
•
|
The occurrence of an event of default if we fail to comply with the financial and/or other restrictive covenants contained in our debt agreements, including the credit agreement and each indenture governing the Unsecured Notes, which event of default could result in all or some of our debt becoming immediately due and payable;
|
•
|
Reduced availability of our cash flow to fund investments, acquisitions and other general corporate purposes, and limiting our ability to obtain additional financing for these purposes;
|
•
|
The risk of increased sensitivity to interest rate increases on our indebtedness with variable interest rates, including borrowings under our amended senior credit facility; and
|
•
|
Reduced flexibility in planning for, or reacting to, and increasing our vulnerability to, changes in our business, the industry in which we operate and the general economy.
|
Assumed Return on Our Portfolio (net of expenses)
|
|
(10
|
)%
|
|
(5
|
)%
|
|
0
|
%
|
|
5
|
%
|
|
10
|
%
|
Corresponding Return to Stockholder
|
|
(21.7
|
)%
|
|
(12.9
|
)%
|
|
(4.1
|
)%
|
|
4.7
|
%
|
|
13.5
|
%
|
•
|
Restrictions on the level of indebtedness that we are permitted to incur in relation to the value of our assets;
|
•
|
Restrictions on our ability to incur liens; and
|
•
|
Maintenance of a minimum level of stockholders' equity.
|
•
|
the time remaining to the maturity of these debt securities;
|
•
|
the outstanding principal amount of debt securities with terms identical to these debt securities;
|
•
|
the ratings assigned by national statistical ratings agencies;
|
•
|
the general economic environment;
|
•
|
the supply of debt securities trading in the secondary market, if any;
|
•
|
the redemption or repayment features, if any, of these debt securities;
|
•
|
the level, direction and volatility of market interest rates generally; and
|
•
|
market rates of interest higher or lower than rates borne by the debt securities.
|
•
|
significant volatility in the market price and trading volume of securities of business development companies or other companies in the energy industry, which are not necessarily related to the operating performance of these companies;
|
•
|
price and volume fluctuations in the overall stock market from time to time;
|
•
|
changes in regulatory policies or tax guidelines, particularly with respect to RICs or business development companies;
|
•
|
loss of RIC qualification;
|
•
|
changes in earnings or variations in operating results;
|
•
|
changes in the value of our portfolio of investments;
|
•
|
any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities analysts;
|
•
|
departure of one or more of Prospect Capital Management's key personnel;
|
•
|
operating performance of companies comparable to us;
|
•
|
short-selling pressure with respect to shares of our common stock or BDCs generally;
|
•
|
future sales of our securities convertible into or exchangeable or exercisable for our common stock or the conversion of such securities, including the Convertible Notes;
|
•
|
uncertainty surrounding the strength of the U.S. economic recovery;
|
•
|
concerns regarding European sovereign debt;
|
•
|
changes in prevailing interest rates;
|
•
|
litigation matters;
|
•
|
general economic trends and other external factors; and
|
•
|
loss of a major funding source.
|
•
|
The Maryland Business Combination Act, which, subject to certain limitations, prohibits certain business combinations between us and an "interested stockholder" (defined generally as any person who beneficially owns 10% or more of the voting power of the common stock or an affiliate thereof) for five years after the most recent date on which the stockholder becomes an interested stockholder and, thereafter, imposes special minimum price provisions and special stockholder voting requirements on these combinations.
|
•
|
The Maryland Control Share Acquisition Act, which provides that "control shares" of a Maryland corporation (defined as shares of common stock which, when aggregated with other shares of common stock controlled by the stockholder, entitles the stockholder to exercise one of three increasing ranges of voting power in electing directors, as described more fully below) acquired in a "control share acquisition" (defined as the direct or indirect acquisition of ownership or control of "control shares") have no voting rights except to the extent approved by stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares of common stock.
|
•
|
our future operating results;
|
•
|
our business prospects and the prospects of our portfolio companies;
|
•
|
the impact of investments that we expect to make;
|
•
|
our contractual arrangements and relationships with third parties;
|
•
|
the dependence of our future success on the general economy and its impact on the industries in which we invest;
|
•
|
the ability of our portfolio companies to achieve their objectives;
|
•
|
our expected financings and investments;
|
•
|
the adequacy of our cash resources and working capital; and
|
•
|
the timing of cash flows, if any, from the operations of our portfolio companies.
|
•
|
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
|
|
Convertible Notes
|
1,247,500
|
|
|
1,247,500
|
|
|
847,500
|
|
|
847,500
|
|
||||
Public 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
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Convertible Notes
|
1,247,500
|
|
|
—
|
|
|
317,500
|
|
|
530,000
|
|
|
400,000
|
|
|||||
Public 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
|
|
|
$
|
—
|
|
Convertible Notes
|
847,500
|
|
|
—
|
|
|
150,000
|
|
|
297,500
|
|
|
400,000
|
|
|||||
Public 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 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 Public 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 Public Notes and commitment fees on the undrawn portion of our Revolving Credit Facility.
|
•
|
$0.110625 per share for January 2015 to holders of record on January 30, 2015 with a payment date of February 19, 2015.
|
•
|
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.
|
•
|
our future operating results;
|
•
|
our business prospects and the prospects of our portfolio companies;
|
•
|
the impact of investments that we expect to make;
|
•
|
the dependence of our future success on the general economy and its impact on the industries in which we invest;
|
•
|
the ability of our portfolio companies to achieve their objectives;
|
•
|
difficulty in obtaining financing or raising capital, especially in the current credit and equity environment;
|
•
|
the level and volatility of prevailing interest rates and credit spreads, magnified by the current turmoil in the credit markets;
|
•
|
adverse developments in the availability of desirable loan and investment opportunities whether they are due to competition, regulation or otherwise;
|
•
|
a compression of the yield on our investments and the cost of our liabilities, as well as the level of leverage available to us;
|
•
|
our regulatory structure and tax treatment, including our ability to operate as a business development company and a regulated investment company;
|
•
|
the adequacy of our cash resources and working capital;
|
•
|
the timing of cash flows, if any, from the operations of our portfolio companies;
|
•
|
the ability of our Investment Adviser to locate suitable investments for us and to monitor and administer our investments;
|
•
|
authoritative generally accepted accounting principles or policy changes from such standard-setting bodies as the Financial Accounting Standards Board, the Securities and Exchange Commission, Internal Revenue Service, the NASDAQ Global Select Market, and other authorities that we are subject to, as well as their counterparts in any foreign jurisdictions where we might do business; and
|
•
|
the risks, uncertainties and other factors we identify in "Risk Factors" and elsewhere in this prospectus and in our filings with the SEC.
|
Credit Facility
|
|
Total Amount
Outstanding(1)
|
|
Asset
Coverage per
Unit(2)
|
|
Involuntary
Liquidating
Preference per
Unit(3)
|
|
Average
Market
Value per
Unit(4)
|
|||||||
Fiscal 2014 (as of June 30, 2014)
|
|
$
|
92,000
|
|
|
$
|
69,470
|
|
|
—
|
|
|
—
|
|
|
Fiscal 2013 (as of June 30, 2013)
|
|
124,000
|
|
|
34,996
|
|
|
—
|
|
|
—
|
|
|||
Fiscal 2012 (as of June 30, 2012)
|
|
96,000
|
|
|
22,668
|
|
|
—
|
|
|
—
|
|
|||
Fiscal 2011 (as of June 30, 2011)
|
|
84,200
|
|
|
18,065
|
|
|
—
|
|
|
—
|
|
|||
Fiscal 2010 (as of June 30, 2010)
|
|
100,300
|
|
|
8,093
|
|
|
—
|
|
|
—
|
|
|||
Fiscal 2009 (as of June 30, 2009)
|
|
124,800
|
|
|
5,268
|
|
|
—
|
|
|
—
|
|
|||
Fiscal 2008 (as of June 30, 2008)
|
|
91,167
|
|
|
5,712
|
|
|
—
|
|
|
—
|
|
|||
Fiscal 2007 (as of June 30, 2007)
|
|
—
|
|
|
N/A
|
|
|
—
|
|
|
—
|
|
|||
Fiscal 2006 (as of June 30, 2006)
|
|
28,500
|
|
|
4,799
|
|
|
—
|
|
|
—
|
|
|||
Fiscal 2005 (as of June 30, 2005)
|
|
—
|
|
|
N/A
|
|
|
—
|
|
|
—
|
|
|||
Fiscal 2004 (as of June 30, 2004)
|
|
—
|
|
|
N/A
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||
2015 Notes
|
|
|
|
|
|
|
|
|
|||||||
Fiscal 2014 (as of June 30, 2014)
|
|
$
|
150,000
|
|
|
$
|
42,608
|
|
|
—
|
|
|
—
|
|
|
Fiscal 2013 (as of June 30, 2013)
|
|
150,000
|
|
|
28,930
|
|
|
—
|
|
|
—
|
|
|||
Fiscal 2012 (as of June 30, 2012)
|
|
150,000
|
|
|
14,507
|
|
|
—
|
|
|
—
|
|
|||
Fiscal 2011 (as of June 30, 2011)
|
|
150,000
|
|
|
10,140
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||
2016 Notes
|
|
|
|
|
|
|
|
|
|||||||
Fiscal 2014 (as of June 30, 2014)
|
|
$
|
167,500
|
|
|
$
|
38,157
|
|
|
—
|
|
|
—
|
|
|
Fiscal 2013 (as of June 30, 2013)
|
|
167,500
|
|
|
25,907
|
|
|
—
|
|
|
—
|
|
|||
Fiscal 2012 (as of June 30, 2012)
|
|
167,500
|
|
|
12,992
|
|
|
—
|
|
|
—
|
|
|||
Fiscal 2011 (as of June 30, 2011)
|
|
172,500
|
|
|
8,818
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||
2017 Notes
|
|
|
|
|
|
|
|
|
|||||||
Fiscal 2014 (as of June 30, 2014)
|
|
$
|
130,000
|
|
|
$
|
49,163
|
|
|
—
|
|
|
—
|
|
|
Fiscal 2013 (as of June 30, 2013)
|
|
130,000
|
|
|
33,381
|
|
|
—
|
|
|
—
|
|
|||
Fiscal 2012 (as of June 30, 2012)
|
|
130,000
|
|
|
16,739
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||
2018 Notes
|
|
|
|
|
|
|
|
|
|||||||
Fiscal 2014 (as of June 30, 2014)
|
|
$
|
200,000
|
|
|
$
|
31,956
|
|
|
—
|
|
|
—
|
|
|
Fiscal 2013 (as of June 30, 2013)
|
|
200,000
|
|
|
21,697
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||
2019 Notes
|
|
|
|
|
|
|
|
|
|||||||
Fiscal 2014 (as of June 30, 2014)
|
|
$
|
200,000
|
|
|
$
|
31,956
|
|
|
—
|
|
|
—
|
|
|
Fiscal 2013 (as of June 30, 2013)
|
|
200,000
|
|
|
21,697
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||
5.00% 2019 Notes
|
|
|
|
|
|
|
|
|
|||||||
Fiscal 2014 (as of June 30, 2014)
|
|
$
|
300,000
|
|
|
$
|
21,304
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
2020 Notes
|
|
|
|
|
|
|
|
|
|||||||
Fiscal 2014 (as of June 30, 2014)
|
|
$
|
400,000
|
|
|
$
|
15,978
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
2022 Notes
|
|
|
|
|
|
|
|
|
|||||||
Fiscal 2014 (as of June 30, 2014)
|
|
$
|
100,000
|
|
|
$
|
63,912
|
|
|
—
|
|
|
$
|
103,920
|
|
Fiscal 2013 (as of June 30, 2013)
|
|
100,000
|
|
|
43,395
|
|
|
—
|
|
|
101,800
|
|
|||
Fiscal 2012 (as of June 30, 2012)
|
|
100,000
|
|
|
21,761
|
|
|
—
|
|
|
99,560
|
|
|||
|
|
Total Amount
Outstanding(1)
|
|
Asset
Coverage per
Unit(2)
|
|
Involuntary
Liquidating
Preference per
Unit(3)
|
|
Average
Market
Value per
Unit(4)
|
|||||||
2023 Notes
|
|
|
|
|
|
|
|
|
|||||||
Fiscal 2014 (as of June 30, 2014)
|
|
$
|
247,881
|
|
|
$
|
25,783
|
|
|
—
|
|
|
—
|
|
|
Fiscal 2013 (as of June 30, 2013)
|
|
247,725
|
|
|
17,517
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Prospect Capital InterNotes®
|
|
|
|
|
|
|
|
|
|||||||
Fiscal 2014 (as of June 30, 2014)
|
|
$
|
785,670
|
|
|
$
|
8,135
|
|
|
—
|
|
|
—
|
|
|
Fiscal 2013 (as of June 30, 2013)
|
|
363,777
|
|
|
11,929
|
|
|
—
|
|
|
—
|
|
|||
Fiscal 2012 (as of June 30, 2012)
|
|
20,638
|
|
|
105,442
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||
All Senior Securities
|
|
|
|
|
|
|
|
|
|||||||
Fiscal 2014 (as of June 30, 2014)
|
|
$
|
2,773,051
|
|
|
$
|
2,305
|
|
|
—
|
|
|
—
|
|
|
Fiscal 2013 (as of June 30, 2013)
|
|
1,683,002
|
|
|
2,578
|
|
|
—
|
|
|
—
|
|
|||
Fiscal 2012 (as of June 30, 2012)
|
|
664,138
|
|
|
3,277
|
|
|
—
|
|
|
—
|
|
|||
Fiscal 2011 (as of June 30, 2011)
|
|
406,700
|
|
|
3,740
|
|
|
—
|
|
|
—
|
|
(1)
|
Total amount of each class of senior securities outstanding at the end of the period presented (in 000's).
|
(2)
|
The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by senior securities representing indebtedness. This asset coverage ratio is multiplied by $1,000 to determine the Asset Coverage Per Unit.
|
(3)
|
This column is inapplicable.
|
(4)
|
This column is inapplicable, except for the 2022 Notes. The average market value per unit is presented in thousands.
|
|
|
Stock Price
|
|
Premium
(Discount)
of High to
NAV
|
|
Premium
(Discount)
of Low to
NAV
|
|
Dividends
Declared
|
|
||||||||||||||
|
|
NAV(1)
|
|
High(2)
|
|
Low(2)
|
|
||||||||||||||||
Twelve Months Ending June 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First quarter
|
|
$
|
10.88
|
|
|
$
|
12.21
|
|
|
$
|
10.83
|
|
|
12.2
|
%
|
|
(0.5
|
)%
|
|
$
|
0.304800
|
|
|
Second quarter
|
|
10.81
|
|
|
11.98
|
|
|
9.89
|
|
|
10.8
|
%
|
|
(8.5
|
)%
|
|
0.313325
|
|
|
||||
Third quarter
|
|
10.71
|
|
|
11.49
|
|
|
10.91
|
|
|
7.3
|
%
|
|
1.9
|
%
|
|
0.330150
|
|
|
||||
Fourth quarter
|
|
10.72
|
|
|
11.11
|
|
|
10.08
|
|
|
3.6
|
%
|
|
(6.0
|
)%
|
|
0.330375
|
|
|
||||
Twelve Months Ending June 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First quarter
|
|
$
|
10.72
|
|
|
$
|
11.61
|
|
|
$
|
10.76
|
|
|
8.3
|
%
|
|
0.4
|
%
|
|
$
|
0.330600
|
|
|
Second quarter
|
|
10.73
|
|
|
11.48
|
|
|
10.80
|
|
|
7.0
|
%
|
|
0.7
|
%
|
|
0.330825
|
|
|
||||
Third quarter
|
|
10.68
|
|
|
11.39
|
|
|
10.73
|
|
|
6.6
|
%
|
|
0.5
|
%
|
|
0.331050
|
|
|
||||
Fourth quarter
|
|
10.56
|
|
|
10.99
|
|
|
9.64
|
|
|
4.1
|
%
|
|
(8.7
|
)%
|
|
0.331275
|
|
|
||||
Twelve Months Ending June 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First quarter
|
|
(3)(4)
|
$
|
11.00
|
|
|
$
|
9.90
|
|
|
(4)
|
(4)
|
$
|
0.331500
|
|
|
|||||||
Second quarter (through October 10, 2014)
|
|
(3)(4)
|
$
|
9.92
|
|
|
$
|
9.37
|
|
|
(4)
|
(4)
|
$
|
0.331725
|
|
(5)
|
(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 or low sales price. The NAVs shown are based on outstanding shares of our common stock at the end of each period.
|
(2)
|
The High/Low Stock Price is calculated as of the closing price on a given day in the applicable quarter.
|
(3)
|
Our most recently estimated NAV per share is 10.55 on an as adjusted basis solely to give effect to our issuance of common stock since June 30, 2014 in connection with our dividend reinvestment plan and our issuance of 6,984,329 shares of common stock for the period from September 8, 2014 to October 9, 2014 (including shares with settlement dates through October 15, 2014) under our at the market program, $0.01 lower than the
$10.56
determined by us as of
June 30, 2014
. NAV per share as of September 30, 2014, may be higher or lower than $10.55 based on potential changes in valuations, issuances of securities, dividends paid and earnings for the quarter then ended.
|
(4)
|
NAV has not yet been finally determined for any day after June 30, 2014.
|
(5)
|
On February 3, 2014, Prospect announced the declaration of a monthly dividend in the following amount and with the following date:
|
•
|
$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.
|
•
|
$0.110625 per share for January 2015 to holders of record on January 30, 2015 with a payment date of February 19, 2015.
|
Title of Class
|
|
Amount Authorized
|
|
Amount Held by Registrant or for its Account
|
|
Amount Outstanding
|
|||
Common Stock
|
|
1,000,000,000
|
|
|
—
|
|
|
349,951,924
|
|
|
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 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.
|
•
|
Assessment of success in adhering to the portfolio company's business plan and compliance with covenants;
|
•
|
Regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor to discuss financial position, requirements and accomplishments;
|
•
|
Comparisons to other portfolio companies in the industry, if any;
|
•
|
Attendance at and participation in board meetings of the portfolio company; and
|
•
|
Review of monthly and quarterly financial statements and financial projections for the portfolio company.
|
1.
|
Each portfolio company or investment is reviewed by our investment professionals with independent valuation firms engaged by our Board of Directors;
|
2.
|
The independent valuation firms conduct independent valuations and make their own independent assessments;
|
3.
|
The Audit Committee of our Board of Directors reviews and discusses the preliminary valuation of the Investment Adviser and that of the independent valuation firms; and
|
4.
|
The Board of Directors discusses valuations and determines the fair value of each investment in our portfolio in good faith based on the input of the Investment Adviser, the respective independent valuation firm and the Audit Committee.
|
Name and Age
|
|
Position(s)
Held with
the Company
|
|
Term of
Office(1) and
Length of
Time Served
|
|
Principal Occupation(s) During
Past 5 Years
|
|
Number of
Funds
in Fund
Complex(2)
Overseen by
Director
|
|
Other
Directorships
Held by
Director
|
William J. Gremp, 71
|
|
Director
|
|
Class II Director from 2006 to 2009; Class I Director since April 2010; Term expires 2014
|
|
Mr. Gremp is responsible for traditional banking services, credit and lending, private equity and corporate cash management with Merrill Lynch & Co. from 1999 to present.
|
|
Three
|
|
Priority Senior Secured Income Fund, Inc. since October 28, 2012(3), Pathway Energy Infrastructure Fund, Inc. since February 19, 2013(3)
|
Eugene S. Stark, 56
|
|
Director
|
|
Class III Director since September 2008; Term expires 2016
|
|
Principal Financial Officer, Chief Compliance Officer and Vice President—Administration of General American Investors Company, Inc. from May 2005 to present.
|
|
Three
|
|
Priority Senior Secured Income Fund, Inc. since October 28, 2012(3), Pathway Energy Infrastructure Fund, Inc. since February 19, 2013(3)
|
Andrew C. Cooper, 52
|
|
Director
|
|
Class II Director since February 2009; Term expires 2015
|
|
Mr. Cooper is an entrepreneur, who over the last 15 years has founded, built, run and sold three companies. He is Co-Chief Executive Officer of Unison Energy, LLC, a company that develops, owns and operates, distributed combined heat and power co-generation solutions.
|
|
Three
|
|
Priority Senior Secured Income Fund, Inc. since October 28, 2012(3), Pathway Energy Infrastructure Fund, Inc. since February 19, 2013(3)
|
(1)
|
Our Board of Directors is divided into three classes of directors serving staggered three-year terms. Mr. Eliasek and Mr. Cooper are Class II directors with terms that will expire in 2015, Mr. Barry and Mr. Stark are Class III directors with terms that will expire in 2016, and Mr. Gremp is a Class I director with a term that will expire in 2014.
|
(2)
|
The Fund Complex consists of the Company, Prospect Senior Secured Income Fund, Inc. and Pathway Energy Infrastructure Fund, Inc.
|
(3)
|
An investment company subject to the 1940 Act.
|
Name and Age
|
|
Position(s)
Held with
the Company
|
|
Term of
Office(1) and
Length of
Time Served
|
|
Principal Occupation(s)
During Past 5 Years
|
|
Number of
Funds
in Fund
Complex(2)
Overseen by
Director
|
|
Other
Directorships
Held by
Director
|
John F. Barry III, 62(3)
|
|
Director, Chairman of the Board of Directors, and Chief Executive Officer
|
|
Class III Director since June 2004; Term expires 2016
|
|
Chairman and Chief Executive Officer of the Company; Managing Director of Prospect Capital Management and Prospect Administration since June 2004
|
|
One
|
|
None
|
M. Grier Eliasek, 41(3)
|
|
Director, Chief Operating Officer
|
|
Class II Director since June 2004; Term expires 2015
|
|
President and Chief Operating Officer of the Company, Managing Director of Prospect Capital Management and Prospect Administration, President and CEO of Priority Senior Secured Income Fund, Inc., President and COO of Priority Senior Secured Income Management, LLC, President and CEO of Pathway Energy Infrastructure Fund, Inc., President and COO of Pathway Energy Infrastructure Management, LLC.
|
|
Three
|
|
Priority Senior Secured Income Fund, Inc. since October 28, 2012(4), Pathway Energy Infrastructure Fund, Inc. since February 19, 2013(4)
|
(1)
|
Our Board of Directors is divided into three classes of directors serving staggered three-year terms. Mr. Eliasek and Mr. Cooper are Class II directors with terms that will expire in 2015, Mr. Barry and Mr. Stark are Class III directors with terms that will expire in 2016 and Mr. Gremp is a Class I director with a term that will expire in 2014.
|
(2)
|
The Fund Complex consists of the Company, Prospect Senior Secured Income Fund, Inc. and Pathway Energy Infrastructure Fund, Inc.
|
(3)
|
Messrs. Barry and Eliasek are each considered an "interested person" under the 1940 Act by virtue of serving as one of our officers and having a relationship with Prospect Capital Management.
|
(4)
|
An investment company subject to the 1940 Act.
|
Name and Age
|
|
Position(s)
Held with
the Company
|
|
Term of
Office and Length of
Time Served
|
|
Principal Occupation(s)
During Past Five Years
|
Brian H. Oswald, 53
|
|
Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary
|
|
November 2008 to present as Chief Financial Officer, Treasurer and Secretary and October 2008 to present as Chief Compliance Officer.
|
|
Joined Prospect Administration as Managing Director in June 2008.
|
Name and Position
|
|
Aggregate
Compensation
from the
Company
|
|
Pension or
Retirement Benefits
Accrued as Part of
the Company's
Expenses(1)
|
|
Total Compensation
Paid to Director/
Officer
|
||||
Interested Directors
|
|
|
|
|
|
|
||||
John F. Barry III(2)
|
|
None
|
|
|
None
|
|
None
|
|
||
M. Grier Eliasek(2)
|
|
None
|
|
|
None
|
|
None
|
|
||
Independent Directors
|
|
|
|
|
|
|
||||
Andrew C. Cooper(3)
|
|
$
|
108,833
|
|
|
None
|
|
$
|
108,833
|
|
William J. Gremp(4)
|
|
$
|
108,833
|
|
|
None
|
|
$
|
108,833
|
|
Eugene S. Stark(5)
|
|
$
|
108,833
|
|
|
None
|
|
$
|
108,833
|
|
Executive Officers
|
|
|
|
|
|
|
||||
Brian H. Oswald(2)
|
|
None
|
|
|
None
|
|
None
|
|
(1)
|
We do not have a bonus, profit sharing or retirement plan, and directors do not receive any pension or retirement benefits.
|
(2)
|
We have not paid, and we do not intend to pay, any annual cash compensation to our executive officers for their services as executive officers. Messrs. Barry and Eliasek are compensated by Prospect Capital Management from the income Prospect Capital Management receives under the management agreement between Prospect Capital Management and us. Mr. Oswald is compensated from the income Prospect Administration receives under the administration agreement.
|
(3)
|
Mr. Cooper joined our Board of Directors on February 12, 2009.
|
(4)
|
Mr. Gremp joined our Board of Directors on April 1, 2010.
|
(5)
|
Mr. Stark joined our Board of Directors on September 4, 2008.
|
•
|
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).
|
|
|
|
||
Prior Quarter Net Asset Value (adjusted for stock offerings during the quarter)
|
|
$
|
3,627,282
|
|
Quarterly Hurdle Rate
|
|
1.75
|
%
|
|
|
|
|
|
|
Current Quarter Hurdle
|
|
$
|
63,477
|
|
|
|
|
|
|
125% of the Quarterly Hurdle Rate
|
|
2.1875
|
%
|
|
125% of the Current Quarter Hurdle
|
|
$
|
79,347
|
|
|
|
|
|
|
Current Quarter Pre Incentive Fee Net Investment Income
|
|
$
|
105,185
|
|
|
|
|
|
|
Incentive Fee—"Catch-Up"
|
|
$
|
15,869
|
|
Incentive Fee—20% in excess of 125% of the Current Quarter Hurdle
|
|
$
|
5,168
|
|
|
|
|
|
|
Total Current Quarter Incentive Fee
|
|
$
|
21,037
|
|
|
|
|
|
(1)
|
Represents 7% annualized hurdle rate
|
(2)
|
Represents 2% annualized base management fee.
|
(3)
|
Excludes organizational and offering expenses.
|
(1)
|
Represents 7% annualized hurdle rate
|
(2)
|
Represents 2% annualized base management fee.
|
(3)
|
Excludes organizational and offering expenses.
|
Income incentive Fee
|
|
= 100% × "Catch Up" + the greater of 0% AND (20% × (pre-incentive fee net investment income - 2.1875)%
= (100% × (2% - 1.75%)) + 0%
= 100% × 0.25% + 0% = 0.25%)
|
(1)
|
Represents 7% annualized hurdle rate.
|
(2)
|
Represents 2% annualized base management fee.
|
(3)
|
Excludes organizational and offering expenses.
|
Income incentive Fee
|
|
= 100% × "Catch Up" + the greater of 0% AND (20% × (pre-incentive fee net))investment income - 2.1875)%
|
|
|
= (100% × (2.1875% - 1.75%)) + the greater of 0% AND (20% × (2.30% - 2.1875%))
|
|
|
= (100% × 0.4375%) + (20% × 0.1125%)
|
|
|
= 0.4375% + 0.0225%
|
|
|
= 0.46%
|
•
|
Year 1:
$20 million investment made
|
•
|
Year 2:
Fair market value, or FMV of investment determined to be $22 million
|
•
|
Year 3:
FMV of investment determined to be $17 million
|
•
|
Year 4:
Investment sold for $21 million
|
•
|
Year 1:
No impact
|
•
|
Year 2:
No impact
|
•
|
Year 3:
Decrease base amount on which the second part of the incentive fee is calculated by $3 million (unrealized capital depreciation)
|
•
|
Year 4:
Increase base amount on which the second part of the incentive fee is calculated by $4 million ($1 million of realized capital gain and $3 million reversal in unrealized capital depreciation)
|
•
|
Year 1:
$20 million investment made
|
•
|
Year 2:
FMV of investment determined to be $17 million
|
•
|
Year 3:
FMV of investment determined to be $17 million
|
•
|
Year 4:
FMV of investment determined to be $21 million
|
•
|
Year 5:
FMV of investment determined to be $18 million
|
•
|
Year 6:
Investment sold for $15 million
|
•
|
Year 1:
No impact
|
•
|
Year 2:
Decrease base amount on which the second part of the incentive fee is calculated by $3 million (unrealized capital depreciation)
|
•
|
Year 3:
No impact
|
•
|
Year 4:
Increase base amount on which the second part of the incentive fee is calculated by $3 million (reversal in unrealized capital depreciation)
|
•
|
Year 5:
Decrease base amount on which the second part of the incentive fee is calculated by $2 million (unrealized capital depreciation)
|
•
|
Year 6:
Decrease base amount on which the second part of the incentive fee is calculated by $3 million ($5 million of realized capital loss offset by a $2 million reversal in unrealized capital depreciation)
|
•
|
Year 1:
$20 million investment made in company A, or Investment A, and $20 million investment made in company B, or Investment B
|
•
|
Year 2:
FMV of Investment A is determined to be $21 million, and Investment B is sold for $18 million
|
•
|
Year 3:
Investment A is sold for $23 million
|
•
|
Year 1:
No impact
|
•
|
Year 2:
Decrease base amount on which the second part of the incentive fee is calculated by $2 million (realized capital loss on Investment B)
|
•
|
Year 3:
Increase base amount on which the second part of the incentive fee is calculated by $3 million (realized capital gain on Investment A)
|
•
|
Year 1:
$20 million investment made in company A, or Investment A, and $20 million investment made in company B, or Investment B
|
•
|
Year 2:
FMV of Investment A is determined to be $21 million, and FMV of Investment B is determined to be $17 million
|
•
|
Year 3:
FMV of Investment A is determined to be $18 million, and FMV of Investment B is determined to be $18 million
|
•
|
Year 4:
FMV of Investment A is determined to be $19 million, and FMV of Investment B is determined to be $21 million
|
•
|
Year 5:
Investment A is sold for $17 million, and Investment B is sold for $23 million
|
•
|
Year 1:
No impact
|
•
|
Year 2:
Decrease base amount on which the second part of the incentive fee is calculated by $3 million (unrealized capital depreciation on Investment B)
|
•
|
Year 3:
Decrease base amount on which the second part of the incentive fee is calculated by $1 million ($2 million in unrealized capital depreciation on Investment A and $1 million recovery in unrealized capital depreciation on Investment B)
|
•
|
Year 4:
Increase base amount on which the second part of the incentive fee is calculated by $3 million ($1 million recovery in unrealized capital depreciation on Investment A and $2 million recovery in unrealized capital depreciation on Investment B)
|
•
|
Year 5:
Increase base amount on which the second part of the incentive fee is calculated by $1 million ($3 million realized capital gain on Investment B offset by $3 million realized capital loss on Investment A plus a $1 million reversal in unrealized capital depreciation on Investment A from Year 4)
|
•
|
Nature, Quality and Extent of Services.
The Board of Directors considered the nature, extent and quality of the investment selection process employed by Prospect Capital Management. The Board of Directors also considered Prospect Capital Management's personnel and their prior experience in connection with the types of investments made by us. The Board of Directors concluded that the services to be provided under the Investment Advisory Agreement are generally the same as those of comparable business development companies described in the available market data.
|
•
|
Investment Performance.
The Board of Directors reviewed our investment performance as well as comparative data with respect to the investment performance of other externally managed business development companies. The Board
|
•
|
The reasonableness of the fees paid to Prospect Capital Management.
The Board of Directors considered comparative data based on publicly available information on other business development companies with respect to services rendered and the advisory fees (including the management fees and incentive fees) of other business development companies as well as our projected operating expenses and expense ratio compared to other business development companies. The Board of Directors, on behalf of the Company, also considered the profitability of Prospect Capital Management. Based upon its review, the Board of Directors concluded that the fees to be paid under the Investment Advisory Agreement are reasonable compared to other business development companies.
|
•
|
Economies of Scale.
The Board of Directors considered information about the potential of Prospect Capital Management to realize economies of scale in managing our assets, and determined that at this time there were not economies of scale to be realized by Prospect Capital Management.
|
Name
|
|
Position
|
|
Length of Service
with Company (Years)
|
|
John F. Barry III
|
|
Chairman and Chief Executive Officer
|
|
10
|
|
M. Grier Eliasek
|
|
President and Chief Operating Officer
|
|
10
|
|
Name
|
|
Aggregate Dollar Range of Common Stock Beneficially Owned by Prospect Capital Management
|
John F. Barry III
|
|
Over $100,000
|
M. Grier Eliasek
|
|
Over $100,000
|
Name and Address of Beneficial Owner
|
|
Number of Shares
Beneficially Owned
|
|
|
Percentage of
Class(1)
|
|
5% or more holders
|
|
|
|
|
|
|
None
|
|
|
|
|
|
|
Executive officers and directors as a group
|
|
4,738,388
|
|
|
1.4
|
%
|
(1)
|
Based on a total of 349,951,924 shares of our common stock issued and outstanding as of October 10, 2014, including sales of shares under our at-the-market offering program which will settle through October 15, 2014.
|
Name of Director or Officer
|
|
Dollar Range of Equity
Securities in the Company(1)
|
Independent Directors
|
|
|
William J. Gremp
|
|
$10,001 - $50,000
|
Andrew C. Cooper
|
|
None
|
Eugene S. Stark
|
|
Over $100,000
|
Interested Directors
|
|
|
John F. Barry III(2)
|
|
Over $100,000
|
M. Grier Eliasek
|
|
Over $100,000
|
Officer
|
|
|
Brian H. Oswald
|
|
Over $100,000
|
(1)
|
Dollar ranges are as follows: none, $1-$10,000, $10,001-$50,000, $50,001-$100,000 or over $100,000.
|
(2)
|
Represents an indirect beneficial ownership in shares of our common stock, that are beneficially owned directly by Prospect Capital Management, by reason of Mr. Barry's position as a control person of Prospect Capital Management.
|
Portfolio Company
|
Nature of its Principal Business (Location)
|
Title and Class of Securities Held
|
Collateral Held
|
% of Class Held
|
Fair Value (Equity)
|
Fair Value (Debt)
|
||
|
|
|
|
|
(in thousands)
|
(in thousands)
|
||
Companies more than 25% owned
|
|
|
|
|
|
|||
AMU Holdings Inc.
|
Property Management (Pennsylvania)
|
Senior Secured Term Loan A to Airmall Inc. (12.00% (LIBOR + 9.00% with 3.00% LIBOR floor), due 6/30/2015)
|
First priority lien
|
|
|
27,587
|
|
|
Senior Secured Term Loan B to Airmall Inc. (12.00% plus 6.00% PIK, due 12/31/2015)
|
First priority lien
|
|
|
17,697
|
|
|||
Series A Preferred Stock of AMU Holdings Inc. (9,919.684 shares)
|
|
100.00%
|
—
|
|
|
|||
Common Stock of AMU Holdings Inc. (100 shares)
|
|
100.00%
|
—
|
|
|
|||
APH Property Holdings, LLC
|
Real Estate (Florida)
|
Senior Term Loan to American Property REIT Corp. (6.00% (LIBOR + 4.00% with 2.00% LIBOR floor) plus 5.50% PIK, due 4/1/2019)
|
First priority lien
|
|
|
167,743
|
|
|
Membership Interest in APH Property Holdings, LLC
|
|
100.00%
|
38,416
|
|
|
|||
Arctic Oilfield Equipment USA, Inc.
|
Oil & Gas Production (Wyoming)
|
Senior Secured Term Loan to Arctic Energy Services, LLC (12.00% (LIBOR + 9.00% with 3.00% LIBOR floor), due 5/5/2019)
|
First priority lien
|
|
|
31,640
|
|
|
Senior Subordinated Term Loan to Arctic Energy Services, LLC (14.00% (LIBOR + 11.00% with 3.00% LIBOR floor), due 5/5/2019)
|
Second priority lien
|
|
|
20,230
|
|
|||
Common Stock of Arctic Oilfield Equipment USA, Inc. (100 shares)
|
|
100.00%
|
9,244
|
|
|
|||
ARRM Services, Inc. (f/k/a ARRM Holdings Inc.)
|
Manufacturing (South Carolina)
|
Senior Secured Note to Ajax Rolled Ring & Machine, LLC (10.50% (LIBOR + 7.50% with 3.00% LIBOR floor), due 3/30/2018)
|
First priority lien
|
|
|
19,337
|
|
|
Series B Preferred Stock of ARRM Services, Inc. (25,000 shares)
|
|
100.00%
|
6,199
|
|
|
|||
Series A Convertible Preferred Stock of ARRM Services, Inc. (6,142.60 shares)
|
|
85.76%
|
—
|
|
|
|||
Common Stock of ARRM Services, Inc. (6.00 shares)
|
|
2.09%
|
—
|
|
|
Portfolio Company
|
Nature of its Principal Business (Location)
|
Title and Class of Securities Held
|
Collateral Held
|
% of Class Held
|
Fair Value (Equity)
|
Fair Value (Debt)
|
||
|
|
|
|
|
(in thousands)
|
(in thousands)
|
||
AWC, LLC
|
Machinery (North Carolina)
|
Members Units – Class A (1,800,000 units)
|
|
|
—
|
|
|
|
Members Units – Class B-1 (1 unit)
|
|
|
—
|
|
|
|||
Members Units – Class B-2 (7,999,999 units)
|
|
|
—
|
|
|
|||
BXC Company, Inc. (f/k/a BXC Holding Company)
|
Textiles, Apparel & Luxury Goods (Georgia)
|
Senior Secured Term Loan A to Boxercraft Incorporated (10.00% plus 1.00% PIK, in non-accrual status effective 1/1/2014, due 9/15/2015)
|
First priority lien
|
|
|
1,629
|
|
|
Senior Secured Term Loan B to Boxercraft Incorporated (10.00% plus 1.00% PIK, in non-accrual status effective 1/1/2014, due 9/15/2015)
|
First priority lien
|
|
|
486
|
|
|||
Senior Secured Term Loan C to Boxercraft Incorporated (10.00% plus 1.00% PIK, in non-accrual status effective 1/1/2014, due 9/15/2015)
|
First priority lien
|
|
|
—
|
|
|||
Senior Secured Term Loan D to Boxercraft Incorporated (10.00% plus 1.00% PIK, in non-accrual status effective 4/18/2014, due 9/15/2015)
|
First priority lien
|
|
|
—
|
|
|||
Senior Secured Term Loan to Boxercraft Incorporated (10.00% plus 1.00% PIK, in non-accrual status effective 1/1/2014, due 9/15/2015)
|
First priority lien
|
|
|
—
|
|
|||
Series A Preferred Stock of BXC Company, Inc. (12,520,000 shares)
|
|
86.68%
|
—
|
|
|
|||
Series B Preferred Stock of BXC Company, Inc. (2,400,000 shares)
|
|
96.80%
|
—
|
|
|
|||
Common Stock of BXC Company, Inc. (138,250 shares)
|
|
83.10%
|
—
|
|
|
|||
Warrant (to purchase 15% of all classes of equity of BXC Company, Inc., expires 8/31/2022)
|
|
|
—
|
|
|
|||
CCPI Holdings Inc.
|
Manufacturing (Ohio)
|
Senior Secured Term Loan A to CCPI Inc. (10.00%, due 12/31/2017)
|
First priority lien
|
|
|
17,213
|
|
|
Senior Secured Term Loan B to CCPI Inc. (12.00% plus 7.00% PIK, due 12/31/2017)
|
First priority lien
|
|
|
8,245
|
|
|||
Common Stock of CCPI Holdings Inc. (100 shares)
|
|
100.00%
|
7,136
|
|
|
|||
CP Holdings of Delaware LLC
|
Oil & Gas Production (Oklahoma)
|
Senior Secured Term Loan A to CP Well Testing, LLC (7.00% (LIBOR + 5.00% with 2.00% LIBOR floor), due 4/1/2019)
|
First priority lien
|
|
|
11,035
|
|
|
Senior Secured Term Loan B to CP Well Testing, LLC (10.00% (LIBOR + 8.00% with 2.00% LIBOR floor) plus 7.50% PIK, due 4/1/2019)
|
First priority lien
|
|
|
72,238
|
|
|||
Second Lien Term Loan to CP Well Testing, LLC (9.00% (LIBOR + 7.00% with 2.00% LIBOR floor) plus 9.00% PIK, due 4/1/2019)
|
Second priority lien
|
|
|
15,000
|
|
|||
Membership Interest in CP Holdings of Delaware LLC
|
|
100.00%
|
31,846
|
|
|
|||
Credit Central Holdings of Delaware, LLC(1)
|
Consumer Finance (Ohio)
|
Subordinated Term Loan to Credit Central Loan Company, LLC (10.00% plus 10.00% PIK, due 6/26/2019)
|
Second priority lien
|
|
|
36,333
|
|
|
Membership Interest in Credit Central Holdings of Delaware, LLC
|
|
100.00%
|
14,099
|
|
|
|||
Echelon Aviation LLC
|
Aerospace & Defense (New York)
|
Senior Secured Revolving Credit Facility to Echelon Aviation LLC – $150,000 Commitment (11.75% (LIBOR + 9.75% with 2.00% LIBOR floor) plus 2.25% PIK, due 3/31/2022)
|
First priority lien
|
|
|
78,521
|
|
|
Membership Interest in Echelon Aviation LLC
|
|
100.00%
|
14,107
|
|
|
Portfolio Company
|
Nature of its Principal Business (Location)
|
Title and Class of Securities Held
|
Collateral Held
|
% of Class Held
|
Fair Value (Equity)
|
Fair Value (Debt)
|
||
|
|
|
|
|
(in thousands)
|
(in thousands)
|
||
Energy Solutions Holdings Inc.
|
Energy (Texas)
|
Senior Secured Note to Vessel Company, LLC (18.00%, due 12/12/2016)
|
First priority lien
|
|
|
3,500
|
|
|
Senior Secured Note to Vessel Company II, LLC (13.00%, due 11/25/2018)
|
First priority lien
|
|
|
12,504
|
|
|||
Senior Secured Note to Vessel Company III, LLC (13.00%, due 12/3/2018)
|
First priority lien
|
|
|
16,000
|
|
|||
Senior Secured Note to Yatesville Coal Company, LLC (in non-accrual status effective 1/1/2009, past due)
|
First priority lien
|
|
|
—
|
|
|||
Common Stock of Energy Solutions Holdings Inc. (100 shares)
|
|
100.00%
|
—
|
|
|
|||
First Tower Holdings of Delaware LLC(1)
|
Consumer Finance (Mississippi)
|
Subordinated Term Loan to First Tower, LLC (10.00% plus 7.00% PIK, due 6/24/2019)
|
Second priority lien
|
|
|
251,246
|
|
|
Membership Interest in First Tower Holdings of Delaware LLC
|
|
100.00%
|
75,539
|
|
|
|||
Gulf Coast Machine & Supply Company
|
Manufacturing (Texas)
|
Senior Secured Term Loan to Gulf Coast Machine & Supply Company (10.50% (LIBOR + 8.50% with 2.00% LIBOR floor) plus 2.00% default interest on principal, due 10/12/2017)
|
First priority lien
|
|
|
14,459
|
|
|
Series A Convertible Preferred Stock of Gulf Coast Machine & Supply Company (99,900 shares)
|
|
100.00%
|
—
|
|
|
|||
Harbortouch Holdings of Delaware Inc.
|
Business Services (Pennsylvania)
|
Senior Secured Term Loan A to Harbortouch Payments, LLC (9.00% (LIBOR + 7.00% with 2.00% LIBOR floor), due 9/30/2017)
|
First priority lien
|
|
|
130,796
|
|
|
Senior Secured Term Loan B to Harbortouch Payments, LLC (5.50% (LIBOR + 4.00% with 1.50% LIBOR floor) plus 5.50% PIK, due 3/31/2018)
|
First priority lien
|
|
|
137,226
|
|
|||
Common Stock of Harbortouch Holdings of Delaware Inc. (100 share)
|
|
100.00%
|
23,292
|
|
|
|||
The Healing Staff, Inc.
|
Contracting (North Carolina)
|
Secured Promissory Notes to The Healing Staff, Inc. and Vets Securing America, Inc. (15.00%, in non-accrual status effective 12/22/2010, past due)
|
First priority lien
|
|
|
—
|
|
|
Senior Demand Note to The Healing Staff, Inc. (15.00%, in non-accrual status effective 11/1/2010, past due)
|
First priority lien
|
|
|
—
|
|
|||
Common Stock of The Healing Staff, Inc. (1,000 shares)
|
|
100.00%
|
—
|
|
|
|||
Common Stock of Vets Securing America, Inc. (1 share)
|
|
100.00%
|
—
|
|
|
|||
Manx Energy, Inc.
|
Oil & Gas Production (Kansas)
|
Senior Secured Note to Manx Energy, Inc. (13.00%, in non-accrual status effective 1/19/2010, past due)
|
First priority lien
|
|
|
—
|
|
|
Series A-1 Preferred Stock of Manx Energy, Inc. (6,635 shares)
|
|
75.96%
|
—
|
|
|
|||
Common Stock of Manx Energy, Inc. (17,082 shares)
|
|
0.40%
|
—
|
|
|
|||
MITY Holdings of Delaware Inc.
|
Durable Consumer Products (Utah)
|
Revolving Line of Credit to MITY, Inc. – $7,500 Commitment (9.50% (LIBOR + 7.00% with 2.50% LIBOR floor), due 12/23/2014)
|
First priority lien
|
|
|
—
|
|
|
Senior Secured Note A to MITY, Inc. (10.00% (LIBOR + 7.00% with 3.00% LIBOR floor), due 3/19/2019)
|
First priority lien
|
|
|
18,250
|
|
|||
Senior Secured Note B to MITY, Inc. (10.00% (LIBOR + 7.00% with 3.00% LIBOR floor) plus 10.00% PIK, due 3/19/2019)
|
First priority lien
|
|
|
15,769
|
|
|||
Common Stock of MITY Holdings of Delaware Inc. (100 shares)
|
|
100.00%
|
15,270
|
|
|
Portfolio Company
|
Nature of its Principal Business (Location)
|
Title and Class of Securities Held
|
Collateral Held
|
% of Class Held
|
Fair Value (Equity)
|
Fair Value (Debt)
|
||
|
|
|
|
|
(in thousands)
|
(in thousands)
|
||
Ark-La-Tex Wireline Services, LLC
|
Oil and Gas Production (Louisiana)
|
Senior Secured Term Loan A (6.50% (LIBOR + 5.50% with 1.00% LIBOR floor), due 4/8/2019)
|
First priority lien
|
|
|
26,831
|
|
|
Senior Secured Term Loan B (10.50% (LIBOR + 9.50% with 1.00% LIBOR floor), due 4/8/2019)
|
First priority lien
|
|
|
26,831
|
|
|||
Delayed Draw Term Loan – $5,000 Commitment (, due 4/8/2019)
|
First priority lien
|
|
|
—
|
|
|||
Armor Holding II LLC
|
Diversified Financial Services (New York)
|
Second Lien Term Loan (10.25% (LIBOR + 9.00% with 1.25% LIBOR floor), due 12/26/2020)
|
Second priority lien
|
|
|
6,874
|
|
|
Atlantis Health Care Group (Puerto Rico), Inc.
|
Healthcare (Puerto Rico)
|
Revolving Line of Credit – $3,000 Commitment (13.00% (LIBOR + 11.00% with 2.00% LIBOR floor), due 8/21/2014)
|
First priority lien
|
|
|
2,350
|
|
|
Senior Term Loan (10.00% (LIBOR + 8.00% with 2.00% LIBOR floor), due 2/21/2018)
|
First priority lien
|
|
|
34,102
|
|
|||
Babson CLO Ltd. 2011-I(1)
|
Diversified Financial Services (Cayman Islands)
|
Subordinated Notes (Residual Interest)
|
|
66.16%
|
33,801
|
|
|
|
Babson CLO Ltd. 2012-I(1)
|
Diversified Financial Services (Cayman Islands)
|
Subordinated Notes (Residual Interest)
|
|
74.41%
|
26,401
|
|
|
|
Babson CLO Ltd. 2012-II(1)
|
Diversified Financial Services (Cayman Islands)
|
Subordinated Notes (Residual Interest)
|
|
73.58%
|
27,230
|
|
|
|
Blue Coat Systems, Inc.
|
Software & Computer Services (Massachusetts)
|
Second Lien Term Loan (9.50% (LIBOR + 8.50% with 1.00% LIBOR floor), due 6/28/2020)
|
Second priority lien
|
|
|
11,000
|
|
|
Broder Bros., Co.
|
Textiles, Apparel & Luxury Goods (Pennsylvania)
|
Senior Secured Notes (10.25% (LIBOR + 9.00% with 1.25% LIBOR floor), due 4/8/2019)
|
First priority lien
|
|
|
257,575
|
|
|
Brookside Mill CLO Ltd.(1)
|
Diversified Financial Services (Cayman Islands)
|
Subordinated Notes (Residual Interest)
|
|
50.86%
|
25,081
|
|
|
|
Byrider Systems Acquisition Corp.(1)
|
Auto Finance (Indiana)
|
Senior Subordinated Notes (12.00% plus 2.00% PIK, due 11/3/2016)
|
First priority lien
|
|
|
11,139
|
|
|
Caleel + Hayden, LLC
|
Personal & Nondurable Consumer Products (Colorado)
|
Membership Interest
|
|
2.80%
|
182
|
|
|
|
Escrow Receivable
|
|
|
118
|
|
|
|||
Capstone Logistics, LLC
|
Commercial Services (Georgia)
|
Senior Secured Term Loan A (6.50% (LIBOR + 5.00% with 1.50% LIBOR floor), due 9/16/2016)
|
First priority lien
|
|
|
92,085
|
|
|
Senior Secured Term Loan B (11.50% (LIBOR + 10.00% with 1.50% LIBOR floor), due 9/16/2016)
|
First priority lien
|
|
|
98,465
|
|
|||
Cent CLO 17 Limited(1)
|
Diversified Financial Services (Cayman Islands)
|
Subordinated Notes (Residual Interest)
|
|
56.14%
|
23,896
|
|
|
|
Cent CLO 20 Limited(1)
|
Diversified Financial Services (Cayman Islands)
|
Subordinated Notes (Residual Interest)
|
|
90.00%
|
40,259
|
|
|
|
Cent CLO 21 Limited(1)
|
Diversified Financial Services (Cayman Islands)
|
Subordinated Notes (Residual Interest)
|
|
89.08%
|
46,154
|
|
|
|
CIFC Funding 2011-I, Ltd.(1)
|
Diversified Financial Services (Cayman Islands)
|
Class D Senior Secured Notes (5.23% (LIBOR + 5.00%, due 1/19/2023)
|
First priority lien
|
100.00%
|
|
18,037
|
|
|
Class E Subordinated Notes (7.23% (LIBOR + 7.00%, due 1/19/2023)
|
Second priority lien
|
86.03%
|
|
15,162
|
|
|||
CIFC Funding 2013-III, Ltd.(1)
|
Diversified Financial Services (Cayman Islands)
|
Subordinated Notes (Residual Interest)
|
|
90.00%
|
43,217
|
|
|
Portfolio Company
|
Nature of its Principal Business (Location)
|
Title and Class of Securities Held
|
Collateral Held
|
% of Class Held
|
Fair Value (Equity)
|
Fair Value (Debt)
|
||
|
|
|
|
|
(in thousands)
|
(in thousands)
|
||
CIFC Funding 2013-IV, Ltd.(1)
|
Diversified Financial Services (Cayman Islands)
|
Subordinated Notes (Residual Interest)
|
|
85.05%
|
40,934
|
|
|
|
Cinedigm DC Holdings, LLC
|
Software & Computer Services (New York)
|
Senior Secured Term Loan (11.00% (LIBOR + 9.00% with 2.00% LIBOR floor) plus 2.50% PIK, due 3/31/2021)
|
First priority lien
|
|
|
68,714
|
|
|
The Copernicus Group, Inc.
|
Healthcare (North Carolina)
|
Escrow Receivable
|
|
|
115
|
|
|
|
Correctional Healthcare Holding Company, Inc.
|
Healthcare (Colorado)
|
Second Lien Term Loan (11.25%, due 1/11/2020)
|
Second priority lien
|
|
|
27,642
|
|
|
Coverall North America, Inc.
|
Commercial Services (Florida)
|
Senior Secured Term Loan (11.50% (LIBOR + 8.50% with 3.00% LIBOR floor), due 12/17/2017)
|
First priority lien
|
|
|
51,210
|
|
|
Crosman Corporation
|
Manufacturing (New York)
|
Second Lien Term Loan (12.00% (LIBOR + 10.50% with 1.50% LIBOR floor), due 12/30/2019)
|
Second priority lien
|
|
|
39,708
|
|
|
CRT MIDCO, LLC
|
Media (Wisconsin)
|
Senior Secured Term Loan (10.50% (LIBOR + 7.50% with 3.00% LIBOR floor), due 6/30/2017)
|
First priority lien
|
|
|
47,504
|
|
|
Deltek, Inc.
|
Software & Computer Services (Virginia)
|
Second Lien Term Loan (10.00% (LIBOR + 8.75% with 1.25% LIBOR floor), due 10/10/2019)
|
Second priority lien
|
|
|
12,000
|
|
|
Diamondback Operating, LP
|
Oil & Gas Production (Oklahoma)
|
Net Profits Interest (15% of Equity Distributions)
|
|
|
—
|
|
|
|
Dover Saddlery, Inc.
|
Retail (Massachusetts)
|
Common Stock (30,974 shares)
|
|
0.58%
|
168
|
|
|
|
Edmentum, Inc. (f/k/a Archipelago Learning, Inc.)
|
Consumer Services (Minnesota)
|
Second Lien Term Loan (11.25% (LIBOR + 9.75% with 1.50% LIBOR floor), due 5/17/2019)
|
Second priority lien
|
|
|
50,000
|
|
|
Empire Today, LLC
|
Durable Consumer Products (Illinois)
|
Senior Secured Note (11.375%, due 2/1/2017)
|
First priority lien
|
|
|
15,700
|
|
|
Fischbein, LLC
|
Machinery (North Carolina)
|
Escrow Receivable
|
|
|
116
|
|
|
|
Fleetwash, Inc.
|
Business Services (New Jersey)
|
Senior Secured Term Loan A (6.50% (LIBOR + 5.50% with 1.00% LIBOR floor), due 4/30/2019)
|
First priority lien
|
|
|
25,000
|
|
|
Senior Secured Term Loan B (10.50% (LIBOR + 9.50% with 1.00% LIBOR floor), due 4/30/2019)
|
First priority lien
|
|
|
25,000
|
|
|||
Delayed Draw Term Loan – $15,000 Commitment (9.50% (LIBOR + 8.50% with 1.00% LIBOR floor), due 4/30/2019)
|
First priority lien
|
|
|
—
|
|
|||
Focus Brands, Inc.
|
Consumer Services (Georgia)
|
Second Lien Term Loan (10.25% (LIBOR + 9.00% with 1.25% LIBOR floor), due 8/21/2018)
|
Second priority lien
|
|
|
18,000
|
|
|
Focus Products Group International, LLC (f/k/a FPG, LLC)
|
Durable Consumer Products (Illinois)
|
Senior Secured Term Loan (12.00% (LIBOR + 11.00% with 1.00% LIBOR floor), due 1/20/2017)
|
First priority lien
|
|
|
19,886
|
|
|
Common Stock (5,638 shares)
|
|
0.37%
|
—
|
|
|
|||
Galaxy XII CLO, Ltd.(1)
|
Diversified Financial Services (Cayman Islands)
|
Subordinated Notes (Residual Interest)
|
|
51.16%
|
20,449
|
|
|
|
Galaxy XV CLO, Ltd.(1)
|
Diversified Financial Services (Cayman Islands)
|
Subordinated Notes (Residual Interest)
|
|
50.34%
|
31,824
|
|
|
|
Galaxy XVI CLO, Ltd.(1)
|
Diversified Financial Services (Cayman Islands)
|
Subordinated Notes (Residual Interest)
|
|
51.02%
|
20,573
|
|
|
|
Galaxy XVII CLO, Ltd.(1)
|
Diversified Financial Services (Cayman Islands)
|
Subordinated Notes (Residual Interest)
|
|
79.10%
|
36,589
|
|
|
|
Global Employment Solutions, Inc.
|
Business Services (Colorado)
|
Senior Secured Term Loan (10.00% (LIBOR + 9.00% with 1.00% LIBOR floor), due 3/25/2019)
|
First priority lien
|
|
|
28,464
|
|
Portfolio Company
|
Nature of its Principal Business (Location)
|
Title and Class of Securities Held
|
Collateral Held
|
% of Class Held
|
Fair Value (Equity)
|
Fair Value (Debt)
|
||
|
|
|
|
|
(in thousands)
|
(in thousands)
|
||
Grocery Outlet, Inc.
|
Retail (California)
|
Second Lien Term Loan (10.50% (LIBOR + 9.25% with 1.25% LIBOR floor), due 6/17/2019)
|
Second priority lien
|
|
|
14,457
|
|
|
GTP Operations, LLC (f/k/a CI (Transplace) Holdings, LLC)
|
Software & Computer Services (Texas)
|
Senior Secured Term Loan (10.00% (LIBOR + 5.00% with 5.00% LIBOR floor), due 12/11/2018)
|
First priority lien
|
|
|
112,546
|
|
|
Halcyon Loan Advisors Funding 2012-1 Ltd.(1)
|
Diversified Financial Services (Cayman Islands)
|
Subordinated Notes (Residual Interest)
|
|
62.88%
|
22,570
|
|
|
|
Halcyon Loan Advisors Funding 2013-1 Ltd.(1)
|
Diversified Financial Services (Cayman Islands)
|
Subordinated Notes (Residual Interest)
|
|
78.60%
|
41,509
|
|
|
|
Halcyon Loan Advisors Funding 2014-1 Ltd.(1)
|
Diversified Financial Services (Cayman Islands)
|
Subordinated Notes (Residual Interest)
|
|
63.64%
|
23,110
|
|
|
|
Halcyon Loan Advisors Funding 2014-2 Ltd.(1)
|
Diversified Financial Services (Cayman Islands)
|
Subordinated Notes (Residual Interest)
|
|
78.37%
|
38,066
|
|
|
|
Harley Marine Services, Inc.
|
Transportation (Washington)
|
Second Lien Term Loan (10.50% (LIBOR + 9.25% with 1.25% LIBOR floor), due 12/20/2019)
|
Second priority lien
|
|
|
8,832
|
|
|
ICON Health & Fitness, Inc.
|
Durable Consumer Products (Utah)
|
Senior Secured Note (11.875%, due 10/15/2016)
|
First priority lien
|
|
|
20,889
|
|
|
ICV-CSI Holdings, LLC (f/k/a Cargo Airport Services USA, LLC)
|
Transportation (New York)
|
Membership Units (1.6 units)
|
|
4.71%
|
2,079
|
|
|
|
IDQ Holdings, Inc.
|
Automobile (Texas)
|
Senior Secured Note (11.50%, due 4/1/2017)
|
First priority lien
|
|
|
12,500
|
|
|
Ikaria, Inc.
|
Healthcare (New Jersey)
|
Second Lien Term Loan (8.75% (LIBOR + 7.75% with 1.00% LIBOR floor), due 2/12/2022)
|
Second priority lien
|
|
|
25,000
|
|
|
Injured Workers Pharmacy, LLC
|
Healthcare (Massachusetts)
|
Second Lien Term Loan (11.50% (LIBOR + 7.00% with 4.50% LIBOR floor) plus 1.00% PIK, due 5/31/2019)
|
Second priority lien
|
|
|
22,904
|
|
|
Instant Web, LLC
|
Media (Minnesota)
|
Senior Secured Term Loan A (5.50% (LIBOR + 4.50% with 1.00% LIBOR floor), due 3/28/2019)
|
First priority lien
|
|
|
126,453
|
|
|
Senior Secured Term Loan B (12.00% (LIBOR + 11.00% with 1.00% LIBOR floor), due 3/28/2019)
|
First priority lien
|
|
|
128,000
|
|
|||
Senior Secured Term Loan C (12.75% (LIBOR + 11.75% with 1.00% LIBOR floor), due 3/28/2019)
|
First priority lien
|
|
|
12,500
|
|
|||
InterDent, Inc.
|
Healthcare (California)
|
Senior Secured Term Loan A (7.25% (LIBOR + 5.75% with 1.50% LIBOR floor), due 8/3/2017)
|
First priority lien
|
|
|
63,225
|
|
|
Senior Secured Term Loan B (12.25% (LIBOR + 9.25% with 3.00% LIBOR floor), due 8/3/2017)
|
First priority lien
|
|
|
67,625
|
|
|||
JHH Holdings, Inc.
|
Healthcare (Texas)
|
Second Lien Term Loan (11.25% (LIBOR + 10.00% with 1.25% LIBOR floor) plus 0.50% PIK, due 3/30/2019)
|
Second priority lien
|
|
|
35,119
|
|
|
LaserShip, Inc.
|
Transportation (Virginia)
|
Revolving Line of Credit – $5,000 Commitment (10.25% (LIBOR + 8.25% with 2.00% LIBOR floor), due 12/21/2014)
|
First priority lien
|
|
|
—
|
|
|
Senior Secured Term Loan A (10.25% (LIBOR + 8.25% with 2.00% LIBOR floor), due 3/18/2019)
|
First priority lien
|
|
|
36,094
|
|
|||
Senior Secured Term Loan B (10.25% (LIBOR + 8.25% with 2.00% LIBOR floor), due 3/18/2019)
|
First priority lien
|
|
|
22,111
|
|
|||
Delayed Draw Term Loan – $6,000 Commitment (2.00%, due 12/31/2015)
|
First priority lien
|
|
|
—
|
|
Portfolio Company
|
Nature of its Principal Business (Location)
|
Title and Class of Securities Held
|
Collateral Held
|
% of Class Held
|
Fair Value (Equity)
|
Fair Value (Debt)
|
||
|
|
|
|
|
(in thousands)
|
(in thousands)
|
||
LCM XIV Ltd.(1)
|
Diversified Financial Services (Cayman Islands)
|
Income Notes (Residual Interest)
|
|
84.13%
|
25,124
|
|
|
|
LHC Holdings Corp.
|
Healthcare (Florida)
|
Revolving Line of Credit – $750 Commitment (8.50% (LIBOR + 6.00% with 2.50% LIBOR floor), due 5/31/2015)
|
First priority lien
|
|
|
—
|
|
|
Senior Subordinated Debt (10.50%, due 5/31/2015)
|
Second priority lien
|
|
|
1,865
|
|
|||
Membership Interest (125 units)
|
|
2.46%
|
253
|
|
|
|||
Madison Park Funding IX, Ltd.(1)
|
Diversified Financial Services (Cayman Islands)
|
Subordinated Notes (Residual Interest)
|
|
51.00%
|
27,266
|
|
|
|
Matrixx Initiatives, Inc.
|
Pharmaceuticals (New Jersey)
|
Senior Secured Term Loan A (7.50% (LIBOR + 6.00% with 1.50% LIBOR floor), due 8/9/2018)
|
First priority lien
|
|
|
36,839
|
|
|
Senior Secured Term Loan B (12.50% (LIBOR + 11.00% with 1.50% LIBOR floor), due 8/9/2018)
|
First priority lien
|
|
|
36,851
|
|
|||
Maverick Healthcare Equity, LLC
|
Healthcare (Arizona)
|
Preferred Units (1,250,000 units)
|
|
1.36%
|
821
|
|
|
|
Class A Common Units (1,250,000 units)
|
|
1.17%
|
—
|
|
|
|||
Mountain View CLO 2013-I Ltd.(1)
|
Diversified Financial Services (Cayman Islands)
|
Subordinated Notes (Residual Interest)
|
|
97.00%
|
43,555
|
|
|
|
NCP Finance Limited Partnership(1)
|
Consumer Finance (Ohio)
|
Subordinated Secured Term Loan (11.00% (LIBOR + 9.75% with 1.25% LIBOR floor), due 9/30/2018)
|
Second priority lien
|
|
|
12,208
|
|
|
New Century Transportation, Inc.
|
Transportation (New Jersey)
|
Senior Subordinated Term Loan (12.00% (LIBOR + 10.00% with 2.00% LIBOR floor) plus 4.00% PIK, in non-accrual status effective 4/1/2014, due 2/3/2018)
|
Second priority lien
|
|
|
—
|
|
|
Nixon, Inc.
|
Durable Consumer Products (California)
|
Senior Secured Term Loan (8.75% plus 2.75% PIK, due 4/16/2018)
|
First priority lien
|
|
|
13,316
|
|
|
NRG Manufacturing, Inc.
|
Manufacturing (Texas)
|
Escrow Receivable
|
|
|
1,110
|
|
|
|
Octagon Investment Partners XV, Ltd.(1)
|
Diversified Financial Services (Cayman Islands)
|
Income Notes (Residual Interest)
|
|
50.12%
|
26,732
|
|
|
|
Onyx Payments, Inc. (f/k/a Pegasus Business Intelligence, LP)
|
Diversified Financial Services (Texas)
|
Senior Secured Term Loan A (6.75% (LIBOR + 5.50% with 1.25% LIBOR floor), due 4/18/2018)
|
First priority lien
|
|
|
15,125
|
|
|
Senior Secured Term Loan B (13.75% (LIBOR + 12.50% with 1.25% LIBOR floor), due 4/18/2018)
|
First priority lien
|
|
|
15,938
|
|
|||
Pelican Products, Inc.
|
Durable Consumer Products (California)
|
Second Lien Term Loan (9.25% (LIBOR + 8.25% with 1.00% LIBOR floor), due 4/9/2021)
|
Second priority lien
|
|
|
17,500
|
|
|
Photonis Technologies SAS(1)
|
Aerospace & Defense (France)
|
First Lien Term Loan (8.50% (LIBOR + 7.50% with 1.00% LIBOR floor), due 9/18/2019)
|
First priority lien
|
|
|
10,339
|
|
|
Pinnacle (US) Acquisition Co. Limited
|
Software & Computer Services (Texas)
|
Second Lien Term Loan (10.50% (LIBOR + 9.25% with 1.25% LIBOR floor), due 8/3/2020)
|
Second priority lien
|
|
|
10,000
|
|
|
PrimeSport, Inc.
|
Hotels, Restaurants & Leisure (Georgia)
|
Revolving Line of Credit – $15,000 Commitment (10.00% (LIBOR + 9.50% with 0.50% LIBOR floor), due 12/23/2014)
|
First priority lien
|
|
|
—
|
|
|
Senior Secured Term Loan A (7.50% (LIBOR + 6.50% with 1.00% LIBOR floor), due 12/23/2019)
|
First priority lien
|
|
|
43,263
|
|
|||
Senior Secured Term Loan B (11.50% (LIBOR + 10.50% with 1.00% LIBOR floor) plus 1.00% PIK, due 12/23/2019)
|
First priority lien
|
|
|
43,700
|
|
|||
Prince Mineral Holding Corp.
|
Metal Services & Minerals (New York)
|
Senior Secured Term Loan (11.50%, due 12/15/2019)
|
First priority lien
|
|
|
10,000
|
|
Portfolio Company
|
Nature of its Principal Business (Location)
|
Title and Class of Securities Held
|
Collateral Held
|
% of Class Held
|
Fair Value (Equity)
|
Fair Value (Debt)
|
||
|
|
|
|
|
(in thousands)
|
(in thousands)
|
||
Progrexion Holdings, Inc.
|
Consumer Services (Utah)
|
Senior Secured Term Loan (10.50% (LIBOR + 8.50% with 2.00% LIBOR floor), due 9/14/2017)
|
First priority lien
|
|
|
436,647
|
|
|
Rocket Software, Inc.
|
Software & Computer Services (Massachusetts)
|
Second Lien Term Loan (10.25% (LIBOR + 8.75% with 1.50% LIBOR floor), due 2/8/2019)
|
Second priority lien
|
|
|
20,000
|
|
|
Royal Adhesives & Sealants, LLC
|
Chemicals (Indiana)
|
Second Lien Term Loan (9.75% (LIBOR + 8.50% with 1.25% LIBOR floor), due 1/31/2019)
|
Second priority lien
|
|
|
19,713
|
|
|
Ryan, LLC
|
Business Services (Texas)
|
Subordinated Unsecured Notes (12.00% (LIBOR + 9.00% with 3.00% LIBOR floor) plus 3.00% PIK, due 6/30/2018)
|
None
|
|
|
70,531
|
|
|
Sandow Media, LLC
|
Media (Florida)
|
Senior Secured Term Loan (12.00%, due 5/8/2018)
|
First priority lien
|
|
|
23,524
|
|
|
Small Business Whole Loan Portfolio
|
Diversified Financial Services (New York)
|
144 small business loans issued by OnDeck Capital, Inc.
|
None
|
|
|
4,252
|
|
|
Snacks Parent Corporation
|
Food Products (Minnesota)
|
Series A Preferred Stock (4,021.45 shares)
|
|
0.37%
|
—
|
|
|
|
Series B Preferred Stock (1,866.10 shares)
|
|
0.37%
|
—
|
|
|
|||
Warrant (to purchase 31,196.52 shares of Common Stock, expires 11/12/2020)
|
|
|
1,819
|
|
|
|||
Spartan Energy Services, Inc.
|
Energy (Louisiana)
|
Senior Secured Term Loan (10.50% (LIBOR + 9.00% with 1.50% LIBOR floor), due 12/28/2017)
|
First priority lien
|
|
|
35,633
|
|
|
Speedy Group Holdings Corp.(1)
|
Consumer Finance (Canada)
|
Senior Unsecured Notes (12.00%, due 11/15/2017)
|
None
|
|
|
15,000
|
|
|
Sport Helmets Holdings, LLC
|
Personal & Nondurable Consumer Products (New York)
|
Escrow Receivable
|
|
|
130
|
|
|
|
Stauber Performance Ingredients, Inc.
|
Food Products (California)
|
Senior Secured Term Loan (10.50% (LIBOR + 7.50% with 3.00% LIBOR floor), due 1/21/2016)
|
First priority lien
|
|
|
12,809
|
|
|
Senior Secured Term Loan (10.50% (LIBOR + 7.50% with 3.00% LIBOR floor), due 5/21/2017)
|
First priority lien
|
|
|
9,975
|
|
|||
Stryker Energy, LLC
|
Oil & Gas Production (Ohio)
|
Subordinated Secured Revolving Credit Facility – $50,300 Commitment (12.25% (LIBOR + 10.75% with 1.50% LIBOR floor) plus 3.75% PIK, in non-accrual status effective 12/1/2011, due 12/1/2015)
|
Second priority lien
|
|
|
—
|
|
|
Overriding Royalty Interests
|
|
|
—
|
|
|
|||
Sudbury Mill CLO Ltd.(1)
|
Diversified Financial Services (Cayman Islands)
|
Subordinated Notes (Residual Interest)
|
|
61.30%
|
26,140
|
|
|
|
Symphony CLO IX Ltd.(1)
|
Diversified Financial Services (Cayman Islands)
|
Preference Shares (Residual Interest)
|
|
71.09%
|
44,294
|
|
|
|
Symphony CLO XIV Ltd.(1)
|
Diversified Financial Services (Cayman Islands)
|
Subordinated Notes (Residual Interest)
|
|
67.47%
|
49,025
|
|
|
|
System One Holdings, LLC
|
Business Services (Pennsylvania)
|
Senior Secured Term Loan (11.00% (LIBOR + 9.50% with 1.50% LIBOR floor), due 12/31/2018)
|
First priority lien
|
|
|
44,646
|
|
|
Targus Group International, Inc.
|
Durable Consumer Products (California)
|
First Lien Term Loan (11.00% (LIBOR + 9.50% with 1.50% LIBOR floor) plus 1.0% PIK, due 5/24/2016)
|
First priority lien
|
|
|
19,949
|
|
|
TB Corp.
|
Hotels, Restaurants & Leisure (Texas)
|
Senior Subordinated Note (12.00% plus 1.50% PIK, due 12/19/2018)
|
Second priority lien
|
|
|
23,628
|
|
|
Tectum Holdings, Inc.
|
Automobile (Michigan)
|
Second Lien Term Loan (9.00% (LIBOR + 8.00%, due 3/12/2019)
|
Second priority lien
|
|
|
9,952
|
|
|
Therakos, Inc.
|
Healthcare (New Jersey)
|
Second Lien Term Loan (11.25% (LIBOR + 10.00% with 1.25% LIBOR floor), due 6/27/2018)
|
Second priority lien
|
|
|
13,000
|
|
Portfolio Company
|
Nature of its Principal Business (Location)
|
Title and Class of Securities Held
|
Collateral Held
|
% of Class Held
|
Fair Value (Equity)
|
Fair Value (Debt)
|
||
|
|
|
|
|
(in thousands)
|
(in thousands)
|
||
Tolt Solutions, Inc.
|
Business Services (South Carolina)
|
Senior Secured Term Loan A (7.00% (LIBOR + 6.00% with 1.00% LIBOR floor), due 3/7/2019)
|
First priority lien
|
|
|
48,705
|
|
|
Senior Secured Term Loan B (12.00% (LIBOR + 11.00% with 1.00% LIBOR floor), due 3/7/2019)
|
First priority lien
|
|
|
48,900
|
|
|||
Traeger Pellet Grills LLC
|
Durable Consumer Products (Oregon)
|
Senior Secured Term Loan A (6.50% (LIBOR + 4.50% with 2.00% LIBOR floor), due 6/18/2018)
|
First priority lien
|
|
|
29,100
|
|
|
Senior Secured Term Loan B (11.50% (LIBOR + 9.50% with 2.00% LIBOR floor), due 6/18/2018)
|
First priority lien
|
|
|
29,700
|
|
|||
Transaction Network Services, Inc.
|
Telecommunication Services (Virginia)
|
Second Lien Term Loan (9.00% (LIBOR + 8.00% with 1.00% LIBOR floor), due 8/14/2020)
|
Second priority lien
|
|
|
5,000
|
|
|
TriMark USA, LLC
|
Hotels, Restaurants & Leisure (Massachusetts)
|
Second Lien Term Loan (10.00% (LIBOR + 9.00% with 1.00% LIBOR floor), due 8/11/2019)
|
Second priority lien
|
|
|
9,810
|
|
|
United Sporting Companies, Inc.
|
Durable Consumer Products (South Carolina)
|
Second Lien Term Loan (12.75% (LIBOR + 11.00% with 1.75% LIBOR floor), due 5/16/2018)
|
Second priority lien
|
|
|
160,000
|
|
|
United States Environmental Services, LLC
|
Commercial Services (Texas)
|
Senior Secured Term Loan A (6.50% (LIBOR + 5.50% with 1.00% LIBOR floor), due 3/31/2019)
|
First priority lien
|
|
|
23,850
|
|
|
Senior Secured Term Loan B (11.50% (LIBOR + 10.50% with 1.00% LIBOR floor), due 3/31/2019)
|
First priority lien
|
|
|
36,000
|
|
|||
Venio LLC (f/k/a LM Keane Acquisition Co.)
|
Business Services (Pennsylvania)
|
Second Lien Term Loan (12.00% (LIBOR + 9.50% with 2.50% LIBOR floor), due 2/19/2020)
|
Second priority lien
|
|
|
16,726
|
|
|
Voya CLO 2012-2, Ltd. (f/k/a ING IM CLO 2012-2, Ltd.)(1)
|
Diversified Financial Services (Cayman Islands)
|
Income Notes (Residual Interest)
|
|
95.00%
|
35,843
|
|
|
|
Voya CLO 2012-3, Ltd. (f/k/a ING IM CLO 2012-3, Ltd.)(1)
|
Diversified Financial Services (Cayman Islands)
|
Income Notes (Residual Interest)
|
|
95.01%
|
43,960
|
|
|
|
Voya CLO 2012-4, Ltd. (f/k/a ING IM CLO 2012-4, Ltd.)(1)
|
Diversified Financial Services (Cayman Islands)
|
Income Notes (Residual Interest)
|
|
95.00%
|
39,647
|
|
|
|
Voya CLO 2014-1, Ltd. (f/k/a ING IM CLO 2014-1, Ltd.)(1)
|
Diversified Financial Services (Cayman Islands)
|
Subordinated Notes (Residual Interest)
|
|
94.27%
|
32,949
|
|
|
|
Washington Mill CLO Ltd.(1)
|
Diversified Financial Services (Cayman Islands)
|
Subordinated Notes (Residual Interest)
|
|
52.87%
|
21,583
|
|
|
|
Water Pik, Inc.
|
Personal & Nondurable Consumer Products (Colorado)
|
Second Lien Term Loan (9.75% (LIBOR + 8.75% with 1.00% LIBOR floor), due 1/8/2021)
|
Second priority lien
|
|
|
10,604
|
|
|
Wheel Pros, LLC
|
Business Services (Colorado)
|
Senior Subordinated Secured Note (11.00% (LIBOR + 7.00% with 4.00% LIBOR floor), due 6/29/2020)
|
Second priority lien
|
|
|
12,000
|
|
|
Delayed Draw Term Loan – $3,000 Commitment (11.00% (LIBOR + 7.00% with 4.00% LIBOR floor), due 12/30/2015)
|
Second priority lien
|
|
|
—
|
|
|||
Wind River Resources Corporation
|
Oil & Gas Production (Utah)
|
Senior Secured Note (13.00% (LIBOR + 7.50% with 5.50% LIBOR floor) plus 3.00% default interest on principal and 16.00% default interest on past due interest, in non-accrual status effective 12/1/2008, past due)
|
First priority lien
|
|
|
—
|
|
|
Net Profits Interest (5% of Equity Distributions)
|
|
|
—
|
|
|
(1)
|
Certain investments that the Company has determined are not "qualifying" assets" under Section 55(a) of 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. The Company monitors the status of these assets on an ongoing basis
|
•
|
The effect that an offering below NAV per share would have on our stockholders, including the potential dilution they would experience as a result of the offering;
|
•
|
The amount per share by which the offering price per share and the net proceeds per share are less than the most recently determined NAV per share;
|
•
|
The relationship of recent market prices of par common stock to NAV per share and the potential impact of the offering on the market price per share of our common stock;
|
•
|
Whether the estimated offering price would closely approximate the market value of our shares;
|
•
|
The potential market impact of being able to raise capital during the current financial market difficulties;
|
•
|
The nature of any new investors anticipated to acquire shares of common stock in the offering;
|
•
|
The anticipated rate of return on and quality, type and availability of investments; and
|
•
|
The leverage available to us.
|
•
|
existing shareholders who do not purchase any shares of common stock in the offering;
|
•
|
existing shareholders who purchase a relatively small amount of shares of common stock in the offering or a relatively large amount of shares of common stock in the offering; and
|
•
|
new investors who become shareholders by purchasing shares of common stock in the offering.
|
|
|
|
|
Example 1
5% Offering
at 5% Discount
|
|
Example 2
10% Offering
at 10% Discount
|
|
Example 3
25% Offering
at 25% Discount
|
|
Example 4
25% Offering
at 100% Discount
|
||||||||||||||||||||||
|
|
Prior to Sale
Below NAV
|
|
Following
Sale
|
|
%
Change
|
|
Following
Sale
|
|
%
Change
|
|
Following
Sale
|
|
%
Change
|
|
Following
Sale
|
|
%
Change
|
||||||||||||||
Offering Price
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Price per Share to Public
|
|
|
|
|
$
|
10.46
|
|
|
|
|
|
$
|
9.90
|
|
|
|
|
|
$
|
8.25
|
|
|
|
|
|
$
|
—
|
|
|
|
|
|
Net Proceeds per Share to Issuer
|
|
|
|
|
$
|
10.02
|
|
|
|
|
|
$
|
9.50
|
|
|
|
|
|
$
|
7.91
|
|
|
|
|
|
$
|
—
|
|
|
|
|
|
Decrease to NAV
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total Shares Outstanding
|
|
350,000,000
|
|
|
367,500,000
|
|
|
5.00
|
%
|
|
385,000,000
|
|
|
10.00
|
%
|
|
437,500,000
|
|
|
25.00
|
%
|
|
437,500,000
|
|
|
25.00
|
%
|
|||||
NAV per Share
|
|
$
|
10.55
|
|
|
$
|
10.52
|
|
|
(0.24
|
)%
|
|
$
|
10.45
|
|
|
(0.91
|
)%
|
|
$
|
10.02
|
|
|
(5.00
|
)%
|
|
$
|
8.44
|
|
|
(20.00
|
)%
|
Dilution to Nonparticipating Stockholder
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Shares Held by Stockholder A
|
|
350,000
|
|
|
350,000
|
|
|
—
|
%
|
|
350,000
|
|
|
—
|
%
|
|
350,000
|
|
|
—
|
%
|
|
350,000
|
|
|
—
|
%
|
|||||
Percentage Held by Stockholder A
|
|
0.10
|
%
|
|
0.10
|
%
|
|
(4.76
|
)%
|
|
0.09
|
%
|
|
(9.09
|
)%
|
|
0.08
|
%
|
|
(20.00
|
)%
|
|
0.08
|
%
|
|
(20.00
|
)%
|
|||||
Total NAV Held by Stockholder A
|
|
$
|
3,692,500
|
|
|
$
|
3,683,708
|
|
|
(0.24
|
)%
|
|
$
|
3,658,932
|
|
|
(0.91
|
)%
|
|
$
|
3,507,875
|
|
|
(5.00
|
)%
|
|
$
|
2,954,000
|
|
|
(20.00
|
)%
|
Total Investment by Stockholder A (Assumed to be $10.55 per Share on Shares Held Prior to Sale)
|
|
|
|
|
$
|
3,692,500
|
|
|
|
|
|
$
|
3,692,500
|
|
|
|
|
|
$
|
3,692,500
|
|
|
|
|
|
$
|
3,692,500
|
|
|
|
|
|
Total Dilution to Stockholder A (Total NAV Less Total Investment)
|
|
|
|
|
$
|
(8,792
|
)
|
|
|
|
|
$
|
(33,568
|
)
|
|
|
|
|
$
|
(184,625
|
)
|
|
|
|
|
$
|
(738,500
|
)
|
|
|
|
|
NAV per Share Held by Stockholder A
|
|
|
|
|
$
|
10.52
|
|
|
|
|
|
$
|
10.45
|
|
|
|
|
|
$
|
10.02
|
|
|
|
|
|
$
|
8.44
|
|
|
|
|
|
Investment per Share Held by Stockholder A (Assumed to be $10.55 per Share on Shares Held Prior to Sale)
|
|
$
|
10.55
|
|
|
$
|
10.55
|
|
|
|
|
|
$
|
10.55
|
|
|
|
|
|
$
|
10.55
|
|
|
|
|
|
$
|
10.55
|
|
|
|
|
Dilution per Share Held by Stockholder A (NAV per Share Less Investment per Share)
|
|
|
|
|
$
|
(0.03
|
)
|
|
|
|
|
$
|
(0.10
|
)
|
|
|
|
|
$
|
(0.53
|
)
|
|
|
|
|
$
|
(2.11
|
)
|
|
|
|
|
Percentage Dilution to Stockholder A (Dilution per Share Divided by Investment per Share)
|
|
|
|
|
|
|
|
(0.24
|
)%
|
|
|
|
|
(0.91
|
)%
|
|
|
|
|
(5.00
|
)%
|
|
|
|
|
(20.00
|
)%
|
|
|
|
|
50% Participation
|
|
150% Participation
|
||||||||||||
|
|
Prior to Sale Below NAV
|
|
Following Sale
|
|
% Change
|
|
Following Sale
|
|
% Change
|
||||||||
Offering Price
|
|
|
|
|
|
|
|
|
|
|
||||||||
Price per Share to Public
|
|
|
|
|
$
|
8.25
|
|
|
|
|
|
$
|
8.25
|
|
|
|
|
|
Net Proceeds per Share to Issuer
|
|
|
|
|
$
|
7.91
|
|
|
|
|
|
$
|
7.91
|
|
|
|
|
|
Decrease to NAV
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total Shares Outstanding
|
|
350,000,000
|
|
|
437,500,000
|
|
|
25.00
|
%
|
|
437,500,000
|
|
|
25.00
|
%
|
|||
NAV per Share
|
|
$
|
10.55
|
|
|
$
|
10.02
|
|
|
(5.00
|
)%
|
|
$
|
10.02
|
|
|
(5.00
|
)%
|
Dilution to Nonparticipating Stockholder
|
|
|
|
|
|
|
|
|
|
|
||||||||
Shares Held by Stockholder A
|
|
350,000
|
|
|
393,750
|
|
|
12.50
|
%
|
|
481,250
|
|
|
37.50
|
%
|
|||
Percentage Held by Stockholder A
|
|
0.10
|
%
|
|
0.09
|
%
|
|
(10.00
|
)%
|
|
0.11
|
%
|
|
10.00
|
%
|
|||
Total NAV Held by Stockholder A
|
|
$
|
10.55
|
|
|
$
|
3,946,359
|
|
|
6.88
|
%
|
|
$
|
4,823,328
|
|
|
30.63
|
%
|
Total Investment by Stockholder A (Assumed to be $10.55 per Share on Shares Held Prior to Sale)
|
|
|
|
|
$
|
4,053,278
|
|
|
|
|
|
$
|
4,774,834
|
|
|
|
|
|
Total Dilution to Stockholder A (Total NAV Less Total Investment)
|
|
|
|
|
$
|
(106,919
|
)
|
|
|
|
|
$
|
48,494
|
|
|
|
|
|
NAV per Share Held by Stockholder A
|
|
|
|
|
$
|
10.02
|
|
|
|
|
|
$
|
10.02
|
|
|
|
|
|
Investment per Share Held by Stockholder A (Assumed to be $10.55 per Share on Shares Held Prior to Sale)
|
|
|
|
|
$
|
10.29
|
|
|
|
|
|
$
|
9.92
|
|
|
|
|
|
Dilution per Share Held by Stockholder A (NAV per Share Less Investment per Share)
|
|
|
|
|
$
|
(0.27
|
)
|
|
|
|
|
$
|
0.10
|
|
|
|
|
|
Percentage Dilution to Stockholder A (Dilution per Share Divided by Investment per Share)
|
|
|
|
|
|
|
|
(2.64
|
)%
|
|
|
|
|
1.02
|
%
|
|
|
|
|
Example 1
5% Offering
at 5% Discount
|
|
Example 2
10% Offering
at 10% Discount
|
|
Example 3
25% Offering
at 25% Discount
|
|||||||||||||||||
|
|
Prior to Sale Below NAV
|
|
Following Sale
|
|
% Change
|
|
Following Sale
|
|
% Change
|
|
Following Sale
|
|
% Change
|
|||||||||||
Offering Price
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Price per Share to Public
|
|
|
|
|
$
|
10.46
|
|
|
|
|
|
$
|
9.90
|
|
|
|
|
|
$
|
8.25
|
|
|
|
|
|
Net Proceeds per Share to Issuer
|
|
|
|
|
$
|
10.02
|
|
|
|
|
|
$
|
9.50
|
|
|
|
|
|
$
|
7.91
|
|
|
|
|
|
Decrease to NAV
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total Shares Outstanding
|
|
350,000,000
|
|
|
367,500,000
|
|
|
5.00
|
%
|
|
385,000,000
|
|
|
10.00
|
%
|
|
437,500,000
|
|
|
25.00
|
%
|
||||
NAV per Share
|
|
$
|
10.55
|
|
|
$
|
10.52
|
|
|
(0.24
|
)%
|
|
$
|
10.45
|
|
|
(0.91
|
)%
|
|
$
|
10.02
|
|
|
(5.00
|
)%
|
Dilution to Nonparticipating Stockholder
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Shares Held by Stockholder A
|
|
—
|
|
|
17,500
|
|
|
|
|
|
35,000
|
|
|
|
|
|
87,500
|
|
|
|
|
||||
Percentage Held by Stockholder A
|
|
—
|
%
|
|
—
|
%
|
|
|
|
|
0.01
|
%
|
|
|
|
|
0.02
|
%
|
|
|
|
||||
Total NAV Held by Stockholder A
|
|
$
|
—
|
|
|
$
|
184,185
|
|
|
|
|
|
$
|
365,893
|
|
|
|
|
|
$
|
876,969
|
|
|
|
|
Total investment by Stockholder A
|
|
|
|
|
$
|
183,066
|
|
|
|
|
|
$
|
346,536
|
|
|
|
|
|
$
|
721,556
|
|
|
|
|
|
Total Dilution to Stockholder A (Total NAV Less Total investment)
|
|
|
|
|
$
|
1,119
|
|
|
|
|
|
$
|
19,357
|
|
|
|
|
|
$
|
155,413
|
|
|
|
|
|
NAV per Share Held by Stockholder A
|
|
|
|
|
$
|
10.52
|
|
|
|
|
|
$
|
10.45
|
|
|
|
|
|
$
|
10.02
|
|
|
|
|
|
Investment per Share Held by Stockholder A
|
|
|
|
|
$
|
10.46
|
|
|
|
|
|
$
|
9.90
|
|
|
|
|
|
$
|
8.25
|
|
|
|
|
|
Dilution per Share Held by Stockholder A (NAV per Share Less Investment per Share)
|
|
|
|
|
$
|
0.06
|
|
|
|
|
|
$
|
0.55
|
|
|
|
|
|
$
|
1.77
|
|
|
|
|
|
Percentage Dilution to Stockholder A (Dilution per Share Divided by Investment per Share)
|
|
|
|
|
|
|
|
0.61
|
%
|
|
|
|
|
5.58
|
%
|
|
|
|
|
21.54
|
%
|
•
|
A citizen or individual resident of the United States;
|
•
|
A corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any state thereof or the District of Columbia;
|
•
|
An estate, the income of which is subject to U.S. federal income taxation regardless of its source; or
|
•
|
A trust if (1) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a U.S. person.
|
•
|
qualify to be treated as a business development company or be registered as a management investment company under the 1940 Act at all times during each taxable year;
|
•
|
derive in each taxable year at least 90% of our gross income from dividends, interest, payments with respect to certain securities loans, gains from the sale or other disposition of stock or other securities or currencies or other income derived with respect to our business of investing in such stock, securities or currencies and net income derived from an interest in a "qualified publicly traded partnership" (as defined in the Code) (the 90% Income Test); and
|
•
|
diversify our holdings so that at the end of each quarter of the taxable year:
|
◦
|
at least 50% of the value of our assets consists of cash, cash equivalents, U.S. government securities, securities of other RICs, and other securities if such other securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of the issuer (which for these purposes includes the equity securities of a "qualified publicly traded partnership"); and
|
◦
|
no more than 25% of the value of our assets is invested in the securities, other than U.S. government securities or securities of other RICs, (i) of one issuer, (ii) of two or more issuers that are controlled, as determined under applicable tax rules, by us and that are engaged in the same or similar or related trades or businesses or (iii) of one or more "qualified publicly traded partnerships."
|
•
|
one-tenth or more but less than one-third,
|
•
|
one-third or more but less than a majority, or
|
•
|
a majority or more of all voting power.
|
•
|
any person who beneficially owns, directly or indirectly, 10% or more of the voting power of the corporation's shares; or
|
•
|
an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding voting stock of the corporation.
|
•
|
80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and
|
•
|
two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder.
|
•
|
the designation and number of shares of such series;
|
•
|
the rate and time at which, and the preferences and conditions under which, any dividends will be paid on shares of such series, the cumulative nature of such dividends and whether such dividends have any participating feature;
|
•
|
any provisions relating to convertibility or exchangeability of the shares of such series;
|
•
|
the rights and preferences, if any, of holders of shares of such series upon our liquidation, dissolution or winding up of our affairs;
|
•
|
the voting powers of the holders of shares of such series;
|
•
|
any provisions relating to the redemption of the shares of such series;
|
•
|
any limitations on our ability to pay dividends or make distributions on, or acquire or redeem, other securities while shares of such series are outstanding;
|
•
|
any conditions or restrictions on our ability to issue additional shares of such series or other securities;
|
•
|
if applicable, a discussion of certain U.S. Federal income tax considerations; and
|
•
|
any other relative power, preferences and participating, optional or special rights of shares of such series, and the qualifications, limitations or restrictions thereof.
|
•
|
the designation or title of the series of debt securities;
|
•
|
the total principal amount of the series of debt securities;
|
•
|
the percentage of the principal amount at which the series of debt securities will be offered;
|
•
|
the date or dates on which principal will be payable;
|
•
|
the rate or rates (which may be either fixed or variable) and/or the method of determining such rate or rates of interest, if any;
|
•
|
the date or dates from which any interest will accrue, or the method of determining such date or dates, and the date or dates on which any interest will be payable;
|
•
|
the terms for redemption, extension or early repayment, if any;
|
•
|
the currencies in which the series of debt securities are issued and payable;
|
•
|
whether the amount of payments of principal, premium or interest, if any, on a series of debt securities will be determined with reference to an index, formula or other method (which could be based on one or more currencies, commodities, equity indices or other indices) and how these amounts will be determined;
|
•
|
the place or places, if any, other than or in addition to The City of New York, of payment, transfer, conversion and/or exchange of the debt securities;
|
•
|
the denominations in which the offered debt securities will be issued;
|
•
|
the provision for any sinking fund;
|
•
|
any restrictive covenants;
|
•
|
any events of default;
|
•
|
whether the series of debt securities are issuable in certificated form;
|
•
|
any provisions for defeasance or covenant defeasance;
|
•
|
any special federal income tax implications, including, if applicable, federal income tax considerations relating to original issue discount;
|
•
|
whether and under what circumstances we will pay additional amounts in respect of any tax, assessment or governmental charge and, if so, whether we will have the option to redeem the debt securities rather than pay the additional amounts (and the terms of this option);
|
•
|
any provisions for convertibility or exchangeability of the debt securities into or for any other securities;
|
•
|
whether the debt securities are subject to subordination and the terms of such subordination;
|
•
|
the listing, if any, on a securities exchange; and
|
•
|
any other terms.
|
•
|
how it handles securities payments and notices,
|
•
|
whether it imposes fees or charges,
|
•
|
how it would handle a request for the holders' consent, if ever required,
|
•
|
whether and how you can instruct it to send you debt securities registered in your own name so you can be a holder, if that is permitted in the future for a particular series of debt securities,
|
•
|
how it would exercise rights under the debt securities if there were a default or other event triggering the need for holders to act to protect their interests, and
|
•
|
if the debt securities are in book-entry form, how the depositary's rules and procedures will affect these matters.
|
•
|
An investor will be an indirect holder and must look to his or her own bank or broker for payments on the debt securities and protection of his or her legal rights relating to the debt securities, as we describe under "Issuance of Securities in Registered Form" above.
|
•
|
An investor may not be able to sell interests in the debt securities to some insurance companies and other institutions that are required by law to own their securities in non-book-entry form.
|
•
|
An investor may not be able to pledge his or her interest in a global security in circumstances where certificates representing the debt securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective.
|
•
|
The depositary's policies, which may change from time to time, will govern payments, transfers, exchanges and other matters relating to an investor's interest in a global security. We and the trustee have no responsibility for any aspect of the depositary's actions or for its records of ownership interests in a global security. We and the trustee also do not supervise the depositary in any way.
|
•
|
If we redeem less than all the debt securities of a particular series being redeemed, DTC's practice is to determine by lot the amount to be redeemed from each of its participants holding that series.
|
•
|
An investor is required to give notice of exercise of any option to elect repayment of its debt securities, through its participant, to the applicable trustee and to deliver the related debt securities by causing its participant to transfer its interest in those debt securities, on DTC's records, to the applicable trustee.
|
•
|
DTC requires that those who purchase and sell interests in a global security deposited in its book-entry system use immediately available funds. Your broker or bank may also require you to use immediately available funds when purchasing or selling interests in a global security.
|
•
|
Financial institutions that participate in the depositary's book-entry system, and through which an investor holds its interest in a global security, may also have their own policies affecting payments, notices and other matters relating to the debt securities. There may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible for the actions of any of those intermediaries.
|
•
|
if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for that global security, and we do not appoint another institution to act as depositary within 60 days,
|
•
|
if we notify the trustee that we wish to terminate that global security, or
|
•
|
if an event of default has occurred with regard to the debt securities represented by that global security and has not been cured or waived; we discuss defaults later under "Events of Default."
|
•
|
We do not pay the principal of, or any premium on, a debt security of the series on its due date.
|
•
|
We do not pay interest on a debt security of the series within 30 days of its due date.
|
•
|
We do not deposit any sinking fund payment in respect of debt securities of the series on its due date.
|
•
|
We remain in breach of a covenant in respect of debt securities of the series for 90 days after we receive a written notice of default stating we are in breach. The notice must be sent by either the trustee or holders of at least 25% of the principal amount of debt securities of the series.
|
•
|
We file for bankruptcy or certain other events of bankruptcy, insolvency or reorganization occur.
|
•
|
Any other Event of Default in respect of debt securities of the series described in the prospectus supplement occurs.
|
•
|
You must give your trustee written notice that an Event of Default has occurred and remains uncured.
|
•
|
The holders of at least 25% in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take action because of the default and must offer reasonable indemnity to the trustee against the cost and other liabilities of taking that action.
|
•
|
The trustee must not have taken action for 60 days after receipt of the above notice and offer of indemnity.
|
•
|
The holders of a majority in principal amount of the debt securities must not have given the trustee a direction inconsistent with the above notice during that 60-day period.
|
•
|
the payment of principal, any premium or interest or
|
•
|
in respect of a covenant that cannot be modified or amended without the consent of each holder.
|
•
|
Where we merge out of existence or sell our assets, the resulting entity must agree to be legally responsible for our obligations under the debt securities.
|
•
|
The merger or sale of assets must not cause a default on the debt securities and we must not already be in default (unless the merger or sale would cure the default). For purposes of this no-default test, a default would include an Event of Default that has occurred and has not been cured, as described under "Events of Default" above. A default for this purpose would also include any event that would be an Event of Default if the requirements for giving us a notice of default or our default having to exist for a specific period of time were disregarded.
|
•
|
Under the indenture, no merger or sale of assets may be made if as a result any of our property or assets or any property or assets of one of our subsidiaries, if any, would become subject to any mortgage, lien or other encumbrance unless either (i) the mortgage, lien or other encumbrance could be created pursuant to the limitation on liens covenant
|
•
|
We must deliver certain certificates and documents to the trustee.
|
•
|
We must satisfy any other requirements specified in the prospectus supplement relating to a particular series of debt securities.
|
•
|
change the stated maturity of the principal of, or interest on, a debt security;
|
•
|
reduce any amounts due on a debt security;
|
•
|
reduce the amount of principal payable upon acceleration of the maturity of a security following a default;
|
•
|
adversely affect any right of repayment at the holder's option;
|
•
|
change the place (except as otherwise described in the prospectus or prospectus supplement) or currency of payment on a debt security;
|
•
|
impair your right to sue for payment;
|
•
|
adversely affect any right to convert or exchange a debt security in accordance with its terms;
|
•
|
modify the subordination provisions in the indenture in a manner that is adverse to holders of the debt securities;
|
•
|
reduce the percentage of holders of debt securities whose consent is needed to modify or amend the indenture;
|
•
|
reduce the percentage of holders of debt securities whose consent is needed to waive compliance with certain provisions of the indenture or to waive certain defaults;
|
•
|
modify any other aspect of the provisions of the indenture dealing with supplemental indentures, modification and waiver of past defaults, changes to the quorum or voting requirements or the waiver of certain covenants; and
|
•
|
change any obligation we have to pay additional amounts.
|
•
|
If the change affects only one series of debt securities, it must be approved by the holders of a majority in principal amount of that series.
|
•
|
If the change affects more than one series of debt securities issued under the same indenture, it must be approved by the holders of a majority in principal amount of all of the series affected by the change, with all affected series voting together as one class for this purpose.
|
•
|
For original issue discount securities, we will use the principal amount that would be due and payable on the voting date if the maturity of these debt securities were accelerated to that date because of a default.
|
•
|
For debt securities whose principal amount is not known (for example, because it is based on an index), we will use a special rule for that debt security described in the prospectus supplement.
|
•
|
For debt securities denominated in one or more foreign currencies, we will use the U.S. dollar equivalent.
|
•
|
If the debt securities of the particular series are denominated in U.S. dollars, we must deposit in trust for the benefit of all holders of such debt securities a combination of money and United States government or United States government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates.
|
•
|
We must deliver to the trustee a legal opinion of our counsel confirming that, under current United States federal income tax law, we may make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit and just repaid the debt securities ourselves at maturity.
|
•
|
We must deliver to the trustee a legal opinion of our counsel stating that the above deposit does not require registration by us under the 1940 Act, as amended, and a legal opinion and officers' certificate stating that all conditions precedent to covenant defeasance have been complied with.
|
•
|
If the debt securities of the particular series are denominated in U.S. dollars, we must deposit in trust for the benefit of all holders of such debt securities a combination of money and United States government or United States government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates.
|
•
|
We must deliver to the trustee a legal opinion confirming that there has been a change in current United States federal tax law or an IRS ruling that allows us to make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit and just repaid the debt securities ourselves at maturity. Under current United States federal tax law, the deposit and our legal release from the debt securities would be treated as though we paid you your share of the cash and notes or bonds at the time the cash and notes or bonds were deposited in trust in exchange for your debt securities and you would recognize gain or loss on the debt securities at the time of the deposit.
|
•
|
We must deliver to the trustee a legal opinion of our counsel stating that the above deposit does not require registration by us under the 1940 Act, as amended, and a legal opinion and officers' certificate stating that all conditions precedent to defeasance have been complied with.
|
•
|
only in fully registered certificated form,
|
•
|
without interest coupons, and
|
•
|
unless we indicate otherwise in the prospectus supplement, in denominations of $1,000 and amounts that are multiples of $1,000.
|
•
|
our indebtedness (including indebtedness of others guaranteed by us), whenever created, incurred, assumed or guaranteed, for money borrowed (other than indenture securities issued under the indenture and denominated as subordinated debt securities), unless in the instrument creating or evidencing the same or under which the same is outstanding it is provided that this indebtedness is not senior or prior in right of payment to the subordinated debt securities, and
|
•
|
renewals, extensions, modifications and refinancings of any of this indebtedness.
|
•
|
the period of time the offering would remain open (which shall be open a minimum number of days such that all record holders would be eligible to participate in the offering and shall not be open longer than 120 days);
|
•
|
the title of such subscription rights;
|
•
|
the exercise price for such subscription rights (or method of calculation thereof);
|
•
|
the ratio of the offering;
|
•
|
the number of such subscription rights issued to each Holder;
|
•
|
the extent to which such subscription rights are transferable and the market on which they may be traded if they are transferable;
|
•
|
if applicable, a discussion of certain U.S. federal income tax considerations applicable to the issuance or exercise of such subscription rights;
|
•
|
the date on which the right to exercise such subscription rights shall commence, and the date on which such right shall expire (subject to any extension);
|
•
|
the extent to which such subscription rights include an over-subscription privilege with respect to unsubscribed securities and the terms of such over-subscription privilege;
|
•
|
any termination right we may have in connection with such subscription rights offering; and
|
•
|
any other terms of such subscription rights, including exercise, settlement and other procedures and limitations relating to the transfer and exercise of such subscription rights.
|
•
|
the title of such warrants;
|
•
|
the aggregate number of such warrants;
|
•
|
the price or prices at which such warrants will be issued;
|
•
|
the currency or currencies, including composite currencies, in which the price of such warrants may be payable;
|
•
|
the number of shares of common stock, preferred stock or debt securities issuable upon exercise of such warrants;
|
•
|
the price at which and the currency or currencies, including composite currencies, in which the shares of common stock, preferred stock or debt securities purchasable upon exercise of such warrants may be purchased;
|
•
|
the date on which the right to exercise such warrants will commence and the date on which such right will expire;
|
•
|
whether such warrants will be issued in registered form or bearer form;
|
•
|
if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;
|
•
|
if applicable, the number of such warrants issued with each share of common stock, preferred stock or debt securities;
|
•
|
if applicable, the date on and after which such warrants and the related shares of common stock, preferred stock or debt securities will be separately transferable;
|
•
|
information with respect to book-entry procedures, if any;
|
•
|
if applicable, a discussion of certain U.S. federal income tax considerations; and
|
•
|
any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.
|
•
|
the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances the securities comprising the units may be held or transferred separately;
|
•
|
a description of the terms of any unit agreement governing the units;
|
•
|
a description of the provisions for the payment, settlement, transfer or exchange of the units; and
|
•
|
whether the units will be issued in fully registered or global form.
|
•
|
copies of its proxy voting polices and procedures;
|
•
|
copies of all proxy statements;
|
•
|
records of all votes cast by Prospect Capital Management;
|
•
|
copies of all documents created by Prospect Capital Management that were material to making a decision how to vote proxies or that memorializes the basis for that decision; and
|
•
|
copies of all written client requests for information with regard to how Prospect Capital Management voted proxies on behalf of the client as well as any written responses provided.
|
•
|
the name or names of any underwriters or agents and the amounts of Securities underwritten or placed by each of them;
|
•
|
the offering price of the Securities and the proceeds to us and any discounts, commissions or concessions allowed or reallowed or paid to underwriters or agents; and
|
•
|
any securities exchanges on which the Securities may be listed.
|
Financial Statements
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
/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 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
|
|
|||
|
|
|
|
|
|
||||||
Dividends to Shareholders
|
|
|
|
|
|
||||||
Distribution of net investment income
|
(403,188
|
)
|
|
(271,507
|
)
|
|
(136,875
|
)
|
|||
Distribution of return of capital
|
—
|
|
|
—
|
|
|
(4,504
|
)
|
|||
Net Decrease in Net Assets Resulting from Dividends 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 period
|
2,656,494
|
|
|
1,511,974
|
|
|
1,114,357
|
|
|||
Net Assets at End of Period
|
$
|
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 period
|
247,836,965
|
|
|
139,633,870
|
|
|
107,606,690
|
|
|||
Shares Issued and Outstanding at End of Period
|
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.
|
•
|
$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.
|
Financial Statements
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
Exhibit No.
|
|
Description
|
|
(d)(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, LLC, as Trustee(11)
|
|
|
|
|
(d)(4)(a)
|
|
|
Form of 5.50% Senior Convertible Note due 2016(8)
|
|
|
|
|
(d)(5)
|
|
|
Statement of Eligibility of U.S. Bank National Association on Form T-1(146)
|
|
|
|
|
(d)(6)
|
|
|
Intentionally deleted.
|
|
|
|
|
(d)(7)
|
|
|
Indenture dated as of February 16, 2012, by and between the Registrant and American Stock Transfer & Trust Company, LLC, as Trustee(15)
|
|
|
|
|
(d)(8)
|
|
|
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(15)
|
|
|
|
|
(d)(9)
|
|
|
Form of 7.00% Prospect Capital InterNote
®
due 2022 (included as part of Exhibit (d)(8))(15)
|
|
|
|
|
(d)(10)
|
|
|
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(16)
|
|
|
|
|
(d)(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(16)
|
|
|
|
|
(d)(12)
|
|
|
Form of 6.900% Prospect Capital InterNote
®
due 2022 (included as part of Exhibit (d)(10))(16)
|
|
|
|
|
(d)(13)
|
|
|
Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee(17)
|
|
|
|
|
(d)(14)
|
|
|
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(20)
|
|
|
|
|
(d)(15)
|
|
|
Form of 6.850% Prospect Capital InterNote
®
due 2022 (included as part of Exhibit (d)(14))(20)
|
|
|
|
|
(d)(16)
|
|
|
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(21)
|
|
|
|
|
(d)(17)
|
|
|
Form of 6.700% Prospect Capital InterNote
®
due 2022 (included as part of Exhibit (d)(16))(21)
|
|
|
|
|
(d)(18)
|
|
|
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(22)
|
|
|
|
|
(d)(19)
|
|
|
Form of 5.375% Senior Convertible Note due 2017(23)
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
(d)(20)
|
|
|
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(24)
|
|
|
|
|
(d)(21)
|
|
|
Form of 6.500% Prospect Capital InterNote
®
due 2022 (included as part of Exhibit (d)(20))(24)
|
|
|
|
|
(d)(22)
|
|
|
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(25)
|
|
|
|
|
(d)(23)
|
|
|
Form of Global Note 6.95% Senior Note due 2022(26)
|
|
|
|
|
(d)(24)
|
|
|
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(27)
|
|
|
|
|
(d)(25)
|
|
|
Form of 6.950% Prospect Capital InterNote
®
due 2022 (included as part of Exhibit (d)(24))(27)
|
|
|
|
|
(d)(26)
|
|
|
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(28)
|
|
|
|
|
(d)(27)
|
|
|
Form of 6.550% Prospect Capital InterNote
®
due 2019 (included as part of Exhibit (d)(26))(28)
|
|
|
|
|
(d)(28)
|
|
|
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(29)
|
|
|
|
|
(d)(29)
|
|
|
Form of 6.450% Prospect Capital InterNote
®
due 2019 (included as part of Exhibit (d)(28))(29)
|
|
|
|
|
(d)(30)
|
|
|
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(31)
|
|
|
|
|
(d)(31)
|
|
|
Form of 6.350% Prospect Capital InterNote
®
due 2019 (included as part of Exhibit (d)(30))(31)
|
|
|
|
|
(d)(32)
|
|
|
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(33)
|
|
|
|
|
(d)(33)
|
|
|
Form of 6.300% Prospect Capital InterNote
®
due 2019 (included as part of Exhibit (d)(32))(33)
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
(d)(34)
|
|
|
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(34)
|
|
|
|
|
(d)(35)
|
|
|
Form of 6.200% Prospect Capital InterNote
®
due 2019 (included as part of Exhibit (d)(34))(34)
|
|
|
|
|
(d)(36)
|
|
|
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(35)
|
|
|
|
|
(d)(37)
|
|
|
Form of 6.150% Prospect Capital InterNote
®
due 2019 (included as part of Exhibit (d)(36))(35)
|
|
|
|
|
(d)(38)
|
|
|
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(36)
|
|
|
|
|
(d)(39)
|
|
|
Form of 6.150% Prospect Capital InterNote
®
due 2019 (included as part of Exhibit (d)(38))(36)
|
|
|
|
|
(d)(40)
|
|
|
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(37)
|
|
|
|
|
(d)(41)
|
|
|
Form of 5.75% Senior Convertible Note due 2018(38)
|
|
|
|
|
(d)(42)
|
|
|
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(39)
|
|
|
|
|
(d)(43)
|
|
|
Form of 6.100% Prospect Capital InterNote
®
due 2019 (included as part of Exhibit (d)(42))(39)
|
|
|
|
|
(d)(44)
|
|
|
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(40)
|
|
|
|
|
(d)(45)
|
|
|
Form of 6.050% Prospect Capital InterNote
®
due 2019 (included as part of Exhibit (d)(44))(40)
|
|
|
|
|
(d)(46)
|
|
|
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(42)
|
|
|
|
|
(d)(47)
|
|
|
Form of 6.000% Prospect Capital InterNote
®
due 2019 (included as part of Exhibit (d)(46))(42)
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
(d)(48)
|
|
|
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(44)
|
|
|
|
|
(d)(49)
|
|
|
Form of 5.950% Prospect Capital InterNote
®
due 2019 (included as part of Exhibit (d)(48))(44)
|
|
|
|
|
(d)(50)
|
|
|
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(45)
|
|
|
|
|
(d)(51)
|
|
|
Form of 5.900% Prospect Capital InterNote
®
due 2019 (included as part of Exhibit (d)(50))(45)
|
|
|
|
|
(d)(52)
|
|
|
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(48)
|
|
|
|
|
(d)(53)
|
|
|
Form of 5.850% Prospect Capital InterNote
®
due 2019 (included as part of Exhibit (d)(52))(48)
|
|
|
|
|
(d)(54)
|
|
|
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(51)
|
|
|
|
|
(d)(55)
|
|
|
Form of 5.700% Prospect Capital InterNote
®
due 2019 (included as part of Exhibit (d)(54))(51)
|
|
|
|
|
(d)(56)
|
|
|
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(54)
|
|
|
|
|
(d)(57)
|
|
|
Form of 5.125% Prospect Capital InterNote
®
due 2019 (included as part of Exhibit (d)(56))(54)
|
|
|
|
|
(d)(58)
|
|
|
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(54)
|
|
|
|
|
(d)(59)
|
|
|
Form of 6.625% Prospect Capital InterNote
®
due 2042 (included as part of Exhibit (d)(58))(54)
|
|
|
|
|
(d)(60)
|
|
|
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(55)
|
|
|
|
|
(d)(61)
|
|
|
Form of 5.000% Prospect Capital InterNote
®
due 2019 (included as part of Exhibit (d)(60))(55)
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
(d)(62)
|
|
|
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(55)
|
|
|
|
|
(d)(63)
|
|
|
Form of 5.750% Prospect Capital InterNote
®
due 2032 (included as part of Exhibit (d)(62))(55)
|
|
|
|
|
(d)(64)
|
|
|
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(55)
|
|
|
|
|
(d)(65)
|
|
|
Form of 6.500% Prospect Capital InterNote
®
due 2042 (included as part of Exhibit (d)(64))(55)
|
|
|
|
|
(d)(66)
|
|
|
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(56)
|
|
|
|
|
(d)(67)
|
|
|
Form of 4.875% Prospect Capital InterNote
®
due 2019 (included as part of Exhibit (d)(66))(56)
|
|
|
|
|
(d)(68)
|
|
|
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(56)
|
|
|
|
|
(d)(69)
|
|
|
Form of 5.625% Prospect Capital InterNote
®
due 2032 (included as part of Exhibit (d)(68))(56)
|
|
|
|
|
(d)(70)
|
|
|
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(56)
|
|
|
|
|
(d)(71)
|
|
|
Form of 6.375% Prospect Capital InterNote
®
due 2042 (included as part of Exhibit (d)(70))(56)
|
|
|
|
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(d)(72)
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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(57)
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(d)(73)
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Form of 4.750% Prospect Capital InterNote
®
due 2019 (included as part of Exhibit (d)(72))(57)
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(d)(74)
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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(57)
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Exhibit No.
|
|
Description
|
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(d)(75)
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Form of 5.250% Prospect Capital InterNote
®
due 2030 (included as part of Exhibit (d)(74))(57)
|
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(d)(76)
|
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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(57)
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(d)(77)
|
|
|
Form of 6.250% Prospect Capital InterNote
®
due 2042 (included as part of Exhibit (d)(76))(57)
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(d)(78)
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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(58)
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(d)(79)
|
|
|
Form of 4.625% Prospect Capital InterNote
®
due 2019 (included as part of Exhibit (d)(78))(58)
|
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|
|
(d)(80)
|
|
|
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(58)
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(d)(81)
|
|
|
Form of 5.125% Prospect Capital InterNote
®
due 2030 (included as part of Exhibit (d)(80))(58)
|
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|
|
(d)(82)
|
|
|
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(58)
|
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(d)(83)
|
|
|
Form of 6.125% Prospect Capital InterNote
®
due 2042 (included as part of Exhibit (d)(82))(58)
|
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(d)(84)
|
|
|
Indenture dated as of December 21, 2012, by and between the Registrant and American Stock Transfer & Trust Company, as Trustee(59)
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(d)(85)
|
|
|
Form of Global Note 5.875% Convertible Senior Note Due 2019 (included as part of Exhibit (d)(84))(59)
|
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|
|
(d)(86)
|
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|
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(61)
|
|
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|
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(d)(87)
|
|
|
Form of 4.500% Prospect Capital InterNote
®
due 2019 (included as part of Exhibit (d)(86))(61)
|
|
|
|
|
(d)(88)
|
|
|
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(61)
|
|
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|
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(d)(89)
|
|
|
Form of 5.000% Prospect Capital InterNote
®
due 2030 (included as part of Exhibit (d)(88))(61)
|
Exhibit No.
|
|
Description
|
|
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|
|
(d)(90)
|
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|
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(61)
|
|
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|
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(d)(91)
|
|
|
Form of 6.000% Prospect Capital InterNote
®
due 2042 (included as part of Exhibit (d)(90))(61)
|
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|
|
(d)(92)
|
|
|
Thirty-Eighth Supplemental Indenture dated as of January 4, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(62)
|
|
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|
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(d)(93)
|
|
|
Form of 4.375% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(92))(62)
|
|
|
|
|
(d)(94)
|
|
|
Thirty-Ninth Supplemental Indenture dated as of January 4, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(62)
|
|
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|
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(d)(95)
|
|
|
Form of 4.875% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(94))(62)
|
|
|
|
|
(d)(96)
|
|
|
Fortieth Supplemental Indenture dated as of January 4, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(62)
|
|
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|
|
(d)(97)
|
|
|
Form of 5.875% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(96))(62)
|
|
|
|
|
(d)(98)
|
|
|
Forty-First Supplemental Indenture dated as of January 10, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(63)
|
|
|
|
|
(d)(99)
|
|
|
Form of 4.250% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(98))(63)
|
|
|
|
|
(d)(100)
|
|
|
Forty-Second Supplemental Indenture dated as of January 10, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(63)
|
|
|
|
|
(d)(101)
|
|
|
Form of 4.750% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(100))(63)
|
|
|
|
|
(d)(102)
|
|
|
Forty-Third Supplemental Indenture dated as of January 10, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(63)
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
(d)(103)
|
|
|
Form of 5.750% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(102))(63)
|
|
|
|
|
(d)(104)
|
|
|
Forty-Fourth Supplemental Indenture dated as of January 17, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(64)
|
|
|
|
|
(d)(105)
|
|
|
Form of 4.125% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(104))(64)
|
|
|
|
|
(d)(106)
|
|
|
Forty-Fifth Supplemental Indenture dated as of January 17, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(64)
|
|
|
|
|
(d)(107)
|
|
|
Form of 4.625% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(106))(64)
|
|
|
|
|
(d)(108)
|
|
|
Forty-Sixth Supplemental Indenture dated as of January 17, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(64)
|
|
|
|
|
(d)(109)
|
|
|
Form of 5.625% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(108))(64)
|
|
|
|
|
(d)(110)
|
|
|
Forty-Seventh Supplemental Indenture dated as of January 25, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(65)
|
|
|
|
|
(d)(111)
|
|
|
Form of 4.000% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(110))(65)
|
|
|
|
|
(d)(112)
|
|
|
Forty-Eighth Supplemental Indenture dated as of January 25, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(65)
|
|
|
|
|
(d)(113)
|
|
|
Form of 4.500% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(112))(65)
|
|
|
|
|
(d)(114)
|
|
|
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(65)
|
|
|
|
|
(d)(115)
|
|
|
Form of 5.500% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(114))(65)
|
|
|
|
|
(d)(116)
|
|
|
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(66)
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
(d)(117)
|
|
|
Form of 4.000% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(116))(66)
|
|
|
|
|
(d)(118)
|
|
|
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(66)
|
|
|
|
|
(d)(119)
|
|
|
Form of 4.500% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(118))(66)
|
|
|
|
|
(d)(120)
|
|
|
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(66)
|
|
|
|
|
(d)(121)
|
|
|
Form of 5.500% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(120))(66)
|
|
|
|
|
(d)(122)
|
|
|
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(67)
|
|
|
|
|
(d)(123)
|
|
|
Form of 4.000% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(122))(67)
|
|
|
|
|
(d)(124)
|
|
|
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(67)
|
|
|
|
|
(d)(125)
|
|
|
Form of 4.500% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(124))(67)
|
|
|
|
|
(d)(126)
|
|
|
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(67)
|
|
|
|
|
(d)(127)
|
|
|
Form of 5.500% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(126))(67)
|
|
|
|
|
(d)(128)
|
|
|
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(69)
|
|
|
|
|
(d)(129)
|
|
|
Form of 4.000% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(128))(69)
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
(d)(130)
|
|
|
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(69)
|
|
|
|
|
(d)(131)
|
|
|
Form of 4.500% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(130))(69)
|
|
|
|
|
(d)(132)
|
|
|
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(69)
|
|
|
|
|
(d)(133)
|
|
|
Form of 5.500% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(132))(69)
|
|
|
|
|
(d)(134)
|
|
|
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(70)
|
|
|
|
|
(d)(135)
|
|
|
Form of 4.000% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(134))(70)
|
|
|
|
|
(d)(136)
|
|
|
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(70)
|
|
|
|
|
(d)(137)
|
|
|
Form of 4.500% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(136))(70)
|
|
|
|
|
(d)(138)
|
|
|
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(70)
|
|
|
|
|
(d)(139)
|
|
|
Form of 5.500% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(138))(70)
|
|
|
|
|
(d)(140)
|
|
|
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(71)
|
|
|
|
|
(d)(141)
|
|
|
Form of 4.000% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(140))(71)
|
|
|
|
|
(d)(142)
|
|
|
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(71)
|
|
|
|
|
(d)(143)
|
|
|
Form of 4.500% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(142))(71)
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
(d)(144)
|
|
|
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(71)
|
|
|
|
|
(d)(145)
|
|
|
Form of 5.500% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(144))(71)
|
|
|
|
|
(d)(146)
|
|
|
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(72)
|
|
|
|
|
(d)(147)
|
|
|
Form of 4.000% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(146))(72)
|
|
|
|
|
(d)(148)
|
|
|
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(72)
|
|
|
|
|
(d)(149)
|
|
|
Form of 4.125% to 6.000% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(148))(72)
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(d)(150)
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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(72)
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(d)(151)
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Form of 5.500% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(150))(72)
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(d)(152)
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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(72)
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(d)(153)
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Form of Floating Prospect Capital InterNote
®
due 2023 (included as part of Exhibit (d)(152))(72)
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(d)(154)
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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(73)
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(d)(155)
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Form of Global Note 5.875% Senior Note due 2023(74)
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(d)(156)
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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(77)
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Exhibit No.
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Description
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(d)(157)
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Form of 4.000% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(156))(77)
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(d)(158)
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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(77)
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(d)(159)
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Form of 4.125% to 6.000% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(158))(77)
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(d)(160)
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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(77)
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(d)(161)
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Form of 5.500% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(160))(77)
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(d)(162)
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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(77)
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(d)(163)
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Form of Floating Prospect Capital InterNote
®
due 2023 (included as part of Exhibit (d)(162))(77)
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(d)(164)
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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(78)
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(d)(165)
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Form of 4.000% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(164))(78)
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(d)(166)
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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(78)
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(d)(167)
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Form of 4.125% to 6.000% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(166))(78)
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(d)(168)
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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(78)
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(d)(169)
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Form of 5.500% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(168))(78)
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Exhibit No.
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Description
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(d)(170)
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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(78)
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(d)(171)
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Form of Floating Prospect Capital InterNote
®
due 2023 (included as part of Exhibit (d)(170))(78)
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(d)(172)
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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(79)
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(d)(173)
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Form of 4.500% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(172))(79)
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(d)(174)
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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(79)
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(d)(175)
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Form of 4.625% to 6.500% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(174))(79)
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(d)(176)
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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(79)
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(d)(177)
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Form of 6.000% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d))(176)(79)
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(d)(178)
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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(79)
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(d)(179)
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Form of Floating Prospect Capital InterNote
®
due 2023 (included as part of Exhibit (d)(178))(79)
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(d)(180)
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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(80)
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(d)(181)
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Form of 4.500% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(180))(80)
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(d)(182)
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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(80)
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Exhibit No.
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|
Description
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(d)(183)
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Form of 5.500% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(182))(80)
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(d)(184)
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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(80)
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(d)(185)
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|
Form of 6.000% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(184))(80)
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(d)(186)
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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(80)
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|
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(d)(187)
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|
|
Form of Floating Prospect Capital InterNote
®
due 2023 (included as part of Exhibit (d)(186))(80)
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|
|
|
|
(d)(188)
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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(81)
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|
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(d)(189)
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|
|
Form of 5.000% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(188))(81)
|
|
|
|
|
(d)(190)
|
|
|
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(81)
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|
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|
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(d)(191)
|
|
|
Form of 5.500% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(190))(81)
|
|
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|
|
(d)(192)
|
|
|
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(81)
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|
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|
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(d)(193)
|
|
|
Form of 6.000% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(192))(81)
|
|
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|
|
(d)(194)
|
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|
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(82)
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|
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|
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(d)(195)
|
|
|
Form of 5.000% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(194))(82)
|
|
|
|
|
(d)(196)
|
|
|
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(82)
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Exhibit No.
|
|
Description
|
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|
|
(d)(197)
|
|
|
Form of 5.500% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(196))(82)
|
|
|
|
|
(d)(198)
|
|
|
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(82)
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|
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|
|
(d)(199)
|
|
|
Form of 6.000% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(198))(82)
|
|
|
|
|
(d)(200)
|
|
|
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(83)
|
|
|
|
|
(d)(201)
|
|
|
Form of 5.000% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(200))(83)
|
|
|
|
|
(d)(202)
|
|
|
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(83)
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|
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|
|
(d)(203)
|
|
|
Form of 5.750% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(202))(83)
|
|
|
|
|
(d)(204)
|
|
|
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(83)
|
|
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|
|
(d)(205)
|
|
|
Form of 6.250% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(204))(83)
|
|
|
|
|
(d)(206)
|
|
|
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(85)
|
|
|
|
|
(d)(207)
|
|
|
Form of 5.000% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(206))(85)
|
|
|
|
|
(d)(208)
|
|
|
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(85)
|
|
|
|
|
(d)(209)
|
|
|
Form of 5.750% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(208))(85)
|
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|
|
Exhibit No.
|
|
Description
|
|
(d)(210)
|
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|
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(85)
|
|
|
|
|
(d)(211)
|
|
|
Form of 6.250% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(210))(85)
|
|
|
|
|
(d)(212)
|
|
|
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(86)
|
|
|
|
|
(d)(213)
|
|
|
Form of 5.000% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(212))(86)
|
|
|
|
|
(d)(214)
|
|
|
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(86)
|
|
|
|
|
(d)(215)
|
|
|
Form of 5.750% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(214))(86)
|
|
|
|
|
(d)(216)
|
|
|
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(86)
|
|
|
|
|
(d)(217)
|
|
|
Form of 6.250% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(216))(86)
|
|
|
|
|
(d)(218)
|
|
|
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(86)
|
|
|
|
|
(d)(219)
|
|
|
Form of 5.000% to 7.000% Prospect Capital InterNote
®
due 2028 (included as part of Exhibit (d)(218))(86)
|
|
|
|
|
(d)(220)
|
|
|
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(87)
|
|
|
|
|
(d)(221)
|
|
|
Form of 5.000% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(220))(87)
|
|
|
|
|
(d)(222)
|
|
|
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(87)
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
(d)(223)
|
|
|
Form of 5.750% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(222))(87)
|
|
|
|
|
(d)(224)
|
|
|
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(87)
|
|
|
|
|
(d)(225)
|
|
|
Form of 6.250% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(224))(87)
|
|
|
|
|
(d)(226)
|
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|
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(88)
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(d)(227)
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Form of 5.000% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(226))(88)
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(d)(228)
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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(88)
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(d)(229)
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Form of 5.750% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(228))(88)
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(d)(230)
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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(88)
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(d)(231)
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Form of 6.250% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(230))(88)
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(d)(232)
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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(88)
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(d)(233)
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Form of 5.000% to 7.000% Prospect Capital InterNote
®
due 2028 (included as part of Exhibit (d)(232))(88)
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(d)(234)
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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(89)
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(d)(235)
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Form of 5.000% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(234))(89)
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Exhibit No.
|
|
Description
|
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(d)(236)
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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(89)
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(d)(237)
|
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Form of 5.750% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(236))(89)
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(d)(238)
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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(89)
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(d)(239)
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Form of 6.250% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(238))(89)
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(d)(240)
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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(90)
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(d)(241)
|
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Form of 5.000% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(240))(90)
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(d)(242)
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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(90)
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(d)(243)
|
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|
Form of 5.750% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(242))(90)
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(d)(244)
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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(90)
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(d)(245)
|
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|
Form of 6.250% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(244))(90)
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(d)(246)
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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(91)
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(d)(247)
|
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|
Form of 5.250% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(246))(91)
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(d)(248)
|
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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(91)
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(d)(249)
|
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Form of 6.000% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(248))(91)
|
Exhibit No.
|
|
Description
|
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(d)(250)
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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(91)
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(d)(251)
|
|
|
Form of 6.500% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(250))(91)
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(d)(252)
|
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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(92)
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(d)(253)
|
|
|
Form of 4.750% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(252))(92)
|
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|
|
(d)(254)
|
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|
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(92)
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(d)(255)
|
|
|
Form of 5.500% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(254))(92)
|
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|
(d)(256)
|
|
|
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(92)
|
|
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(d)(257)
|
|
|
Form of 6.250% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(256))(92)
|
|
|
|
|
(d)(258)
|
|
|
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(92)
|
|
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(d)(259)
|
|
|
Form of 6.750% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(258))(92)
|
|
|
|
|
(d)(260)
|
|
|
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(93)
|
|
|
|
|
(d)(261)
|
|
|
Form of 4.750% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(260))(93)
|
|
|
|
|
(d)(262)
|
|
|
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(93)
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
(d)(263)
|
|
|
Form of 5.500% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(262))(93)
|
|
|
|
|
(d)(264)
|
|
|
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(93)
|
|
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|
|
(d)(265)
|
|
|
Form of 6.250% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(264))(93)
|
|
|
|
|
(d)(266)
|
|
|
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(93)
|
|
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|
|
(d)(267)
|
|
|
Form of 6.750% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(266))(93)
|
|
|
|
|
(d)(268)
|
|
|
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(94)
|
|
|
|
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(d)(269)
|
|
|
Form of 5.000% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(268))(94)
|
|
|
|
|
(d)(270)
|
|
|
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(94)
|
|
|
|
|
(d)(271)
|
|
|
Form of 5.750% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(270))(94)
|
|
|
|
|
(d)(272)
|
|
|
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(94)
|
|
|
|
|
(d)(273)
|
|
|
Form of 6.250% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(272))(94)
|
|
|
|
|
(d)(274)
|
|
|
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(94)
|
|
|
|
|
(d)(275)
|
|
|
Form of 6.750% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(274))(94)
|
|
|
|
|
(d)(276)
|
|
|
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(95)
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
(d)(277)
|
|
|
Form of 5.000% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(276))(95)
|
|
|
|
|
(d)(278)
|
|
|
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(95)
|
|
|
|
|
(d)(279)
|
|
|
Form of 5.750% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(278))(95)
|
|
|
|
|
(d)(280)
|
|
|
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(95)
|
|
|
|
|
(d)(281)
|
|
|
Form of 6.250% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(280))(95)
|
|
|
|
|
(d)(282)
|
|
|
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(95)
|
|
|
|
|
(d)(283)
|
|
|
Form of 6.750% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(282))(95)
|
|
|
|
|
(d)(284)
|
|
|
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(96)
|
|
|
|
|
(d)(285)
|
|
|
Form of 5.000% Prospect Capital InterNote
®
due 2019 (included as part of Exhibit (d)(284))(96)
|
|
|
|
|
(d)(286)
|
|
|
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(96)
|
|
|
|
|
(d)(287)
|
|
|
Form of 5.750% Prospect Capital InterNote
®
due 2021 (included as part of Exhibit (d)(286))(96)
|
|
|
|
|
(d)(288)
|
|
|
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(96)
|
|
|
|
|
(d)(289)
|
|
|
Form of 6.125% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(288))(96)
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
(d)(290)
|
|
|
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(96)
|
|
|
|
|
(d)(291)
|
|
|
Form of 6.625% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(290))(96)
|
|
|
|
|
(d)(292)
|
|
|
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(97)
|
|
|
|
|
(d)(293)
|
|
|
Form of 5.000% Prospect Capital InterNote
®
due 2018 (included as part of Exhibit (d)(292))(97)
|
|
|
|
|
(d)(294)
|
|
|
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(97)
|
|
|
|
|
(d)(295)
|
|
|
Form of 5.500% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(294))(97)
|
|
|
|
|
(d)(296)
|
|
|
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(97)
|
|
|
|
|
(d)(297)
|
|
|
Form of 6.000% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(296))(97)
|
|
|
|
|
(d)(298)
|
|
|
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(97)
|
|
|
|
|
(d)(299)
|
|
|
Form of 6.500% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(298))(97)
|
|
|
|
|
(d)(300)
|
|
|
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(98)
|
|
|
|
|
(d)(301)
|
|
|
Form of 5.000% Prospect Capital InterNote
®
due 2018 (included as part of Exhibit (d)(300))(98)
|
|
|
|
|
(d)(302)
|
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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(98)
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(d)(303)
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Form of 5.500% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(302))(98)
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Exhibit No.
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Description
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(d)(304)
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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(98)
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(d)(305)
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Form of 6.000% Prospect Capital InterNote
®
due 2028 (included as part of Exhibit (d)(304))(98)
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(d)(306)
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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(98)
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(d)(307)
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Form of 6.500% Prospect Capital InterNote
®
due 2038 (included as part of Exhibit (d)(306))(98)
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(d)(308)
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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(99)
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(d)(309)
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Form of 5.000% Prospect Capital InterNote
®
due 2018 (included as part of Exhibit (d)(308))(99)
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(d)(310)
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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(99)
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(d)(311)
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Form of 5.500% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(310))(99)
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(d)(312)
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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(99)
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(d)(313)
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Form of 6.000% Prospect Capital InterNote
®
due 2028 (included as part of Exhibit (d)(312))(99)
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(d)(314)
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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(99)
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(d)(315)
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Form of 6.500% Prospect Capital InterNote
®
due 2038 (included as part of Exhibit (d)(314))(99)
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(d)(316)
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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(101)
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Exhibit No.
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Description
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(d)(317)
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Form of 5.000% Prospect Capital InterNote
®
due 2018 (included as part of Exhibit (d)(316))(101)
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(d)(318)
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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(101)
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(d)(319)
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Form of 5.500% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(318))(101)
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(d)(320)
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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(101)
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(d)(321)
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Form of 6.000% Prospect Capital InterNote
®
due 2028 (included as part of Exhibit (d)(320))(101)
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(d)(322)
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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(101)
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(d)(323)
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Form of 6.500% Prospect Capital InterNote
®
due 2038 (included as part of Exhibit (d)(322))(101)
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(d)(324)
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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(102)
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(d)(325)
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Form of 5.000% Prospect Capital InterNote
®
due 2018 (included as part of Exhibit (d)(324))(102)
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(d)(326)
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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(102)
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(d)(327)
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Form of 5.500% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(326))(102)
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(d)(328)
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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(102)
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(d)(329)
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Form of 6.000% Prospect Capital InterNote
®
due 2033 (included as part of Exhibit (d)(328))(102)
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(d)(330)
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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(102)
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Exhibit No.
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Description
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(d)(331)
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Form of 6.500% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(330))(102)
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(d)(332)
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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(103)
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(d)(333)
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Form of 5.000% Prospect Capital InterNote
®
due 2018 (included as part of Exhibit (d)(332))(103)
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(d)(334)
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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(103)
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(d)(335)
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|
Form of 5.500% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(334))(103)
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(d)(336)
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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(103)
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(d)(337)
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Form of 6.000% Prospect Capital InterNote
®
due 2033 (included as part of Exhibit (d)(336))(103)
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(d)(338)
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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(103)
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(d)(339)
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|
Form of 6.500% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(338))(103)
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(d)(340)
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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(104)
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(d)(341)
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|
Form of 5.000% Prospect Capital InterNote
®
due 2018 (included as part of Exhibit (d)(340))(104)
|
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(d)(342)
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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(104)
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(d)(343)
|
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|
Form of 5.500% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(342))(104)
|
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|
Exhibit No.
|
|
Description
|
|
(d)(344)
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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(104)
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(d)(345)
|
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|
Form of 6.000% Prospect Capital InterNote
®
due 2033 (included as part of Exhibit (d)(344))(104)
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(d)(346)
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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(104)
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(d)(347)
|
|
|
Form of 6.500% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(346))(104)
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(d)(348)
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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(105)
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(d)(349)
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|
|
Form of 5.000% Prospect Capital InterNote
®
due 2018 (included as part of Exhibit (d)(348))(105)
|
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(d)(350)
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|
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(105)
|
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(d)(351)
|
|
|
Form of 5.500% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(350))(105)
|
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(d)(352)
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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(105)
|
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(d)(353)
|
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|
Form of 6.000% Prospect Capital InterNote
®
due 2033 (included as part of Exhibit (d)(352))(105)
|
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(d)(354)
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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(105)
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(d)(355)
|
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|
Form of 6.500% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(354))(105)
|
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(d)(356)
|
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|
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(106)
|
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(d)(357)
|
|
|
Form of 5.000% Prospect Capital InterNote
®
due 2018 (included as part of Exhibit (d)(356))(106)
|
Exhibit No.
|
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Description
|
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(d)(358)
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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(106)
|
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(d)(359)
|
|
|
Form of 5.500% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(358))(106)
|
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|
(d)(360)
|
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|
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(106)
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(d)(361)
|
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|
Form of 6.000% Prospect Capital InterNote
®
due 2033 (included as part of Exhibit (d)(360))(106)
|
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(d)(362)
|
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|
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(106)
|
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(d)(363)
|
|
|
Form of 6.500% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(362))(106)
|
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(d)(364)
|
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|
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(109)
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(d)(365)
|
|
|
Form of 5.000% Prospect Capital InterNote
®
due 2018 (included as part of Exhibit (d)(364))(109)
|
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|
(d)(366)
|
|
|
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(109)
|
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(d)(367)
|
|
|
Form of 5.500% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(366))(109)
|
|
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|
(d)(368)
|
|
|
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(109)
|
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(d)(369)
|
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|
Form of 6.000% Prospect Capital InterNote
®
due 2033 (included as part of Exhibit (d)(368))(109)
|
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|
(d)(370)
|
|
|
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(109)
|
|
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(d)(371)
|
|
|
Form of 6.500% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(370))(109)
|
Exhibit No.
|
|
Description
|
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|
(d)(372)
|
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|
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(110)
|
|
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|
(d)(373)
|
|
|
Form of 4.000% Prospect Capital InterNote
®
due 2016 (included as part of Exhibit (d)(372))(110)
|
|
|
|
|
(d)(374)
|
|
|
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(110)
|
|
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|
(d)(375)
|
|
|
Form of 5.000% Prospect Capital InterNote
®
due 2018 (included as part of Exhibit (d)(374))(110)
|
|
|
|
|
(d)(376)
|
|
|
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(110)
|
|
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|
(d)(377)
|
|
|
Form of 5.500% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(376))(110)
|
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|
|
|
(d)(378)
|
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|
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(110)
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(d)(379)
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Form of 6.000% Prospect Capital InterNote
®
due 2033 (included as part of Exhibit (d)(378))(110)
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(d)(380)
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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(110)
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(d)(381)
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Form of 6.500% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(380))(110)
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(d)(382)
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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(111)
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(d)(383)
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Form of 4.000% Prospect Capital InterNote
®
due 2017 (included as part of Exhibit (d)(382))(111)
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(d)(384)
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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(111)
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Exhibit No.
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Description
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(d)(385)
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Form of 5.000% Prospect Capital InterNote
®
due 2018 (included as part of Exhibit (d)(384))(111)
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(d)(386)
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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(111)
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(d)(387)
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Form of 5.500% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(386))(111)
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(d)(388)
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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(111)
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(d)(389)
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Form of 6.000% Prospect Capital InterNote
®
due 2028 (included as part of Exhibit (d)(388))(111)
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(d)(390)
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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(111)
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(d)(391)
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Form of 6.500% Prospect Capital InterNote
®
due 2038 (included as part of Exhibit (d)(390))(111)
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(d)(392)
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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(113)
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(d)(393)
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Form of 4.000% Prospect Capital InterNote
®
due 2017 (included as part of Exhibit (d)(392))(113)
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(d)(394)
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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(113)
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(d)(395)
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Form of 5.000% Prospect Capital InterNote
®
due 2018 (included as part of Exhibit (d)(394))(113)
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(d)(396)
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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(113)
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(d)(397)
|
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|
Form of 5.500% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(396))(113)
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(d)(398)
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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(113)
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Exhibit No.
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Description
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(d)(399)
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Form of 6.000% Prospect Capital InterNote
®
due 2028 (included as part of Exhibit (d)(398))(113)
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(d)(400)
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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(113)
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(d)(401)
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Form of 6.500% Prospect Capital InterNote
®
due 2038 (included as part of Exhibit (d)(400))(113)
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(d)(402)
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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(114)
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(d)(403)
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Form of 4.000% Prospect Capital InterNote
®
due 2017 (included as part of Exhibit (d)(402))(114)
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(d)(404)
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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(114)
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(d)(405)
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|
Form of 5.000% Prospect Capital InterNote
®
due 2018 (included as part of Exhibit (d)(404))(114)
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(d)(406)
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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(114)
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(d)(407)
|
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|
Form of 5.500% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(406))(114)
|
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(d)(408)
|
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|
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(114)
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(d)(409)
|
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|
Form of 6.000% Prospect Capital InterNote
®
due 2028 (included as part of Exhibit (d)(408))(114)
|
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(d)(410)
|
|
|
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(114)
|
|
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(d)(411)
|
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|
Form of 6.500% Prospect Capital InterNote
®
due 2038 (included as part of Exhibit (d)(410))(114)
|
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Exhibit No.
|
|
Description
|
|
(d)(412)
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|
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(115)
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|
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(d)(413)
|
|
|
Form of 4.000% Prospect Capital InterNote® due 2017 (included as part of Exhibit (d)(412))(115)
|
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|
|
(d)(414)
|
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|
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(115)
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(d)(415)
|
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|
Form of 5.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit (d)(414))(115)
|
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|
|
(d)(416)
|
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|
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(115)
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(d)(417)
|
|
|
Form of 5.500% Prospect Capital InterNote® due 2020 (included as part of Exhibit (d)(416))(115)
|
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(d)(418)
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|
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(115)
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(d)(419)
|
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Form of 6.000% Prospect Capital InterNote® due 2028 (included as part of Exhibit (d)(418))(115)
|
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(d)(420)
|
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|
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(115)
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(d)(421)
|
|
|
Form of 6.500% Prospect Capital InterNote® due 2038 (included as part of Exhibit (d)(420))(115)
|
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|
|
(d)(422)
|
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|
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(116)
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(d)(423)
|
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|
Form of 4.000% Prospect Capital InterNote® due 2017 (included as part of Exhibit (d)(422))(116)
|
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|
(d)(424)
|
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|
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(116)
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(d)(425)
|
|
|
Form of 5.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit (d)(424))(116)
|
Exhibit No.
|
|
Description
|
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|
(d)(426)
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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(116)
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|
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(d)(427)
|
|
|
Form of 5.500% Prospect Capital InterNote® due 2020 (included as part of Exhibit (d)(426))(116)
|
|
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|
|
(d)(428)
|
|
|
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(116)
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|
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(d)(429)
|
|
|
Form of 6.000% Prospect Capital InterNote® due 2025 (included as part of Exhibit (d)(428))(116)
|
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|
|
(d)(430)
|
|
|
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(116)
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|
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(d)(431)
|
|
|
Form of 6.500% Prospect Capital InterNote® due 2038 (included as part of Exhibit (d)(430))(116)
|
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|
|
(d)(432)
|
|
|
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(117)
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|
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(d)(433)
|
|
|
Form of 4.000% Prospect Capital InterNote
®
due 2017 (included as part of Exhibit (d)(432))(117)
|
|
|
|
|
(d)(434)
|
|
|
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(117)
|
|
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|
(d)(435)
|
|
|
Form of 5.000% Prospect Capital InterNote
®
due 2018 (included as part of Exhibit (d)(434))(117)
|
|
|
|
|
(d)(436)
|
|
|
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(117)
|
|
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|
|
(d)(437)
|
|
|
Form of 5.500% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(436))(117)
|
|
|
|
|
(d)(438)
|
|
|
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(117)
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Exhibit No.
|
|
Description
|
|
(d)(439)
|
|
|
Form of 6.000% Prospect Capital InterNote
®
due 2025 (included as part of Exhibit (d)(438))(117)
|
|
|
|
|
(d)(440)
|
|
|
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(117)
|
|
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|
|
(d)(441)
|
|
|
Form of 6.500% Prospect Capital InterNote
®
due 2038 (included as part of Exhibit (d)(440))(117)
|
|
|
|
|
(d)(442)
|
|
|
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(118)
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|
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|
(d)(443)
|
|
|
Form of 4.000% Prospect Capital InterNote® due 2017 (included as part of Exhibit (d)(442))(118)
|
|
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|
|
(d)(444)
|
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|
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(118)
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|
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|
(d)(445)
|
|
|
Form of 5.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit (d)(444))(118)
|
|
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|
|
(d)(446)
|
|
|
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(118)
|
|
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|
|
(d)(447)
|
|
|
Form of 5.500% Prospect Capital InterNote® due 2020 (included as part of Exhibit (d)(446))(118)
|
|
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|
|
(d)(448)
|
|
|
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(118)
|
|
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|
(d)(449)
|
|
|
Form of 6.000% Prospect Capital InterNote® due 2025 (included as part of Exhibit (d)(448))(118)
|
|
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|
|
(d)(450)
|
|
|
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(118)
|
|
|
|
|
(d)(451)
|
|
|
Form of 6.500% Prospect Capital InterNote® due 2038 (included as part of Exhibit (d)(450))(118)
|
|
|
|
|
(d)(452)
|
|
|
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(119)
|
Exhibit No.
|
|
Description
|
|
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|
|
|
(d)(453)
|
|
|
Form of 4.000% Prospect Capital InterNote® due 2017 (included as part of Exhibit (d)(452))(119)
|
|
|
|
|
(d)(454)
|
|
|
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(119)
|
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(d)(455)
|
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Form of 5.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit (d)(454))(119)
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(d)(456)
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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(119)
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(d)(457)
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Form of 5.500% Prospect Capital InterNote® due 2020 (included as part of Exhibit (d)(456))(119)
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(d)(458)
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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(119)
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(d)(459)
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Form of 6.000% Prospect Capital InterNote® due 2025 (included as part of Exhibit (d)(458))(119)
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(d)(460)
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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(119)
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(d)(461)
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Form of 6.500% Prospect Capital InterNote® due 2038 (included as part of Exhibit (d)(460))(119)
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(d)(462)
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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(120)
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(d)(463)
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Form of 4.000% Prospect Capital InterNote® due 2017 (included as part of Exhibit (d)(462))(120)
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(d)(464)
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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(120)
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(d)(465)
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Form of 5.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit (d)(464))(120)
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Exhibit No.
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Description
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(d)(466)
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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(120)
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(d)(467)
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Form of 5.500% Prospect Capital InterNote® due 2020 (included as part of Exhibit (d)(466))(120)
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(d)(468)
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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(120)
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(d)(469)
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Form of 6.000% Prospect Capital InterNote® due 2025 (included as part of Exhibit (d)(468))(120)
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(d)(470)
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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(120)
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(d)(471)
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Form of 6.500% Prospect Capital InterNote® due 2038 (included as part of Exhibit (d)(470))(120)
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(d)(472)
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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(121)
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(d)(473)
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Form of 4.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit (d)(472))(121)
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(d)(474)
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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(121)
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(d)(475)
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Form of 5.000% Prospect Capital InterNote® due 2019 (included as part of Exhibit (d)(474))(121)
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(d)(476)
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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(121)
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(d)(477)
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Form of 5.500% Prospect Capital InterNote® due 2021 (included as part of Exhibit (d)(476))(121)
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(d)(478)
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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(121)
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(d)(479)
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Form of 6.000% Prospect Capital InterNote® due 2026 (included as part of Exhibit (d)(478))(121)
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Exhibit No.
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Description
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(d)(480)
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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(121)
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(d)(481)
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Form of 6.500% Prospect Capital InterNote® due 2039 (included as part of Exhibit (d)(480))(121)
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(d)(482)
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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(122)
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(d)(483)
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Form of 4.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit (d)(482))(122)
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(d)(484)
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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(122)
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(d)(485)
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Form of 5.000% Prospect Capital InterNote® due 2019 (included as part of Exhibit (d)(484))(122)
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(d)(486)
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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(122)
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(d)(487)
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Form of 5.500% Prospect Capital InterNote® due 2021 (included as part of Exhibit (d)(486))(122)
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(d)(488)
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|
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(122)
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(d)(489)
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Form of 6.000% Prospect Capital InterNote® due 2026 (included as part of Exhibit (d)(488))(122)
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(d)(490)
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|
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(122)
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(d)(491)
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|
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Form of 6.500% Prospect Capital InterNote® due 2039 (included as part of Exhibit (d)(490))(122)
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(d)(492)
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|
|
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(123)
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|
Exhibit No.
|
|
Description
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|
(d)(493)
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|
Form of 4.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit (d)(492))(123)
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|
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(d)(494)
|
|
|
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(123)
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(d)(495)
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|
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Form of 5.000% Prospect Capital InterNote® due 2019 (included as part of Exhibit (d)(494))(123)
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|
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|
(d)(496)
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|
|
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(123)
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(d)(497)
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|
|
Form of 5.500% Prospect Capital InterNote® due 2021 (included as part of Exhibit (d)(496))(123)
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(d)(498)
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|
|
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(123)
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(d)(499)
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|
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Form of 6.000% Prospect Capital InterNote® due 2026 (included as part of Exhibit (d)(498))(123)
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(d)(500)
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|
|
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(123)
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(d)(501)
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|
|
Form of 6.500% Prospect Capital InterNote® due 2039 (included as part of Exhibit (d)(500))(123)
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|
|
(d)(502)
|
|
|
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(124)
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|
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(d)(503)
|
|
|
Form of 4.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit (d)(502))(124)
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|
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|
|
(d)(504)
|
|
|
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(124)
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|
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(d)(505)
|
|
|
Form of 5.000% Prospect Capital InterNote® due 2019 (included as part of Exhibit (d)(504))(124)
|
|
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|
|
(d)(506)
|
|
|
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(124)
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Exhibit No.
|
|
Description
|
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|
|
(d)(507)
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|
|
Form of 5.500% Prospect Capital InterNote® due 2021 (included as part of Exhibit (d)(506))(124)
|
|
|
|
|
(d)(508)
|
|
|
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(124)
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|
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(d)(509)
|
|
|
Form of 6.000% Prospect Capital InterNote® due 2026 (included as part of Exhibit (d)(508))(124)
|
|
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|
|
(d)(510)
|
|
|
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(124)
|
|
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(d)(511)
|
|
|
Form of 6.500% Prospect Capital InterNote® due 2039 (included as part of Exhibit (d)(510))(124)
|
|
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|
|
(d)(512)
|
|
|
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(125)
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|
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(d)(513)
|
|
|
Form of 4.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit (d)(512))(125)
|
|
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|
|
(d)(514)
|
|
|
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(125)
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|
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(d)(515)
|
|
|
Form of 5.000% Prospect Capital InterNote® due 2019 (included as part of Exhibit (d)(514))(125)
|
|
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|
|
(d)(516)
|
|
|
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(125)
|
|
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|
(d)(517)
|
|
|
Form of 5.500% Prospect Capital InterNote® due 2021 (included as part of Exhibit (d)(516))(125)
|
|
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|
|
(d)(518)
|
|
|
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(125)
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|
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(d)(519)
|
|
|
Form of 6.000% Prospect Capital InterNote® due 2026 (included as part of Exhibit (d)(518))(125)
|
|
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|
Exhibit No.
|
|
Description
|
|
(d)(520)
|
|
|
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(125)
|
|
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|
|
(d)(521)
|
|
|
Form of 6.500% Prospect Capital InterNote® due 2039 (included as part of Exhibit (d)(520))(125)
|
|
|
|
|
(d)(522)
|
|
|
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(126)
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|
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|
(d)(523)
|
|
|
Form of 4.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit (d)(522))(126)
|
|
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|
|
(d)(524)
|
|
|
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(126)
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|
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|
(d)(525)
|
|
|
Form of 5.000% Prospect Capital InterNote® due 2019 (included as part of Exhibit (d)(524))(126)
|
|
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|
|
(d)(526)
|
|
|
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(126)
|
|
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|
|
(d)(527)
|
|
|
Form of 5.500% Prospect Capital InterNote® due 2021 (included as part of Exhibit (d)(526))(126)
|
|
|
|
|
(d)(528)
|
|
|
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(126)
|
|
|
|
|
(d)(529)
|
|
|
Form of 6.000% Prospect Capital InterNote® due 2026 (included as part of Exhibit (d)(528))(126)
|
|
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|
|
(d)(530)
|
|
|
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(126)
|
|
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|
(d)(531)
|
|
|
Form of 6.500% Prospect Capital InterNote® due 2039 (included as part of Exhibit (d)(530))(126)
|
|
|
|
|
(d)(532)
|
|
|
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(127)
|
|
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|
(d)(533)
|
|
|
Form of 4.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit (d)(532))(127)
|
Exhibit No.
|
|
Description
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(d)(534)
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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(127)
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(d)(535)
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Form of 5.000% Prospect Capital InterNote® due 2019 (included as part of Exhibit (d)(534))(127)
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(d)(536)
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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(127)
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(d)(537)
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Form of 5.500% Prospect Capital InterNote® due 2021 (included as part of Exhibit (d)(536))(127)
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(d)(538)
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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(127)
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(d)(539)
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Form of 6.000% Prospect Capital InterNote® due 2026 (included as part of Exhibit (d)(538))(127)
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(d)(540)
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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(127)
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(d)(541)
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Form of 6.500% Prospect Capital InterNote® due 2039 (included as part of Exhibit (d)(540))(127)
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(d)(542)
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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(128)
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(d)(543)
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Form of 4.75% Prospect Capital InterNote® due 2019 (included as part of Exhibit (d)(542))(128)
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(d)(544)
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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(129)
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(d)(545)
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Form of 4.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit (d)(544))(129)
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(d)(546)
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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(129)
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Exhibit No.
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Description
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(d)(547)
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Form of 5.000% Prospect Capital InterNote® due 2019 (included as part of Exhibit (d)(546))(129)
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(d)(548)
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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(129)
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(d)(549)
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Form of 5.500% Prospect Capital InterNote® due 2021 (included as part of Exhibit (d)(548))(129)
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(d)(550)
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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(129)
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(d)(551)
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Form of 6.000% Prospect Capital InterNote® due 2026 (included as part of Exhibit (d)(550))(129)
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(d)(552)
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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(129)
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(d)(553)
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Form of 6.500% Prospect Capital InterNote® due 2039 (included as part of Exhibit (d)(552))(129)
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(d)(554)
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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(130)
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(d)(555)
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Form of 3.750% Prospect Capital InterNote® due 2018 (included as part of Exhibit (d)(554))(130)
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(d)(556)
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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(130)
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(d)(557)
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Form of 4.750% Prospect Capital InterNote® due 2019 (included as part of Exhibit (d)(556))(130)
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(d)(558)
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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(130)
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(d)(559)
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Form of 5.250% Prospect Capital InterNote® due 2021 (included as part of Exhibit (d)(558))(130)
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|
(d)(560)
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|
|
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(130)
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Exhibit No.
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Description
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(d)(561)
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Form of 5.750% Prospect Capital InterNote® due 2026 (included as part of Exhibit (d)(560))(130)
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(d)(562)
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|
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(130)
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(d)(563)
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|
|
Form of 6.250% Prospect Capital InterNote® due 2039 (included as part of Exhibit (d)(562))(130)
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|
(d)(564)
|
|
|
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(131)
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(d)(565)
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|
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Form of 3.750% Prospect Capital InterNote® due 2018 (included as part of Exhibit (d)(564))(131)
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|
(d)(566)
|
|
|
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(131)
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(d)(567)
|
|
|
Form of 4.750% Prospect Capital InterNote® due 2019 (included as part of Exhibit (d)(566))(131)
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|
|
(d)(568)
|
|
|
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(131)
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|
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(d)(569)
|
|
|
Form of 5.250% Prospect Capital InterNote® due 2021 (included as part of Exhibit (d)(568))(131)
|
|
|
|
|
(d)(570)
|
|
|
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(131)
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|
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(d)(571)
|
|
|
Form of 5.750% Prospect Capital InterNote® due 2026 (included as part of Exhibit (d)(570))(131)
|
|
|
|
|
(d)(572)
|
|
|
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(131)
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|
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(d)(573)
|
|
|
Form of 6.250% Prospect Capital InterNote® due 2039 (included as part of Exhibit (d)(572))(131)
|
|
|
|
Exhibit No.
|
|
Description
|
|
(d)(574)
|
|
|
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(132)
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|
|
|
|
(d)(575)
|
|
|
Form of 4.75% Prospect Capital InterNote® due 2019 (included as part of Exhibit (d)(574))(132)
|
|
|
|
|
(d)(576)
|
|
|
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(133)
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|
|
|
|
(d)(577)
|
|
|
Form of 3.750% Prospect Capital InterNote® due 2018 (included as part of Exhibit (d)(576))(133)
|
|
|
|
|
(d)(578)
|
|
|
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(133)
|
|
|
|
|
(d)(579)
|
|
|
Form of 4.750% Prospect Capital InterNote® due 2019 (included as part of Exhibit (d)(578))(133)
|
|
|
|
|
(d)(580)
|
|
|
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(133)
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|
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|
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(d)(581)
|
|
|
Form of 5.250% Prospect Capital InterNote® due 2021 (included as part of Exhibit (d)(580))(133)
|
|
|
|
|
(d)(582)
|
|
|
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(133)
|
|
|
|
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(d)(583)
|
|
|
Form of 5.750% Prospect Capital InterNote® due 2026 (included as part of Exhibit (d)(582))(133)
|
|
|
|
|
(d)(584)
|
|
|
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(133)
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|
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(d)(585)
|
|
|
Form of 6.250% Prospect Capital InterNote® due 2039 (included as part of Exhibit (d)(584))(133)
|
|
|
|
|
(d)(586)
|
|
|
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(134)
|
|
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(d)(587)
|
|
|
Form of 3.750% Prospect Capital InterNote® due 2018 (included as part of Exhibit (d)(586))(134)
|
Exhibit No.
|
|
Description
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(d)(588)
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|
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(134)
|
|
|
|
|
(d)(589)
|
|
|
Form of 4.750% Prospect Capital InterNote® due 2019 (included as part of Exhibit (d)(588))(134)
|
|
|
|
|
(d)(590)
|
|
|
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(134)
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|
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|
(d)(591)
|
|
|
Form of 5.250% Prospect Capital InterNote® due 2021 (included as part of Exhibit (d)(590))(134)
|
|
|
|
|
(d)(592)
|
|
|
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(134)
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|
|
|
|
(d)(593)
|
|
|
Form of 5.750% Prospect Capital InterNote® due 2026 (included as part of Exhibit (d)(592))(134)
|
|
|
|
|
(d)(594)
|
|
|
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(134)
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|
|
|
|
(d)(595)
|
|
|
Form of 6.250% Prospect Capital InterNote® due 2039 (included as part of Exhibit (d)(594))(134)
|
|
|
|
|
(d)(596)
|
|
|
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(135)
|
|
|
|
|
(d)(597)
|
|
|
Form of 3.750% Prospect Capital InterNote® due 2018 (included as part of Exhibit (d)(596))(135)
|
|
|
|
|
(d)(598)
|
|
|
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(135)
|
|
|
|
|
(d)(599)
|
|
|
Form of 4.750% Prospect Capital InterNote® due 2019 (included as part of Exhibit (d)(598))(135)
|
|
|
|
|
(d)(600)
|
|
|
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(135)
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|
|
|
Exhibit No.
|
|
Description
|
|
(d)(601)
|
|
|
Form of 5.250% Prospect Capital InterNote® due 2021 (included as part of Exhibit (d)(600))(135)
|
|
|
|
|
(d)(602)
|
|
|
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(135)
|
|
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|
|
(d)(603)
|
|
|
Form of 5.750% Prospect Capital InterNote® due 2026 (included as part of Exhibit (d)(602))(135)
|
|
|
|
|
(d)(604)
|
|
|
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(135)
|
|
|
|
|
(d)(605)
|
|
|
Form of 6.250% Prospect Capital InterNote® due 2039 (included as part of Exhibit (d)(604))(135)
|
|
|
|
|
(d)(606)
|
|
|
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(136)
|
|
|
|
|
(d)(607)
|
|
|
Form of 3.750% Prospect Capital InterNote® due 2018 (included as part of Exhibit (d)(606))(136)
|
|
|
|
|
(d)(608)
|
|
|
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(136)
|
|
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|
|
(d)(609)
|
|
|
Form of 4.500% Prospect Capital InterNote® due 2019 (included as part of Exhibit (d)(608))(136)
|
|
|
|
|
(d)(610)
|
|
|
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(136)
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|
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(d)(611)
|
|
|
Form of 5.250% Prospect Capital InterNote® due 2021 (included as part of Exhibit (d)(610))(136)
|
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|
|
(d)(612)
|
|
|
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(136)
|
|
|
|
|
(d)(613)
|
|
|
Form of 5.750% Prospect Capital InterNote® due 2024 (included as part of Exhibit (d)(612))(136)
|
|
|
|
|
(d)(614)
|
|
|
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(136)
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
(d)(615)
|
|
|
Form of 6.250% Prospect Capital InterNote® due 2039 (included as part of Exhibit (d)(614))(136)
|
|
|
|
|
(d)(616)
|
|
|
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(137)
|
|
|
|
|
(d)(617)
|
|
|
Form of 5.000% Senior Notes due 2019 (included as part of Exhibit (d)(616))(137)
|
|
|
|
|
(d)(618)
|
|
|
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(138)
|
|
|
|
|
(d)(619)
|
|
|
Form of 3.750% Prospect Capital InterNote® due 2018 (included as part of Exhibit (d)(618))(138)
|
|
|
|
|
(d)(620)
|
|
|
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(138)
|
|
|
|
|
(d)(621)
|
|
|
Form of 4.250% Prospect Capital InterNote® due 2019 (included as part of Exhibit (d)(620))(138)
|
|
|
|
|
(d)(622)
|
|
|
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(138)
|
|
|
|
|
(d)(623)
|
|
|
Form of 5.250% Prospect Capital InterNote® due 2021 (included as part of Exhibit (d)(622))(138)
|
|
|
|
|
(d)(624)
|
|
|
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(138)
|
|
|
|
|
(d)(625)
|
|
|
Form of 5.750% Prospect Capital InterNote® due 2024 (included as part of Exhibit (d)(624))(138)
|
|
|
|
|
(d)(626)
|
|
|
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(138)
|
|
|
|
|
(d)(627)
|
|
|
Form of 6.250% Prospect Capital InterNote® due 2039 (included as part of Exhibit (d)(626))(138)
|
|
|
|
|
(d)(628)
|
|
|
Indenture dated as of April 11, 2014, by and between Prospect Capital Corporation and American Stock Transfer & Trust Company, as Trustee(139)
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
(d)(629)
|
|
|
Form of Global Note of 4.75% Senior Convertible Notes Due 2020 (included as part of Exhibit (d)(628))(139)
|
|
|
|
|
(d)(630)
|
|
|
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(140)
|
|
|
|
|
(d)(631)
|
|
|
Form of 3.750% Prospect Capital InterNote® due 2018 (included as part of Exhibit (d)(630))(140)
|
|
|
|
|
(d)(632)
|
|
|
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(140)
|
|
|
|
|
(d)(633)
|
|
|
Form of 4.250% Prospect Capital InterNote® due 2019 (included as part of Exhibit (d)(632))(140)
|
|
|
|
|
(d)(634)
|
|
|
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(140)
|
|
|
|
|
(d)(635)
|
|
|
Form of 5.250% Prospect Capital InterNote® due 2021 (included as part of Exhibit (d)(634))(140)
|
|
|
|
|
(d)(636)
|
|
|
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(140)
|
|
|
|
|
(d)(637)
|
|
|
Form of 5.750% Prospect Capital InterNote® due 2024 (included as part of Exhibit (d)(636))(140)
|
|
|
|
|
(d)(638)
|
|
|
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(140)
|
|
|
|
|
(d)(639)
|
|
|
Form of 6.250% Prospect Capital InterNote® due 2039 (included as part of Exhibit (d)(638))(140)
|
|
|
|
|
(d)(640)
|
|
|
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(141)
|
|
|
|
|
(d)(641)
|
|
|
Form of 3.750% Prospect Capital InterNote® due 2018 (included as part of Exhibit (d)(640))(141)
|
|
|
|
Exhibit No.
|
|
Description
|
|
(d)(642)
|
|
|
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(141)
|
|
|
|
|
(d)(643)
|
|
|
Form of 4.500% Prospect Capital InterNote® due 2019 (included as part of Exhibit (d)(642))(141)
|
|
|
|
|
(d)(644)
|
|
|
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(141)
|
|
|
|
|
(d)(645)
|
|
|
Form of 5.250% Prospect Capital InterNote® due 2021 (included as part of Exhibit (d)(644))(141)
|
|
|
|
|
(d)(646)
|
|
|
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(141)
|
|
|
|
|
(d)(647)
|
|
|
Form of 5.750% Prospect Capital InterNote® due 2024 (included as part of Exhibit (d)(646))(141)
|
|
|
|
|
(d)(648)
|
|
|
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(141)
|
|
|
|
|
(d)(649)
|
|
|
Form of 6.250% Prospect Capital InterNote® due 2039 (included as part of Exhibit (d)(648))(141)
|
|
|
|
|
(d)(650)
|
|
|
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(142)
|
|
|
|
|
(d)(651)
|
|
|
Form of 3.750% Prospect Capital InterNote® due 2018 (included as part of Exhibit (d)(650))(142)
|
|
|
|
|
(d)(652)
|
|
|
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(142)
|
|
|
|
|
(d)(653)
|
|
|
Form of 4.500% Prospect Capital InterNote® due 2019 (included as part of Exhibit (d)(652))(142)
|
|
|
|
|
(d)(654)
|
|
|
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(142)
|
|
|
|
|
(d)(655)
|
|
|
Form of 5.250% Prospect Capital InterNote® due 2021 (included as part of Exhibit (d)(654))(142)
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
(d)(656)
|
|
|
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(142)
|
|
|
|
|
(d)(657)
|
|
|
Form of 5.750% Prospect Capital InterNote® due 2024 (included as part of Exhibit (d)(656))(142)
|
|
|
|
|
(d)(658)
|
|
|
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(142)
|
|
|
|
|
(d)(659)
|
|
|
Form of 6.250% Prospect Capital InterNote® due 2039 (included as part of Exhibit (d)(658))(142)
|
|
|
|
|
(d)(660)
|
|
|
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(143)
|
|
|
|
|
(d)(661)
|
|
|
Form of 3.750% Prospect Capital InterNote® due 2018 (included as part of Exhibit (d)(660))(143)
|
|
|
|
|
(d)(662)
|
|
|
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(143)
|
|
|
|
|
(d)(663)
|
|
|
Form of 4.500% Prospect Capital InterNote® due 2019 (included as part of Exhibit (d)(662))(143)
|
|
|
|
|
(d)(664)
|
|
|
Three Hundred Twenty-First Supplemental Indenture dated as of May 8, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(143)
|
|
|
|
|
(d)(665)
|
|
|
Form of 5.250% Prospect Capital InterNote® due 2021 (included as part of Exhibit (d)(664))(143)
|
|
|
|
|
(d)(666)
|
|
|
Three Hundred Twenty-Second Supplemental Indenture dated as of May 8, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(143)
|
|
|
|
|
(d)(667)
|
|
|
Form of 5.750% Prospect Capital InterNote® due 2024 (included as part of Exhibit (d)(666))(143)
|
|
|
|
|
(d)(668)
|
|
|
Three Hundred Twenty-Third Supplemental Indenture dated as of May 8, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(143)
|
|
|
|
Exhibit No.
|
|
Description
|
|
(d)(669)
|
|
|
Form of 6.250% Prospect Capital InterNote® due 2039 (included as part of Exhibit (d)(668))(143)
|
|
|
|
|
(e)
|
|
|
Form of Dividend Reinvestment Plan(2)
|
|
|
|
|
(f)
|
|
|
Not Applicable
|
|
|
|
|
(g)
|
|
|
Form of Investment Advisory Agreement between Registrant and Prospect Capital Management LLC(2)
|
|
|
|
|
(h)
|
|
|
Not Applicable
|
|
|
|
|
(i)
|
|
|
Not Applicable
|
|
|
|
|
(j)(1)
|
|
|
Amended and Restated Custody Agreement, dated as of September 23, 2014, by and between the Registrant and U.S. Bank National Association(†)
|
|
|
|
|
(j)(2)
|
|
|
Custody Agreement, dated as of April 24, 2013, by and between the Registrant and Israeli Discount Bank of New York Ltd.(7)
|
|
|
|
|
(j)(3)
|
|
|
Custody Agreement, dated as of October 28, 2013, by and between the Registrant and Fifth Third Bank(122)
|
|
|
|
|
(j)(4)
|
|
|
Custody Agreement, dated as of May 9, 2014, by and between the Registrant and Customers Bank(144)
|
|
|
|
|
(j)(5)
|
|
|
Custody Agreement, dated as of May 9, 2014, by and between the Registrant and Peapack-Gladstone Bank(145)
|
|
|
|
|
(j)(6)
|
|
|
Custody Agreement, dated as of October 10, 2014, by and between Prospect Yield Corporation, LLC and U.S. Bank National Association(†)
|
|
|
|
|
(k)(1)
|
|
|
Form of Administration Agreement between Registrant and Prospect Administration LLC(2)
|
|
|
|
|
(k)(2)
|
|
|
Form of Transfer Agency and Registrar Services Agreement(4)
|
|
|
|
|
(k)(3)
|
|
|
Form of Trademark License Agreement between the Registrant and Prospect Capital Management(2)
|
|
|
|
|
(k)(4)
|
|
|
Agreement and Plan of Merger dated August 3, 2009 between Prospect Capital Corporation and Patriot Capital Funding, Inc.(6)
|
|
|
|
|
(k)(5)
|
|
|
Master Purchase and Sale and Contribution Agreement, dated as of March 19, 2012, by and among Prospect Capital Corporation, First Tower Corp., certain other entities related to Prospect Capital Corporation and certain shareholders of First Tower Corp.(18)
|
|
|
|
|
(k)(6)
|
|
|
Fifth Amended and Restated Loan and Servicing Agreement, dated August 29, 2014, among Prospect Capital Funding LLC, Prospect Capital Corporation, the lenders from time to time party thereto, the managing agents from time to time party thereto, U.S. Bank National Association as Calculation Agent, Paying Agent and Documentation Agent, KeyBank National Association as Facility Agent, Key Equipment Finance Inc. and Royal Bank of Canada as Syndication Agents, and KeyBank National Associationas Structuring Agent, Sole Lead Arranger and Sole Bookrunner(19)
|
|
|
|
|
(l)(1)
|
|
|
Opinion and Consent of Venable LLP, as special Maryland counsel for the Registrant(146)
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
(l)(2)
|
|
|
Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom LLP, as special New York counsel for the Registrant(146)
|
|
|
|
|
(m)
|
|
|
Not Applicable
|
|
|
|
|
(n)(1)
|
|
|
Consent of independent registered public accounting firm(†)
|
|
|
|
|
(n)(2)
|
|
|
Report of independent registered public accounting firm on “Senior Securities” table(146)
|
|
|
|
|
(n)(3)
|
|
|
Power of Attorney(146)
|
|
|
|
|
(o)
|
|
|
Not Applicable
|
|
|
|
|
(p)
|
|
|
Not Applicable
|
|
|
|
|
(q)
|
|
|
Not Applicable
|
|
|
|
|
(r)
|
|
|
Code of Ethics(146)
|
|
|
|
|
99.1
|
|
|
Form of Preliminary Prospectus Supplement For Common Stock Offerings(146)
|
|
|
|
|
99.2
|
|
|
Form of Preliminary Prospectus Supplement For Preferred Stock Offerings(146)
|
|
|
|
|
99.3
|
|
|
Form of Preliminary Prospectus Supplement For Debt Offerings(146)
|
|
|
|
|
99.4
|
|
|
Form of Preliminary Prospectus Supplement For Rights Offerings(146)
|
|
|
|
|
99.5
|
|
|
Form of Preliminary Prospectus Supplement For Warrant Offerings(146)
|
|
|
|
|
99.6
|
|
|
Form of Preliminary Prospectus Supplement For Unit Offerings(146)
|
|
|
|
(1)
|
Incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on May 9, 2014.
|
(2)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Pre-effective Amendment No. 2 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-114552), filed on July 6, 2004.
|
(3)
|
Incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on August 26, 2011.
|
(4)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Pre-effective Amendment No. 3 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-114552), filed on July 23, 2004.
|
(5)
|
Incorporated by reference to Exhibit 4.22 of the Registrant’s Form 10-Q filed on May 6, 2013.
|
(6)
|
Incorporated by reference to Exhibit 2.1 of the Registrant’s Form 8-K filed on August 5, 2009.
|
(7)
|
Incorporated by reference to Exhibit 10.258 of the Registrant’s Form 10-K filed on August 21, 2013.
|
(8)
|
Incorporated by reference to Exhibit 4.2 of the Registrant’s Form 8-K filed on February 18, 2011.
|
(9)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-effective Amendment No. 1 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-170724), filed on April 6, 2011.
|
(10)
|
Incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed on December 21, 2010.
|
(11)
|
Incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed on February 18, 2011.
|
(12)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-176637), filed on September 1, 2011.
|
(13)
|
Intentionally deleted.
|
(14)
|
Incorporated by reference to Exhibit 14 of the Registrant’s Form 10-K filed on August 21, 2013.
|
(15)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 1 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-176637), filed on March 1, 2012.
|
(16)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 2 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-176637), filed on March 8, 2012.
|
(17)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 3 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-176637), filed on March 14, 2012.
|
(18)
|
Incorporated by reference to Exhibit 2.1 of the Registrant’s Form 8-K filed on March 21, 2012.
|
(19)
|
Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K filed on September 2, 2014.
|
(20)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 5 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-176637), filed on April 5, 2012.
|
(21)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 6 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-176637), filed on April 12, 2012.
|
(22)
|
Incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed on April 16, 2012.
|
(23)
|
Incorporated by reference to Exhibit 4.2 of the Registrant’s Form 8-K filed on April 16, 2012.
|
(24)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 8 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333- 176637), filed on April 26, 2012.
|
(25)
|
Incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed on May 7, 2012.
|
(26)
|
Incorporated by reference to Exhibit 4.2 of the Registrant’s Form 8-K filed on May 7, 2012.
|
(27)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 10 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-176637), filed on June 14, 2012.
|
(28)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 11 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-176637), filed on June 28, 2012.
|
(29)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 12 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-176637), filed on July 6, 2012.
|
(30)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-170724), filed on January 27, 2011.
|
(31)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 13 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-176637), filed on July 12, 2012.
|
(32)
|
Intentionally deleted.
|
(33)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 15 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-176637), filed on July 19, 2012.
|
(34)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 16 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-176637), filed on July 26, 2012.
|
(35)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 17 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-176637), filed on August 2, 2012.
|
(36)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 18 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-176637), filed on August 9, 2012.
|
(37)
|
Incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed on August 14, 2012.
|
(38)
|
Incorporated by reference to Exhibit 4.2 of the Registrant’s Form 8-K filed on August 14, 2012.
|
(39)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 19 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-176637), filed on August 16, 2012.
|
(40)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 20 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-176637), filed on August 23, 2012.
|
(41)
|
Intentionally deleted.
|
(42)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 22 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-176637), filed on September 7, 2012.
|
(43)
|
Intentionally deleted.
|
(44)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 24 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-176637), filed on September 13, 2012.
|
(45)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 25 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-176637), filed on September 20, 2012.
|
(46)
|
Intentionally deleted.
|
(47)
|
Intentionally deleted.
|
(48)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 26 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-176637), filed on September 27, 2012.
|
(49)
|
Intentionally deleted.
|
(50)
|
Intentionally deleted.
|
(51)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 27 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-176637), filed on October 4, 2012.
|
(52)
|
Intentionally deleted.
|
(53)
|
Intentionally deleted.
|
(54)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 2 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on November 23, 2012.
|
(55)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 3 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on November 29, 2012.
|
(56)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 4 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on December 6, 2012.
|
(57)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 5 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on December 13, 2012.
|
(58)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 6 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on December 20, 2012.
|
(59)
|
Incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed on December 21, 2012.
|
(60)
|
Intentionally deleted.
|
(61)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 8 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on December 28, 2012.
|
(62)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 9 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on January 4, 2013.
|
(63)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 10 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on January 10, 2013.
|
(64)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 11 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on January 17, 2013.
|
(65)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 12 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on January 25, 2013.
|
(66)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 13 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on January 31, 2013.
|
(67)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 14 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on February 7, 2013.
|
(68)
|
Intentionally deleted.
|
(69)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 16 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on February 22, 2013.
|
(70)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 17 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on February 28, 2013.
|
(71)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 18 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on March 7, 2013.
|
(72)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 19 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on March 14, 2013.
|
(73)
|
Incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed on March 15, 2013.
|
(74)
|
Incorporated by reference to Exhibit 4.2 of the Registrant’s Form 8-K filed on March 15, 2013.
|
(75)
|
Intentionally deleted.
|
(76)
|
Intentionally deleted.
|
(77)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 21 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on March 21, 2013.
|
(78)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 22 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on March 28, 2013.
|
(79)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 23 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on April 4, 2013.
|
(80)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 24 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on April 11, 2013.
|
(81)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 25 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on April 18, 2013.
|
(82)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 26 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on April 25, 2013.
|
(83)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 27 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on May 2, 2013.
|
(84)
|
Intentionally deleted.
|
(85)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 29 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on May 9, 2013.
|
(86)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 30 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on May 23, 2013.
|
(87)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 31 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on May 31, 2013.
|
(88)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 32 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on June 6, 2013.
|
(89)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 33 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on June 13, 2013.
|
(90)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 34 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on June 20, 2013.
|
(91)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 35 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on June 27, 2013.
|
(92)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 36 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on July 5, 2013.
|
(93)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 37 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on July 11, 2013.
|
(94)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 38 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on July 18, 2013.
|
(95)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 39 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on July 25, 2013.
|
(96)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 40 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on August 1, 2013.
|
(97)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 41 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on August 8, 2013.
|
(98)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 42 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on August 15, 2013.
|
(99)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 43 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on August 22, 2013.
|
(100)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s pre-effective Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on August 27, 2013.
|
(101)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 45 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333- 183530), filed on September 6, 2013.
|
(102)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 46 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333- 183530), filed on September 12, 2013.
|
(103)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 47 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333- 183530), filed on September 19, 2013.
|
(104)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 48 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333- 183530), filed on September 26, 2013.
|
(105)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 49 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on October 3, 2013.
|
(106)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 50 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on October 10, 2013.
|
(107)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on October 11, 2013.
|
(108)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 1 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on October 15, 2013.
|
(109)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 51 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on October 18, 2013.
|
(110)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 3 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on October 24, 2013.
|
(111)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 4 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on October 31, 2013.
|
(112)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 5 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on November 5, 2013.
|
(113)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 6 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on November 7, 2013.
|
(114)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 7 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on November 15, 2013.
|
(115)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 8 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on November 21, 2013.
|
(116)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 9 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on November 29, 2013.
|
(117)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 10 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on December 5, 2013.
|
(118)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 11 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on December 12, 2013.
|
(119)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 12 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on December 19, 2013.
|
(120)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 13 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on December 27, 2013.
|
(121)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 14 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on January 3, 2014.
|
(122)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 15 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on January 9, 2014.
|
(123)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 16 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on January 16, 2014.
|
(124)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 17 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on January 24, 2014.
|
(125)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 18 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on January 30, 2014.
|
(126)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 19 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on February 6, 2014.
|
(127)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 20 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on February 13, 2014.
|
(128)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 21 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on February 19, 2014.
|
(129)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 22 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on February 21, 2014.
|
(130)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 23 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on February 27, 2014.
|
(131)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 24 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on March 6, 2014.
|
(132)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 25 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on March 11, 2014.
|
(133)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 26 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on March 13, 2014.
|
(134)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 27 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on March 20, 2014.
|
(135)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 28 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on March 27, 2014.
|
(136)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 29 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on April 3, 2014.
|
(137)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 30 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on April 7, 2014.
|
(138)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 31 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on April 10, 2014.
|
(139)
|
Incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed on April 16, 2014.
|
(140)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 32 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on April 17, 2014.
|
(141)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 33 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on April 24, 2014.
|
(142)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 34 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on May 1, 2014.
|
(143)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 35 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on May 8, 2014.
|
(144)
|
Incorporated by reference to Exhibit 10.12 of the Registrant’s Form 10-K filed on August 25, 2014.
|
(145)
|
Incorporated by reference to Exhibit 10.13 of the Registrant’s Form 10-K filed on August 25, 2014.
|
(146)
|
Incorporated by reference to the corresponding exhibit number to the Registrant's pre-effective Registration Statement under the Securities Act, as amended, on Form N-2 (333-198505), filed on September 2, 2014.
|
*
|
To be filed by amendment.
|
Commission registration fee
|
$
|
655,220
|
|
NASDAQ Global Select Additional Listing Fees
|
155,000
|
|
|
Accounting fees and expenses
|
500,000
|
|
|
Legal fees and expenses
|
1,000,000
|
|
|
Printing and engraving
|
500,000
|
|
|
Miscellaneous fees and expenses
|
100,000
|
|
|
Total
|
$
|
2,910,000
|
|
Name of Entity and Place of Jurisdiction
|
|
% of Voting Securities Owned
|
|
ARRM Services, Inc. (Delaware)
|
|
100.0
|
%
|
Arctic Oilfield Equipment USA, Inc. (Delaware)
|
|
100.0
|
%
|
Arctic Energy Services, LLC (Delaware)
|
|
70.0
|
%
|
CP Holdings of Delaware LLC (Delaware)
|
|
100.0
|
%
|
CP Energy Services Inc. (Delaware)
|
|
82.9
|
%
|
CP Well Testing Services Company LLC (Delaware)
|
|
82.9
|
%
|
CP Well Testing, LLC (Delaware)
|
|
82.9
|
%
|
Fluid Management Services, Inc. (Delaware)
|
|
82.9
|
%
|
Fluid Management Services, LLC (Delaware)
|
|
82.9
|
%
|
Artexoma Logistics, LLC (Delaware)
|
|
82.9
|
%
|
ProHaul Transports, LLC (Oklahoma)
|
|
82.9
|
%
|
Wright Foster Disposals, LLC (Delaware)
|
|
82.9
|
%
|
Wright Transport, Inc. (Delaware)
|
|
82.9
|
%
|
Wright Trucking, Inc.
(Delaware)
|
|
82.9
|
%
|
Foster Testing Co., Inc. (Delaware)
|
|
82.9
|
%
|
Watershark, LLC (Oklahoma)
|
|
82.9
|
%
|
Echelon Aviation LLC (Delaware)
|
|
100.0
|
%
|
Echelon Aviation II, LLC (Delaware)
|
|
100.0
|
%
|
Echelon Prime Coöperatief U.A. (Netherlands)
|
|
100.0
|
%
|
Name of Entity and Place of Jurisdiction
|
|
% of Voting Securities Owned
|
|
AerLift Leasing Limited (Isle of Man)
|
|
60.7
|
%
|
AerLift Leasing Jet Limited (Ireland)
|
|
50.0
|
%
|
AerLift Aircraft Leasing Limited (Isle of Man)
|
|
60.7
|
%
|
AerLift Leasing Isle of Man MSN 28415 Limited (Isle of Man)
|
|
60.7
|
%
|
Alpha Fifteenth Waha Lease Limited (Isle of Man)
|
|
60.7
|
%
|
Bravo Fifteenth Waha Lease Limited (Isle of Man)
|
|
60.7
|
%
|
Fourteenth Waha Lease Limited (Isle of Man)
|
|
60.7
|
%
|
Wahaflot Leasing 963 (Bermuda) Limited (Bermuda)
|
|
60.7
|
%
|
Wahaflot Leasing 1 Limited (Cyprus)
|
|
60.7
|
%
|
16TH Waha Lease (Labuan) Limited (Labuan)
|
|
60.7
|
%
|
Waha Lease (Labuan) Limited (Labuan)
|
|
60.7
|
%
|
AerLift Leasing Netherlands B.V. (Netherlands)
|
|
60.7
|
%
|
AerLift Leasing Isle of Man 1 Limited (Isle of Man)
|
|
60.7
|
%
|
AerLift Leasing France MSN 24698 S.a.r.l. (France)
|
|
60.7
|
%
|
Energy Solutions Holdings Inc. (Delaware)
|
|
100.0
|
%
|
Change Clean Energy & Power, LLC (Delaware)
|
|
100.0
|
%
|
Change Clean Energy LLC (Delaware)
|
|
100.0
|
%
|
DownEast Power Company, LLC (Delaware)
|
|
100.0
|
%
|
Biochips, LLC (Maine)
|
|
51.0
|
%
|
Yatesville Coal Company, LLC (Delaware)
|
|
100.0
|
%
|
North Fork Collieries LLC (Delaware)
|
|
100.0
|
%
|
Freedom Marine Services Solutions, LLC (Delaware)
|
|
100.0
|
%
|
Vessel Company, LLC (Louisiana)
|
|
100.0
|
%
|
Vessel Company II, LLC (Delaware)
|
|
100.0
|
%
|
MV Gulf Endeavor L.L.C. (Louisiana)
|
|
100.0
|
%
|
MV Clint L.L.C. (Louisiana)
|
|
100.0
|
%
|
MV JF Jett L.L.C. (Louisiana)
|
|
100.0
|
%
|
Vessel Company III, LLC (Delaware)
|
|
100.0
|
%
|
MV FMS Courage LLC (Louisiana)
|
|
100.0
|
%
|
MV FMS Endurance LLC (Louisiana)
|
|
100.0
|
%
|
First Tower Holdings of Delaware LLC (Delaware)
|
|
100.0
|
%
|
First Tower Finance Company LLC (Mississippi)
|
|
80.1
|
%
|
First Tower, LLC (Mississippi)
|
|
80.1
|
%
|
First Tower Loan, LLC (Louisiana)
|
|
80.1
|
%
|
Gulfco of Louisiana, LLC (Louisiana)
|
|
80.1
|
%
|
Gulfco of Mississippi, LLC (Mississippi)
|
|
80.1
|
%
|
Gulfco of Alabama, LLC (Alabama)
|
|
80.1
|
%
|
Tower Loan of Illinois, LLC (Mississippi)
|
|
80.1
|
%
|
Tower Loan of Mississippi, LLC (Mississippi)
|
|
80.1
|
%
|
Tower Loan of Missouri, LLC (Mississippi)
|
|
80.1
|
%
|
Tower Auto Loan, LLC (Mississippi)
|
|
80.1
|
%
|
American Federated Holding Company (Mississippi)
|
|
80.1
|
%
|
American Federated Insurance Company, Inc. (Mississippi)
|
|
80.1
|
%
|
American Federated Life Insurance Company, Inc. (Mississippi)
|
|
80.1
|
%
|
Harbortouch Holdings of Delaware Inc. (Delaware)
|
|
100.0
|
%
|
Name of Entity and Place of Jurisdiction
|
|
% of Voting Securities Owned
|
|
Harbortouch Payments, LLC (Delaware)
|
|
53.5
|
%
|
Credit Card Processing USA, LLC (New Jersey)
|
|
53.5
|
%
|
Integrated Contract Services, Inc. (Delaware)
|
|
100.0
|
%
|
Manx Energy, Inc. (Delaware)*
|
|
42.0
|
%
|
NMMB Holdings, Inc. (Delaware)
|
|
100.0
|
%
|
NMMB, Inc. (Delaware)
|
|
83.5
|
%
|
refuel agency, Inc. (Delaware)
|
|
83.5
|
%
|
Armed Forces Communications, Inc. (New York)
|
|
83.5
|
%
|
Prospect Capital Funding LLC (Delaware)
|
|
100.0
|
%
|
Prospect Small Business Lending LLC (Delaware)
|
|
100.0
|
%
|
Prospect Yield Corporation, LLC (Delaware)
|
|
100.0
|
%
|
Wolf Energy Holdings Inc. (Delaware)
|
|
100.0
|
%
|
Wolf Energy, LLC (Delaware)
|
|
100.0
|
%
|
Coalbed, LLC (Delaware)
|
|
100.0
|
%
|
Appalachian Energy LLC (Delaware)
|
|
100.0
|
%
|
C & S Operating, LLC (Delaware)
|
|
100.0
|
%
|
The Healing Staff, Inc. (Texas)
|
|
100.0
|
%
|
R-V Industries, Inc. (Pennsylvania)
|
|
88.3
|
%
|
STI Holding, Inc. (Delaware)
|
|
100.0
|
%
|
Borga, Inc. (California)
|
|
100.0
|
%
|
Vets Securing America, Inc. (Delaware)
|
|
100.0
|
%
|
APH Property Holdings, LLC (Delaware)
|
|
100.0
|
%
|
American Property REIT Corp. (Maryland)
|
|
100.0
|
%
|
APH Guarantor, LLC (Delaware)
|
|
100.0
|
%
|
1557 Terrell Mill Road, LLC (Delaware)
|
|
92.6
|
%
|
5100 Live Oaks Blvd, LLC (Delaware)
|
|
97.7
|
%
|
APH Carroll Resort, LLC (Delaware)
|
|
95.0
|
%
|
ARIUM Resort, LLC (Delaware)
|
|
95.0
|
%
|
Arlington Park Marietta, LLC (Delaware)
|
|
93.3
|
%
|
Lofton Place, LLC (Delaware)
|
|
93.2
|
%
|
Vista Palma Sola, LLC (Delaware)
|
|
93.2
|
%
|
APH Gulf Coast Holdings, LLC (Delaware)
|
|
99.3
|
%
|
NPH Property Holdings, LLC (Delaware)
|
|
100.0
|
%
|
NPH Property Holdings II, LLC (Delaware)
|
|
100.0
|
%
|
American Consumer Lending Limited (Cayman Islands)
|
|
100.0
|
%
|
American Consumer Lending, LLC (Delaware)
|
|
100.0
|
%
|
National Property REIT Corp. (Maryland)
|
|
100.0
|
%
|
American Consumer Lending III, LLC (Delaware)
|
|
100.0
|
%
|
NPH Guarantor, LLC (Delaware)
|
|
100.0
|
%
|
ACL Loan Holdings, Inc. (Delaware)
|
|
100.0
|
%
|
ACL Loan Company, Inc. (Delaware)
|
|
100.0
|
%
|
ACL Loan Company III, Inc. (Delaware)
|
|
100.0
|
%
|
ACL Consumer Loan Trust (Delaware)
|
|
100.0
|
%
|
ACL Consumer Loan Trust III (Delaware)
|
|
100.0
|
%
|
APH Carroll 41, LLC (Delaware)
|
|
94.0
|
%
|
Name of Entity and Place of Jurisdiction
|
|
% of Voting Securities Owned
|
|
APH Carroll Bartram Park, LLC (Delaware)
|
|
93.0
|
%
|
NPH Carroll Atlantic Beach, LLC (Delaware)
|
|
93.0
|
%
|
NPH McDowell, LLC (Delaware)
|
|
90.0
|
%
|
Matthews Reserve II, LLC (Delaware)
|
|
90.0
|
%
|
City West Apartments II, LLC (Delaware)
|
|
90.0
|
%
|
Mission Gate II, LLC (Delaware)
|
|
90.0
|
%
|
Vinings Corner II, LLC (Delaware)
|
|
90.0
|
%
|
Uptown Park Apartments II, LLC (Delaware)
|
|
90.0
|
%
|
St. Marin Apartments II, LLC (Delaware)
|
|
90.0
|
%
|
UPH Property Holdings, LLC (Delaware)
|
|
100.0
|
%
|
United Property REIT Corp. (Maryland)
|
|
100.0
|
%
|
Canterbury Green Apartments, LLC (Delaware)
|
|
92.5
|
%
|
Canterbury Green Apartments TRS, LLC (Delaware)
|
|
92.5
|
%
|
Columbus OH Apartments HoldCo, LLC (Delaware)
|
|
65.4
|
%
|
Abbie Lakes OH Partners, LLC (Delaware)
|
|
65.4
|
%
|
Kengary Way OH Partners, LLC (Delaware)
|
|
65.4
|
%
|
Jefferson Chase OH Partners, LLC (Delaware)
|
|
65.4
|
%
|
Lakepoint OH Partners, LLC (Delaware)
|
|
65.4
|
%
|
Heatherbridge OH Partners, LLC (Delaware)
|
|
65.4
|
%
|
Sunbury OH Partners, LLC (Delaware)
|
|
65.4
|
%
|
Lakeview Trail OH Partners, LLC (Delaware)
|
|
65.4
|
%
|
Goldenstrand OH Partners, LLC (Delaware)
|
|
65.4
|
%
|
Michigan Storage, LLC (Delaware)
|
|
85.0
|
%
|
Michigan Storage TRS LLC (Delaware)
|
|
85.0
|
%
|
Ford Road Self Storage, LLC (Delaware)
|
|
85.0
|
%
|
Ball Avenue Self Storage, LLC (Delaware)
|
|
85.0
|
%
|
23 Mile Road Self Storage, LLC (Delaware)
|
|
85.0
|
%
|
36th Street Self Storage, LLC (Delaware)
|
|
85.0
|
%
|
Ann Arbor Kalamazoo Self Storage, LLC (Delaware)
|
|
85.0
|
%
|
Waldon Road Self Storage, LLC (Delaware)
|
|
85.0
|
%
|
Jolly Road Self Storage, LLC (Delaware)
|
|
85.0
|
%
|
Haggerty Road Self Storage, LLC (Delaware)
|
|
85.0
|
%
|
Eaton Rapids Road Self Storage, LLC (Delaware)
|
|
85.0
|
%
|
Tyler Road Self Storage, LLC (Delaware)
|
|
85.0
|
%
|
South Atlanta Portfolio Holding Company, LLC (Delaware)
|
|
92.6
|
%
|
South Atlanta Eastwood Village LLC (Georgia)
|
|
92.6
|
%
|
South Atlanta Monterey Village LLC (Georgia)
|
|
92.6
|
%
|
South Atlanta Hidden Creek LLC (Georgia)
|
|
92.6
|
%
|
South Atlanta Meadow Springs LLC (Georgia)
|
|
92.6
|
%
|
South Atlanta Meadow View LLC (Georgia)
|
|
92.6
|
%
|
South Atlanta Peachtree Landing LLC (Georgia)
|
|
92.6
|
%
|
AWC, LLC (Delaware)
|
|
100.0
|
%
|
CCPI Holdings, Inc. (Delaware)
|
|
100.0
|
%
|
CCPI Inc. (Delaware)
|
|
94.9
|
%
|
CCPI Europe Limited (England)
|
|
94.9
|
%
|
Name of Entity and Place of Jurisdiction
|
|
% of Voting Securities Owned
|
|
Mefec B.V. (Netherlands)
|
|
94.9
|
%
|
Credit Central Holdings of Delaware, LLC (Delaware)
|
|
100.0
|
%
|
Credit Central Loan Company, LLC (South Carolina)
|
|
74.8
|
%
|
Credit Central, LLC (South Carolina)
|
|
74.8
|
%
|
Credit Central South, LLC (South Carolina)
|
|
74.8
|
%
|
Credit Central of Tennessee, LLC (South Carolina)
|
|
74.8
|
%
|
Credit Central of Texas, LLC (South Carolina)
|
|
74.8
|
%
|
MITY Holdings of Delaware Inc. (Delaware)
|
|
100.0
|
%
|
MITY, Inc. (Utah)
|
|
94.9
|
%
|
MITY-LITE, Inc. (Utah)
|
|
94.9
|
%
|
Broda Enterprises ULC (British Columbia, Canada)
|
|
94.9
|
%
|
Broda USA, Inc. (Utah)
|
|
94.9
|
%
|
Nationwide Acceptance Holdings LLC (Delaware)
|
|
100.0
|
%
|
Nationwide Acceptance LLC (Delaware)
|
|
93.8
|
%
|
Hercules Insurance Agency LLC (Illinois)
|
|
93.8
|
%
|
Nationwide CAC LLC (Illinois)
|
|
93.8
|
%
|
Nationwide Cassel LLC (Illinois)
|
|
93.8
|
%
|
Nationwide Installment Services LLC (Illinois)
|
|
93.8
|
%
|
Nationwide Loans LLC (Illinois)
|
|
93.8
|
%
|
Nationwide Nevada LLC (Illinois)
|
|
93.8
|
%
|
Nationwide Northwest LLC (Illinois)
|
|
93.8
|
%
|
Nationwide Southeast LLC (Illinois)
|
|
93.8
|
%
|
Nationwide West LLC (Illinois)
|
|
93.8
|
%
|
NIKO Credit Services LLC (Illinois)
|
|
93.8
|
%
|
Valley Electric Holdings I, Inc. (Delaware)
|
|
100.0
|
%
|
Valley Electric Holdings II, Inc. (Delaware)
|
|
100.0
|
%
|
Valley Electric Company, Inc. (Delaware)
|
|
94.9
|
%
|
VE Company, Inc (Delaware)
|
|
94.9
|
%
|
Valley Electric Co. of Mt. Vernon, Inc. (Washington)
|
|
94.9
|
%
|
Watershed Acquisition LP (Delaware)
|
|
100.0
|
%
|
Watershed GP LLC (Delaware)
|
|
100.0
|
%
|
Nicholas Financial LLC (Delaware)
|
|
100.0
|
%
|
0988007 BC Unlimited Liability Company (British Columbia, Canada)
|
|
100.0
|
%
|
*
|
The Registrant has the right to vote a controlling interest of the voting securities of Manx Energy, Inc. pursuant to proxies.
|
Name
|
|
Jurisdiction of Organization
|
Prospect Street Ventures I, LLC
|
|
Delaware
|
Prospect Management Group LLC
|
|
Delaware
|
Prospect Street Broadband LLC
|
|
Delaware
|
Prospect Street Energy LLC
|
|
Delaware
|
Prospect Administration LLC
|
|
Delaware
|
Prospect Capital Fund Management LLC
|
|
Delaware
|
Priority Senior Secured Income Management, LLC
|
|
Delaware
|
Pathway Energy Infrastructure Management, LLC
|
|
Delaware
|
Prospect Street Co-Investment Fund, LLC
|
|
Delaware
|
Prospect Capital Investment Management, LLC
|
|
Delaware
|
Prospect Street Connecticut Capital, Inc.
|
|
Massachusetts
|
Title of Class
|
|
Number of Record Holders
|
Common Stock, par value $.001 per share
|
|
125
|
(1)
|
the Registrant, Prospect Capital Corporation, 10 East 40th Street, 42nd Floor, New York, NY 10016;
|
(2)
|
the Transfer Agent, American Stock Transfer & Trust Company;
|
(3)
|
the Custodians, U.S. Bank National Association, Israeli Discount Bank of New York Ltd. and Fifth Third Bank; and
|
(4)
|
the Adviser, Prospect Capital Management LLC, 10 East 40th Street, 42nd Floor, New York, NY 10016.
|
1.
|
The Registrant undertakes to suspend the offering of shares until the prospectus is amended if (1) subsequent to the effective date of its registration statement, the net asset value declines more than ten percent from its net asset value as of the effective date of the registration statement; or (2) the net asset value increases to an amount greater than the net proceeds as stated in the prospectus.
|
2.
|
The Registrant undertakes if the securities being registered are to be offered to existing stockholders pursuant to warrants or rights, and any securities not taken by stockholders are to be reoffered to the public, to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by underwriters during the subscription period, the amount of unsubscribed securities to be purchased by underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters of the securities being registered is to be made on terms differing from those set forth on the cover page of the prospectus, we will file a post-effective amendment to set forth the terms of such offering.
|
3.
|
The Registrant undertakes:
|
a.
|
to file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement:
|
(1)
|
to include any prospectus required by Section 10(a)(3) of the 1933 Act;
|
(2)
|
to reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and
|
(3)
|
to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
|
b.
|
that, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof;
|
c.
|
to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;
|
d.
|
that, for the purpose of determining liability under the 1933 Act to any purchaser, each prospectus filed pursuant to Rule 497(b), (c), (d) or (e) under the 1933 Act as part of a registration statement relating to an offering, other than prospectuses filed in reliance on Rule 430A under the 1933 Act, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use; and
|
e.
|
that, for the purpose of determining liability of the Registrant under the 1933 Act to any purchaser in the initial distribution of securities: The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser: (1) any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 497 under the 1933 Act; (2) the portion of any advertisement pursuant to Rule 482 under the 1933 Act relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and (3) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
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PROSPECT CAPITAL CORPORATION
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By:
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/s/ JOHN F. BARRY III
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John F. Barry III
Chief Executive Officer and Chairman of the Board of Directors
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Signature
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Title
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/s/ JOHN F. BARRY III
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Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)
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John F. Barry III
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/s/ M. GRIER ELIASEK
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Chief Operating Officer and Director
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M. Grier Eliasek
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/s/ BRIAN H. OSWALD
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Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer)
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Brian H. Oswald
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/s/ WILLIAM J. GREMP*
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Director
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William J. Gremp
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/s/ ANDREW C. COOPER*
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Director
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Andrew C. Cooper
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/s/ EUGENE S. STARK*
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Director
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Eugene S. Stark
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*By:
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/s/ M. GRIER ELIASEK
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M. Grier Eliasek,
as Attorney-in-Fact
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Exhibit No.
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Description
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(j)(1)
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Amended and Restated Custody Agreement, dated as of September 23, 2014, by and between the Registrant and U.S. Bank National Association
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(j)(6)
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Custody Agreement, dated as of October 10, 2014, by and between Prospect Yield Corporation, LLC and U.S. Bank National Association
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(n)(1)
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Consent of independent registered public accounting firm
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1.
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DEFINITIONS
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1.1
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Defined Terms
. In addition to terms expressly defined elsewhere herein, the following words shall have the following meanings as used in this Agreement:
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1.2
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Construction
. In this Agreement unless the contrary intention appears:
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(a)
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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;
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(b)
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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;
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(c)
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any term defined in the singular form may be used in, and shall include, the plural with the same meaning, and vice versa;
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(d)
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a reference to a Person includes a reference to the Person’s executors, successors and permitted assigns;
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(e)
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an agreement, representation or warranty in favor of two or more Persons is for the benefit of them jointly and severally;
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(f)
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an agreement, representation or warranty on the part of two or more Persons binds them jointly and severally;
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(g)
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a reference to the term “including” means “including, without limitation,” and
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(h)
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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.
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1.3
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Headings
. Headings are inserted for convenience and do not affect the interpretation of this Agreement.
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2.
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APPOINTMENT OF CUSTODIAN
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2.1
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Appointment and Acceptance
. The Company hereby appoints the Custodian as custodian of certain Securities and cash owned by the Company and delivered to the Custodian by the Company from time to time during the period of this Agreement, on the terms and conditions set forth in this Agreement (which shall include any addendum hereto which is hereby incorporated herein and made a part of this Agreement), and the Custodian hereby accepts such appointment and agrees to perform the services and duties set forth in this Agreement with respect to it, subject to and in accordance with the provisions hereof. All Required Documents and Securities in certificated form shall be maintained and held on behalf of the Company by the Custodian in its vaults in accordance with customary standards for such custody.
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2.2
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Instructions
. The Company agrees that it shall from time to time provide, or cause to be provided, to the Custodian all necessary instructions and information, and shall respond promptly to all inquiries and requests of the Custodian, as may reasonably be necessary to enable the Custodian to perform its duties hereunder.
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2.3
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Company Responsible For Directions
. The Company is solely responsible for directing the Custodian with respect to deposits to, withdrawals from and transfers to or from the Account. Without limiting the generality of the foregoing, the Custodian has no responsibility for the Company’s compliance with the 1940 Act, any restrictions, covenants, limitations or obligations to which the Company may be subject or for which it may have obligations to third-parties in respect of the Account, and the Custodian shall have no liability for the application of any funds made at the direction of the Company. The Company shall be solely responsible for properly instructing all applicable payors to make all appropriate payments to the Custodian for deposit to the Account, and for properly instructing the Custodian with respect to the allocation or application of all such deposits.
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3.
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DUTIES OF CUSTODIAN
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3.1
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Segregation
. All Securities and non-cash property held by the Custodian, as applicable, for the account of the Company (other than Securities maintained in a Securities Depository or Securities System) shall be physically segregated from other Securities and non-cash property in the possession of the Custodian and shall be identified as subject to this Agreement.
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3.2
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Securities Custody Account
. The Custodian shall open and maintain in its trust department a segregated trust account in the name of the Company, subject only to order of the Custodian, in which the Custodian shall enter and carry, subject to Section 3.3(b), all Securities (other than Uncertificated Securities) and other investment Uncertificated Securities of the Company which are delivered to it in accordance with this Agreement. For avoidance of doubt, the Custodian shall not be required to credit or deposit Uncertificated Securities in the Securities Account but shall instead maintain a register (in book-entry form or in such other form as it shall deem necessary or desirable) of such Uncertificated Securities, containing such information as the Company and the Custodian may reasonably agree; provided that, with respect to such Uncertificated Securities, all Required Documents shall be held in safekeeping by the Document Custodian, individually segregated from the securities and investments of any other person and marked so as to clearly identify them as the property of the Company in a manner consistent with Rule 17f-1 under the 1940 Act and as set forth in this Agreement.
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3.3
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Delivery of Cash and Securities to Custodian
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(a)
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The Company shall deliver, or cause to be delivered, to the Custodian all of the Company’s Securities, cash and other investment assets, including (a) all payments of income, payments of principal and capital distributions received by the Company with respect to such Securities, cash or other assets owned by the Company at any time during the period of this Agreement, and (b) all cash received by the Company for the issuance, at any time during such period, of securities or in connection with a borrowing by the Company, except as otherwise permitted by the 1940 Act. 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
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(b)
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(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 |
3.4
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Release of Securities
.
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(a)
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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:
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(i)
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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:
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(A)
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in accordance with the customary or established practices and procedures in the jurisdiction or market where the transactions occur, including delivery to the purchaser thereof or to a dealer therefor (or an agent of such purchaser or dealer) against expectation of receiving later payment; or
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(B)
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in the case of a sale effected through a Securities System, in accordance with the rules governing the operations of the Securities System;
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(ii)
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upon the receipt of payment in connection with any repurchase agreement related to such Securities;
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(iii)
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to a depositary agent in connection with tender or other similar offers for such Securities;
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(iv)
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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);
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(v)
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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;
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(vi)
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to brokers, clearing banks or other clearing agents for examination in accordance with the Street Delivery Custom;
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(vii)
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for exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the
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(viii)
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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
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(ix)
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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 the Authorized Person providing the Proper Instructions) stating (i) the specified securities to be delivered, (ii) the purpose for such delivery, (iii) that such purpose is a proper corporate purpose and (iv) naming the person or persons to whom delivery of such Securities shall be made, and attaching a certified copy of a resolution of the board of directors of the Company or an authorized committee thereof approving the delivery of such Proper Instructions.
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3.5
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Registration of Securities
. Securities held by the Custodian, its agents or its sub-custodian (other than bearer securities, securities held in a Securities System or Securities that are Uncertificated Securities or Participations) shall be registered in the name of the Company or its nominee; or, at the option of the Custodian (if the Custodian determines it cannot hold such security in the name of the Company), in the name of the Custodian or in the name of any nominee of the Custodian, or in the name of its agents or its sub-custodian or their nominees; or, if directed by the Company by Proper Instruction, may be maintained in Street Name. The Custodian, its agents and its sub-custodian shall not be obliged to accept Securities on behalf of the Company under the terms of this Agreement unless such Securities are in Street Name or other good deliverable form.
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3.6
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Bank Accounts, and Management of Cash
.
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(a)
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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.
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(b)
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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 an Authorized Person 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
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(c)
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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.
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(d)
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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.
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3.7
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Foreign Exchange
.
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(a)
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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.
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(b)
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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 for which they shall not be required to account to the Company.
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3.8
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Collection of Income
. The Custodian, its agents or its sub-custodian shall use reasonable efforts to collect on a timely basis all income and other payments with respect to the Securities held hereunder to which the Company shall be entitled, to the extent consistent with usual custom in the securities custodian business in the United States. Such efforts shall include collection of interest income, dividends and other payments with respect to registered domestic securities if, on the record date with respect to the date of payment by the issuer, the Security is registered in the name of the Custodian or its nominee (or in the name of its agent or sub-custodian, or their nominees); and interest income, dividends and other payments with respect to bearer domestic securities if, on the date of payment by the issuer, such Securities are held by the Custodian or its sub-custodian or agent; provided, however, that in the case of Securities held in Street Name, the Custodian shall use commercially reasonable efforts only to timely collect income. In no event shall the
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3.9
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Payment of Moneys
. Upon receipt of Proper Instructions, which may be standing instructions, the Custodian shall pay out from the Cash Account (or remit to its agents or its sub-custodian, and direct them to pay out) moneys of the Company on deposit therein in the following cases:
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(a)
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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:
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(i)
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in accordance with the customary or established practices and procedures in the jurisdiction or market where the transactions occur, including delivering money to the seller thereof or to a dealer therefor (or any agent for such seller or dealer) against expectation of receiving later delivery of such securities; or
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(ii)
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in the case of a purchase effected through a Securities System, in accordance with the rules governing the operation of such Securities System;
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(b)
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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 3.8 above;
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(c)
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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
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(d)
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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.
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3.10
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Proxies
. The Custodian will, with respect to the Securities held hereunder, use reasonable efforts to cause to be promptly executed by the registered holder of such Securities proxies received by the Custodian from its agents or its sub-custodian or from issuers of the Securities being held for the Company, without indication of the manner in which such proxies are to be voted, and upon receipt of Proper Instructions shall promptly deliver to the applicable issuer such proxies relating to such Securities. In the absence of such Proper Instructions, or in the event that such Proper Instructions are not received in a timely fashion, except to the extent otherwise expressly provided herein, the Custodian shall be under no duty to act with regard to such proxies. Notwithstanding the above, neither Custodian nor any nominee of Custodian shall vote any of the Securities held hereunder by or for the account of the Company, except in accordance with Proper Instructions.
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3.11
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Communications Relating to Securities
. The Custodian shall transmit promptly to the Company all written information (including proxies, proxy soliciting materials, notices, pendency of calls and maturities of Securities and expirations of rights in connection therewith) received by the Custodian, from its agents or its sub-custodian or from issuers of the Securities being held for the Company. The Custodian shall have no obligation or duty to exercise any right or power, or otherwise to preserve rights, in or under any Securities unless and except to the extent it has received timely Proper Instruction from the Company in accordance with the next sentence. The Custodian will not be liable for any untimely exercise of any right or power in connection with Securities at any time held by the Custodian, its agents or sub-custodian unless:
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(i)
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the Custodian has received Proper Instructions with regard to the exercise of any such right or power; and
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(ii)
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the Custodian, or its agents or sub-custodian are in actual possession of such Securities,
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3.12
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Records
. The Custodian shall create and maintain complete and accurate records relating to its activities under this Agreement with respect to the Securities, cash or other property held for the Company under this Agreement, with particular attention to Section 31 of the 1940 Act, and Rules 31a-1 and 31a-2 thereunder. To the extent that the Custodian, in its sole opinion, is able to do so, the Custodian shall provide assistance to the Company (at the Company’s reasonable request made from time to time) by providing sub-certifications regarding certain of its services performed hereunder to the Company in connection with the Company’s certification requirements pursuant to the Sarbanes-Oxley Act of 2002, as amended. All such records shall be the property of the Company and shall at all times during the regular business hours of the Custodian be open for inspection by duly authorized officers, employees or agents of the Company (including its independent public accountants) and employees and agents of the Securities and Exchange Commission, upon reasonable request and prior notice and at the Company’s expense. The Custodian shall, at the Company’s request, supply the Company with a tabulation of Securities owned by the Company and held by the Custodian and shall, when requested to do so by the Company and for such compensation as shall be agreed upon between the Company and the Custodian, include, to the extent applicable, the certificate numbers in such tabulations, to the extent such information is available to the Custodian.
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4.
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REPORTING
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(a)
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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.
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(b)
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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.
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(c)
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The Custodian shall have no duty or obligation to undertake any market valuation of the Securities under any circumstance.
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(d)
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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 or any Foreign Sub-custodian appointed pursuant to Section 6.1 and (ii) the financial strength of the Custodian or any Foreign Sub-custodian appointed pursuant to Section 6.1.
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5.
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DEPOSIT IN U.S. SECURITIES SYSTEMS
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(c)
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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;
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(d)
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The records of the Custodian with respect to Securities which are maintained in a U.S. Securities System shall identify by book-entry those Securities belonging to the Company;
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(e)
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The Custodian shall provide to the Company copies of all notices received from a U.S. Securities System of transfers of Securities for the account of the Company; and
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(f)
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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).
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6.
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SECURITIES HELD OUTSIDE OF THE UNITED STATES
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6.1
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Appointment of Foreign Sub-custodian
. The Company hereby authorizes and instructs the Custodian in its sole discretion to employ one or more Foreign Sub-custodians to act as Eligible Securities Depositories or as sub-custodian to hold the Securities and other assets of the Company maintained outside the United States, subject to the Company’s approval in accordance with this Section. If the Custodian wishes to appoint a Foreign Sub-custodian to hold property of the Company subject to this Agreement, it will so notify the Company and provide it with information reasonably necessary to determine any such new Foreign Sub-custodian’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Foreign Sub-custodian. The Company shall at the meeting of its board of directors next following receipt of such notice and information give a written approval or disapproval of the proposed action.
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6.2
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Assets to be Held
. The Custodian shall limit the Securities and other assets maintained in the custody of the Foreign Sub-custodian to: (a) Foreign Securities and (b) cash and cash equivalents in such amounts as the Company (through Proper Instructions) may determine to be reasonably necessary to effect the Company’s transactions in such investments.
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6.3
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Omnibus Accounts
. The Custodian may hold Foreign Securities and related Proceeds with one or more Foreign Sub-custodians or Eligible Securities Depositories in each case in a single account with such Sub-custodian or Securities Depository that is identified as belonging to the Custodian for the benefit of its customers; provided however, that the records of the Custodian with respect to Securities and related Proceeds which are property of the Company maintained in such account(s) shall identify by book-entry those Securities and other property as belonging to the Company
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6.4
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Reports Concerning Foreign Sub-custodian
. The Custodian will supply to the Company, upon request from time to time, statements in respect of the Securities held by Foreign Sub-custodians or Eligible Securities Depositories, including an identification of the Foreign Sub-custodians and Eligible Securities Depositories having physical possession of the Foreign Securities.
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6.5
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Transactions in Foreign Custody Account
. Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Securities received by a Foreign Intermediary for the account of the Company may be effected in accordance with the customary established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including delivering securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser
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6.6
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Foreign Sub-custodian
. Each contract or agreement pursuant to which the Custodian employs a Foreign Sub-custodian shall include provisions that provide: (i) for indemnification or insurance arrangements (or any combination of the foregoing) such that the Company will be adequately protected against the risk of loss of assets held in accordance with such contract; (ii) that the Company’s assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the Sub-custodian or its creditors (except a claim of payment for their safe custody or administration) or, in the case of cash deposits, liens or rights in favor of creditors of the Sub-custodian arising under bankruptcy, insolvency, or similar laws; (iii) that beneficial ownership for the Company’s assets will be freely transferable without the payment of money or value other than for safe custody or administration; (iv) that adequate records will be maintained identifying the assets as belonging to the Company or as being held by a third party for the benefit of the Company; (v) that the Company’s independent public accountants will be given access to those records or confirmation of the contents of those records; and (vi) that the Company will receive periodic reports with respect to the safekeeping of the Company’s assets, including notification of any transfer to or from a Company’s account or a third party account containing assets held for the benefit of the Company. Such contract may contain, in lieu of any or all of the provisions specified above, such other provisions that the Custodian determines will provide, in their entirety, the same or a greater level of care and protection for Company assets as the specified provisions, in their entirety.
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6.7
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Custodian’s Responsibility for Foreign Sub-custodian
.
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(a)
|
With respect to its responsibilities under this Section 6, the Custodian agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Company would exercise. The Custodian further agrees that the Foreign Securities will be subject to reasonable care, based on the standards applicable to the Custodian in the relevant market, if maintained with each Foreign Sub-custodian, after considering all factors relevant to the safekeeping of such assets, including: (i) the Foreign Sub-custodian’s practices, procedures, and internal controls, including the physical protections available for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Foreign Sub-custodian has the requisite financial strength to provide reasonable care for Company assets; (iii) the Foreign Sub-custodian’s general reputation and standing and, in the case of Eligible Securities Depository, the Eligible Securities Depository’s operating history and number of participants; and (iv) whether the Company will have jurisdiction over and be able to enforce judgments against the Foreign Sub-custodian, such as by virtue of the existence of any offices of the Foreign Sub-custodian in the United States or the Sub-custodian’s consent to service of process in the United States.
|
(b)
|
At the end of each calendar quarter or at such other times as the Company’s board of directors deems reasonable and appropriate based on the circumstances of the Company’s foreign custody arrangements, the Custodian shall provide written reports notifying the board of directors of the Company as to of the placement of the Foreign Securities and cash of the Company with a particular Foreign Sub-custodian and of any material changes in the Company’s foreign custody arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Company from any Foreign Sub-custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act.
|
(c)
|
The Custodian shall establish a system to monitor the appropriateness of maintaining the Company’s assets with a particular Foreign Sub-custodian and the performance of the contract governing the Company’s arrangements with such Foreign Sub-custodian. To the extent the Custodian holds Foreign Securities and related Proceeds with one or more Eligible Securities Depositories, the Custodian shall provide the Company with an analysis of the custody risks associated with maintaining assets with such Eligible Securities Depository and shall monitor such custody risks on a continuing basis and promptly notify the Company of any material change in these risks. The Custodian agrees to exercise reasonable care, prudence and diligence in performing its obligations under this clause (c). If the Custodian determines that a custody arrangement with an Eligible Securities Depository no longer meets the requirements of this Section, the Company's Foreign Securities must be withdrawn from such depository as soon as reasonably practicable.
|
(d)
|
The Custodian’s responsibility with respect to the selection or appointment of a Foreign Sub-custodian shall be limited to a duty to exercise reasonable care in the selection or retention of such Foreign Intermediaries in light of prevailing settlement and securities handling practices, procedures and controls in the relevant market. With respect to any costs, expenses, damages, liabilities, or claims (including attorneys’ and accountants’ fees) incurred as a result of the acts or the failure to act by any Foreign Sub-custodian, the Custodian shall take reasonable action to recover such costs, expenses, damages, liabilities, or claims from such Foreign Sub-custodian; provided that the Custodian’s sole liability in that regard shall be limited to amounts actually received by it from such Foreign Intermediaries (exclusive of related costs and expenses incurred by the Custodian). The Custodian shall have no responsibility for any act or omission (or the insolvency of) any Securities System (including an Eligible Securities Depository). In the event the Company incurs a loss due to the negligence, willful misconduct, or insolvency of a Securities System (including an Eligible Securities Depository), the Custodian shall make reasonable endeavors, in its discretion, to seek recovery from the Eligible Securities Depository.
|
7.
|
CERTAIN GENERAL TERMS
|
7.1
|
No Duty to Examine Underlying Instruments
. Nothing herein shall obligate the Custodian to review or examine the terms of any underlying limited liability company agreement, stock or share certificate, share registrar, instrument, subscription agreement, limited partnership agreement or other similar agreement or document evidencing or governing any Security to determine the validity, sufficiency, marketability or enforceability of any Security (and shall have no responsibility for the genuineness or completeness thereof), or otherwise.
|
7.2
|
Resolution of Discrepancies
. In the event of any discrepancy between the information set forth in any report provided by the Custodian to the Company and any information contained in the books or records of the Company, the Company shall promptly notify the Custodian thereof and the parties shall cooperate to diligently resolve the discrepancy.
|
7.3
|
Improper Instructions
. Notwithstanding anything herein to the contrary, the Custodian shall not be obligated to take any action (or forebear from taking any action), which it reasonably determines to be contrary to the terms of this Agreement or applicable law. In no instance shall the Custodian be obligated to provide services on any day that is not a Business Day.
|
7.4
|
Proper Instructions
.
|
(a)
|
The Company will give a notice to the Custodian, in form acceptable to the Custodian, specifying the names and specimen signatures of persons authorized to give Proper Instructions (collectively, “
Authorized Persons
” and each is an “
Authorized Person
”), which notice shall be signed by any two 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 an Authorized Person of the Company to the contrary. The initial Authorized Persons are set forth on
Schedule B
attached hereto and made a part hereof (as such
Schedule B
may be modified from time to time by written notice from the Company to the Custodian); and the Company hereby represents and warrants that the true and accurate specimen signatures of such initial Authorized Persons are set forth on
Schedule B
.
|
(b)
|
Notwithstanding anything in this Agreement to the contrary, upon receipt of Proper Instructions to transmit any wire delivered by email purportedly sent by any staff member identified on Schedule B-1 attached hereto and made a part hereof (which members shall be “Authorized Persons” for purposes of emailing
wire instructions), which Schedule B-1 may be modified from time to time by written notice from an Authorized Person, the Custodian shall (1) send an email to PACCT@prospectstreet.com requesting a member of the Company’s internal accounting staff who did not transmit the Proper Instructions confirm the accuracy of the Proper Instructions, and (2) transmit the wire in question upon receipt of such confirmatory email. Members of the Company’s internal accounting staff authorized to confirm by email the accuracy of any such Proper Instructions shall
|
(c)
|
The Custodian shall have no responsibility or liability to the Company (or any other person or entity), and shall be indemnified and held harmless by the Company, in the event that a subsequent written confirmation of an oral instruction fails to conform to the oral instructions received by the Custodian. The Custodian shall not have an obligation to act in accordance with purported instructions to the extent that they conflict with applicable law or regulations, local market practice or the Custodian’s operating policies and practices. The Custodian shall not be liable for any loss resulting from a delay while it obtains clarification of any Proper Instructions.
|
7.5
|
Actions Permitted Without Express Authority
. The Custodian may, at its discretion, without express authority from the Company:
|
(e)
|
surrender Securities in temporary form for Securities in definitive form;
|
(f)
|
endorse for collection cheques, drafts and other negotiable instruments; and
|
(g)
|
in general attend to all nondiscretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the securities and property of the Company.
|
7.6
|
Evidence of Authority
. The Custodian shall be protected in acting upon any instructions, notice, request, consent, certificate, instrument or paper reasonably believed by it to be genuine and to have been properly executed or otherwise given by or on behalf of the Company by an Authorized Person. The Custodian may receive and accept a certificate signed by any Authorized Person as conclusive evidence of:
|
(e)
|
the authority of any person to act in accordance with such certificate; or
|
(f)
|
any determination or action by the Company as described in such certificate,
|
7.7
|
Receipt of Communications
. Any communication received by the Custodian on a day which is not a Business Day or after 3:30 p.m., Eastern time (or such other time as is agreed by the Company and the Custodian from time to time), on a Business Day will be deemed to have been received on the next Business Day (but in the case of communications so received after 3:30 p.m., Eastern time, on a Business Day the Custodian will use its best efforts to process such communications as soon as possible after receipt).
|
8.
|
COMPENSATION OF CUSTODIAN
|
8.1
|
Fees
. The Custodian shall be entitled to compensation for its services as set forth in
Schedule D
.
|
8.2
|
Expenses
. The Company agrees to pay or reimburse to the Custodian upon its request from time to time all costs, disbursements, advances, and expenses (including reasonable fees and expenses of legal counsel) incurred, and any disbursements and advances made (including any Account overdraft resulting from any settlement or assumed settlement, provisional credit, chargeback, returned deposit item, reclaimed payment or claw-back, or the like), in connection with the preparation or execution of this Agreement, or in connection with the transactions contemplated hereby or the administration of this Agreement or performance by the Custodian of its duties and services under this Agreement, from time to time (including costs and expenses of any action deemed necessary by the Custodian to collect any amounts owing to it under this Agreement).
|
9.
|
RESPONSIBILITY OF CUSTODIAN
|
9.1
|
General Duties
. The Custodian shall have no duties, obligations or responsibilities under this Agreement or with respect to the Securities or Proceeds except for such duties as are expressly and specifically set forth in this Agreement, and the duties and obligations of the Custodian shall be determined solely by the express provisions of this Agreement. No implied duties, obligations or responsibilities shall be read into this Agreement against, or on the part of, the Custodian.
|
9.2
|
Instructions
.
|
(d)
|
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.
|
(e)
|
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.
|
9.3
|
General Standards of Care
. Notwithstanding any terms herein contained to the contrary, the acceptance by the Custodian of its appointment hereunder is expressly subject to the following terms, which shall govern and apply to each of the terms and provisions of this Agreement (whether or not so stated therein):
|
(h)
|
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 an Authorized Person); 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 shall examine the same to determine whether it substantially conforms on its face to such requirements hereof.
|
(i)
|
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.
|
(j)
|
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.
|
(k)
|
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; the reasonable cost of such services shall be reimbursed pursuant to Section 8.2 above.
|
(l)
|
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
|
(m)
|
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.
|
(n)
|
The permissive right of the Custodian to take any action hereunder shall not be construed as a duty.
|
(o)
|
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.
|
(p)
|
All indemnifications contained in this Agreement in favor of the Custodian shall survive the termination of this Agreement.
|
9.4
|
Indemnification; Custodian’s Lien
.
|
(g)
|
The Company shall and does hereby indemnify and hold harmless each of the Custodian, and any Foreign Sub-custodian appointed pursuant to Section 6.1 above, 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.
|
(h)
|
If the Company requires the Custodian, its affiliates, subsidiaries or agents, to advance cash or securities for any purpose (including but not limited to securities settlements, foreign exchange contracts and assumed settlement) or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges,
|
9.5
|
Force Majeure
. Without prejudice to the generality of the foregoing, the Custodian shall be without liability to the Company for any damage or loss resulting from or caused by events or circumstances beyond the Custodian’s reasonable control, including nationalization, expropriation, currency restrictions, the interruption, disruption or suspension of the normal procedures and practices of any securities market, power, mechanical, communications or other technological failures or interruptions, computer viruses or the like, fires, floods, earthquakes or other natural disasters, civil and military disturbance, acts of war or terrorism, riots, revolution, acts of God, work stoppages, strikes, national disasters of any kind, or other similar events or acts; errors by the Company (including any Authorized Person) in its instructions to the Custodian; or changes in applicable law, regulation or orders.
|
10.
|
SECURITY CODES
|
11.
|
TAX LAW
|
11.1
|
Domestic Tax Law
. The Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on the Company, or the Custodian as custodian of the Securities or the Proceeds, by the tax law of the United States or any state or political subdivision thereof. The Custodian shall be kept indemnified by and be without liability to the Company for such obligations including taxes (but excluding any income taxes assessable in respect of compensation paid to the Custodian pursuant to this Agreement), withholding, certification and reporting requirements, claims for exemption or refund, additions for late payment interest, penalties and other expenses (including legal expenses) that may be assessed against the Company, or the Custodian as custodian of the Securities or Proceeds.
|
11.2
|
Foreign Tax Law
. It shall be the responsibility of the Company to notify the Custodian of the obligations imposed on the Company, or the Custodian as custodian of any Foreign Securities or related Proceeds, by the tax law of foreign (i.e., non-U.S.) jurisdictions, including responsibility for withholding and other taxes, assessments or other
|
12.
|
EFFECTIVE PERIOD, TERMINATION
|
12.1
|
Effective Date
. This Agreement shall become effective as of its due execution and delivery by each of the parties. This Agreement shall continue in full force and effect until terminated as hereinafter provided. This Agreement may be terminated by the Custodian or the Company pursuant to Section 12.2.
|
12.2
|
Termination
. This Agreement shall terminate upon the earliest of (a) occurrence of the effective date of termination specified in any written notice of termination given by either party to the other not later than sixty (60) days prior to the effective date of termination specified therein, and (b) such other date of termination as may be mutually agreed upon by the parties in writing. If a successor custodian shall have been appointed by the Company, the Custodian shall, upon receipt of a notice of acceptance by the successor custodian, on such specified date of termination (a) deliver directly to the successor custodian all Securities (other than Securities held in a Securities System) and cash then owned by the Company and held by the Custodian as custodian, and (b) transfer any Securities held in a Securities System to an account of or for the benefit of the Company at the successor custodian. In the event of the appointment of a successor custodian, it is agreed that all Securities held by the Custodian, any sub-custodian or nominee shall be delivered to the successor custodian; and the Custodian agrees to cooperate with the Company in the execution of documents and performance of other actions necessary or desirable in order to substitute the successor custodian for the Custodian under this Agreement. The Company may at any time immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by regulatory authorities or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Termination shall not affect any of the liabilities either party owes to the other arising under this Agreement prior to such termination.
|
12.3
|
Resignation
. The Custodian may at any time resign under this Agreement by giving not less than sixty (60) days advance written notice thereof to the Company. The Company may at any time remove the Custodian under this Agreement by giving not less than sixty (60) days advance written notice thereof to the Custodian.
|
12.4
|
Successor
. Prior to the effective date of termination of this Agreement, or the effective date of the resignation or removal of the Custodian, as the case may be, the Company shall give Proper Instruction to the Custodian designating a successor Custodian, if applicable.
|
12.5
|
Payment of Fees, etc
. Upon termination of this Agreement or resignation or removal of the Custodian, the Company shall pay to the Custodian such compensation, and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, as may be due as of the date of such termination or resignation (or removal, as the case may be). All indemnifications in favor of the Custodian under this Agreement shall survive the termination of this Agreement, or any resignation or removal of the Custodian.
|
12.6
|
Final Report
. In the event of any resignation or removal of the Custodian, the Custodian shall provide to the Company a complete final report or data file transfer of any Confidential Information as of the date of such resignation or removal.
|
13.
|
REPRESENTATIONS AND WARRANTIES
|
13.1
|
Representations of the Company
. The Company represents and warrants to the Custodian that:
|
(b)
|
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
|
(c)
|
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.
|
13.2
|
Representations of the Custodian
. The Custodian hereby represents and warrants to the Company that:
|
(a)
|
it is qualified to act as a custodian pursuant to Section 26(a)(1) of the 1940 Act;
|
(b)
|
it has the power and authority to enter into and perform its obligations under this Agreement;
|
(c)
|
it has duly authorized, executed and delivered this Agreement so as to constitute its valid and binding obligations; and
|
(d)
|
it maintains business continuity policies and standards that include data file backup and recovery procedures that comply with all applicable regulatory requirements.
|
14.
|
PARTIES IN INTEREST; NO THIRD PARTY BENEFIT
|
15.
|
NOTICES
|
(a)
|
if to the Company to
|
(b)
|
if to the Custodian (other than in its role as Document Custodian), to
|
(c)
|
if to the Custodian solely in its role as Document Custodian, to
|
16.
|
CHOICE OF LAW AND JURISDICTION
|
17.
|
ENTIRE AGREEMENT; COUNTERPARTS
|
17.1
|
Complete Agreement
. This Agreement supersedes the Original Custody Agreement and constitutes the complete and exclusive agreement of the parties with regard to the matters addressed herein and supersedes and terminates, as of the date hereof, all prior
|
17.2
|
Counterparts
. This Agreement may be executed in any number of counterparts and all counterparts taken together shall constitute one and the same instrument.
|
17.3
|
Facsimile Signatures
. The exchange of copies of this Agreement and of signature pages by facsimile transmission or pdf shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile or pdf shall be deemed to be their original signatures for all purposes.
|
18.
|
AMENDMENT; WAIVER
|
18.1
|
Amendment
. This Agreement may not be amended except by an express written instrument duly executed by each of the Company and the Custodian (and not by an email or series of emails); provided, that in the case of the Company, such amendment must be signed in blue ink by the Chief Executive Officer or President of the Company or their successors.
|
18.2
|
Waiver
. In no instance shall any delay or failure to act be deemed to be or effective as a waiver of any right, power or term hereunder, unless and except to the extent such waiver is set forth in an express written instrument signed by the party against whom it is to be charged (and not by an email or series of emails); provided, that in the case of the Company, such waiver must be signed in blue ink by the Chief Executive Officer or President of the Company or their successors.
|
19.
|
SUCCESSOR AND ASSIGNS
|
19.1
|
Successors Bound
. The covenants and agreements set forth herein shall be binding upon and inure to the benefit of each of the parties and their respective successors and permitted assigns. Neither party shall be permitted to assign their rights under this Agreement without the written consent of the other party; provided, however, that the foregoing shall not limit the ability of the Custodian to delegate certain duties or services to or perform them through agents or attorneys appointed with due care as expressly provided in this Agreement.
|
19.2
|
Merger and Consolidation
. Any corporation or association into which the Custodian may be merged or converted or with which it may be consolidated, or any corporation or association resulting from any merger, conversion or consolidation to which the Custodian shall be a party, or any corporation or association to which the Custodian transfers all or substantially all of its corporate trust business, shall be the successor of the Custodian hereunder, and shall succeed to all of the rights, powers and duties of the Custodian hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto.
|
20.
|
SEVERABILITY
|
21.
|
REQUEST FOR INSTRUCTIONS
|
22.
|
OTHER BUSINESS
|
23.
|
REPRODUCTION OF DOCUMENTS
|
24.
|
MISCELLANEOUS
|
Witness:
|
PROSPECT CAPITAL CORPORATION
|
1.
|
DEFINITIONS
|
1.1
|
Defined Terms
. In addition to terms expressly defined elsewhere herein, the following words shall have the following meanings as used in this Agreement:
|
1.2
|
Construction
. In this Agreement unless the contrary intention appears:
|
(a)
|
any reference to this Agreement or another agreement or instrument refers to such agreement or instrument as the same may be amended, modified or otherwise rewritten from time to time;
|
(b)
|
a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
|
(c)
|
any term defined in the singular form may be used in, and shall include, the plural with the same meaning, and vice versa;
|
(d)
|
a reference to a Person includes a reference to the Person’s executors, successors and permitted assigns;
|
(e)
|
an agreement, representation or warranty in favor of two or more Persons is for the benefit of them jointly and severally;
|
(f)
|
an agreement, representation or warranty on the part of two or more Persons binds them jointly and severally;
|
(g)
|
a reference to the term “including” means “including, without limitation,” and
|
(h)
|
a reference to any accounting term is to be interpreted in accordance with generally accepted principles and practices in the United States, consistently applied, unless otherwise instructed by the Company.
|
1.3
|
Headings
. Headings are inserted for convenience and do not affect the interpretation of this Agreement.
|
2.
|
APPOINTMENT OF CUSTODIAN
|
2.1
|
Appointment and Acceptance
. The Company hereby appoints the Custodian as custodian of certain Securities and cash owned by the Company and delivered to the Custodian by the Company from time to time during the period of this Agreement, on the terms and conditions set forth in this Agreement (which shall include any addendum hereto which is hereby incorporated herein and made a part of this Agreement), and the Custodian hereby accepts such appointment and agrees to perform the services and duties set forth in this Agreement with respect to it, subject to and in accordance with the provisions hereof. All Securities in certificated form shall be maintained and held on behalf of the Company by the Custodian in its vaults in accordance with customary standards for such custody.
|
2.2
|
Instructions
. The Company agrees that it shall from time to time provide, or cause to be provided, to the Custodian all necessary instructions and information, and shall respond promptly to all inquiries and requests of the Custodian, as may reasonably be necessary to enable the Custodian to perform its duties hereunder.
|
2.3
|
Company Responsible For Directions
. The Company is solely responsible for directing the Custodian with respect to deposits to, withdrawals from and transfers to or from the Account. Without limiting the generality of the foregoing, the Custodian has no responsibility for the Company’s compliance with the 1940 Act, any restrictions, covenants, limitations or obligations to which the Company may be subject or for which it may have obligations to third-parties in respect of the Account, and the Custodian shall have no liability for the application of any funds made at the direction of the Company. The Company shall be solely responsible for properly instructing all applicable payors to make all appropriate payments to the Custodian for deposit to the Account, and for
|
3.
|
DUTIES OF CUSTODIAN
|
3.1
|
Segregation
. All Securities and non-cash property held by the Custodian, as applicable, for the account of the Company (other than Securities maintained in a Securities Depository or Securities System) shall be physically segregated from other Securities and non-cash property in the possession of the Custodian and shall be identified as subject to this Agreement.
|
3.2
|
Securities Custody Account
. The Custodian shall open and maintain in its trust department a segregated trust account in the name of the Company, subject only to order of the Custodian, in which the Custodian shall enter and carry, subject to Section 3.3(b), all Securities which are delivered to it in accordance with this Agreement.
|
3.3
|
Delivery of Cash and Securities to Custodian
.
|
(a)
|
The Company shall deliver, or cause to be delivered, to the Custodian all of the Company’s Securities, cash and other investment assets, including (a) all payments of income, payments of principal and capital distributions received by the Company with respect to such Securities, cash or other assets owned by the Company at any time during the period of this Agreement, and (b) all cash received by the Company for the issuance, at any time during such period, of securities or in connection with a borrowing by the Company, except as otherwise permitted by the 1940 Act. Except to the extent otherwise expressly provided herein, delivery of 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 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.
|
(b)
|
(i) 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.
|
3.4
|
Release of Securities
.
|
(a)
|
The Custodian shall release and deliver, or direct its agents or sub-custodian to release and deliver, as the case may be, Securities 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 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 the Authorized Person providing the Proper Instructions) stating (i) the specified securities to be delivered, (ii) the purpose for such delivery, (iii) that such purpose is a proper corporate purpose and (iv) naming the person or persons to whom delivery of such Securities shall be made, and attaching a certified copy of a resolution of the board of directors of the Company or an authorized committee thereof approving the delivery of such Proper Instructions.
|
3.5
|
Registration of Securities
. Securities held by the Custodian, its agents or its sub-custodian shall be registered in the name of the Company or its nominee; or, at the option of the Custodian (if the Custodian determines it cannot hold such security in the name of the Company), in the name of the Custodian or in the name of any nominee of the Custodian, or in the name of its agents or its sub-custodian or their nominees; or, if directed by the Company by Proper Instruction, may be maintained in Street Name. The Custodian, its agents and its sub-custodian shall not be obliged to accept Securities on
|
3.6
|
Bank Accounts, and Management of Cash
.
|
(a)
|
Proceeds and other cash received by the Custodian from time to time shall be deposited or credited to the Cash Account. All amounts deposited or credited to the Cash Account shall be subject to clearance and receipt of final payment by the Custodian.
|
(b)
|
Amounts held in the Cash Account from time to time may be invested in Eligible Investments pursuant to specific written Proper Instructions (which may be standing instructions) received by the Custodian from an Authorized Person 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.
|
(e)
|
The Custodian shall be authorized to open such additional accounts as may be necessary or convenient for administration of its duties hereunder.
|
3.7
|
Foreign Exchange
.
|
(a)
|
Upon the receipt of Proper Instructions, the Custodian, its agents or its sub-custodian may (but shall not be obligated to) enter into all types of contracts for foreign exchange on behalf of the Company, upon terms acceptable to the Custodian and the Company (in each case at the Company’s expense), including transactions entered into with the Custodian, its sub-custodian or any affiliates of the Custodian or the sub-custodian. The Custodian shall have no liability for any losses incurred in or resulting from the rates obtained in such foreign exchange transactions; and absent specific Proper Instructions, the Custodian shall not be deemed to have any duty to carry out any foreign exchange on behalf of the
|
(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 for which they shall not be required to account to the Company.
|
3.8
|
Collection of Income
. The Custodian, its agents or its sub-custodian shall use reasonable efforts to collect on a timely basis all income and other payments with respect to the Securities held hereunder to which the Company shall be entitled, to the extent consistent with usual custom in the securities custodian business in the United States. Such efforts shall include collection of interest income, dividends and other payments with respect to registered domestic securities if, on the record date with respect to the date of payment by the issuer, the Security is registered in the name of the Custodian or its nominee (or in the name of its agent or sub-custodian, or their nominees); and interest income, dividends and other payments with respect to bearer domestic securities if, on the date of payment by the issuer, such Securities are held by the Custodian or its sub-custodian or agent; provided, however, that in the case of Securities held in Street Name, the Custodian shall use commercially reasonable efforts only to timely collect income. In no event shall the Custodian’s agreement herein to collect income be construed to obligate the Custodian to commence, undertake or prosecute any legal proceedings.
|
3.9
|
Payment of Moneys
. Upon receipt of Proper Instructions, which may be standing instructions, the Custodian shall pay out from the Cash Account (or remit to its agents or its sub-custodian, and direct them to pay out) moneys of the Company on deposit therein in the following cases:
|
(a)
|
upon the purchase of Securities for the Company pursuant to such Proper Instruction; and such purchase may, unless and except to the extent otherwise directed by Proper Instructions, be carried out by the Custodian:
|
(i)
|
in accordance with the customary or established practices and procedures in the jurisdiction or market where the transactions occur, including delivering money to the seller thereof or to a dealer therefor (or any agent for such seller or dealer) against expectation of receiving later delivery of such securities; or
|
(ii)
|
in the case of a purchase effected through a Securities System, in accordance with the rules governing the operation of such Securities System;
|
(b)
|
for the purchase or sale of foreign exchange or foreign exchange agreements for the account of the Company, including transactions executed with or through the Custodian, its agents or its sub-custodian, as contemplated by Section 3.8 above;
|
(c)
|
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
|
(d)
|
for any other purpose directed by the Company, but only upon receipt of Proper Instructions specifying the amount of such payment, and naming the Person or Persons to whom such payment is to be made.
|
3.10
|
Proxies
. The Custodian will, with respect to the Securities held hereunder, use reasonable efforts to cause to be promptly executed by the registered holder of such Securities proxies received by the Custodian from its agents or its sub-custodian or from issuers of the Securities being held for the Company, without indication of the manner in which such proxies are to be voted, and upon receipt of Proper Instructions shall promptly deliver to the applicable issuer such proxies relating to such Securities. In the absence of such Proper Instructions, or in the event that such Proper Instructions are not received in a timely fashion, except to the extent otherwise expressly provided herein, the Custodian shall be under no duty to act with regard to such proxies. Notwithstanding the above, neither Custodian nor any nominee of Custodian shall vote any of the Securities held hereunder by or for the account of the Company, except in accordance with Proper Instructions.
|
3.11
|
Communications Relating to Securities
. The Custodian shall transmit promptly to the Company all written information (including proxies, proxy soliciting materials, notices, pendency of calls and maturities of Securities and expirations of rights in connection therewith) received by the Custodian, from its agents or its sub-custodian or from issuers of the Securities being held for the Company. The Custodian shall have no obligation or duty to exercise any right or power, or otherwise to preserve rights, in or under any Securities unless and except to the extent it has received timely Proper Instruction from the Company in accordance with the next sentence. The Custodian will not be liable for any untimely exercise of any right or power in connection with Securities at any time held by the Custodian, its agents or sub-custodian unless:
|
(i)
|
the Custodian has received Proper Instructions with regard to the exercise of any such right or power; and
|
(ii)
|
the Custodian, or its agents or sub-custodian are in actual possession of such Securities,
|
3.12
|
Records
. The Custodian shall create and maintain complete and accurate records relating to its activities under this Agreement with respect to the Securities, cash or other property held for the Company under this Agreement, with particular attention to Section 31 of the 1940 Act, and Rules 31a-1 and 31a-2 thereunder. To the extent that the Custodian, in its sole opinion, is able to do so, the Custodian shall provide assistance to the Company (at
|
4.
|
REPORTING
|
(a)
|
If requested by the Company, 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 or any Foreign Sub-custodian appointed pursuant to Section 6.1 and (ii) the financial strength of the Custodian or any Foreign Sub-custodian appointed pursuant to Section 6.1.
|
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)
|
If requested by the Company, 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.
|
SECURITIES HELD OUTSIDE OF THE UNITED STATES
|
6.1
|
Appointment of Foreign Sub-custodian
. The Company hereby authorizes and instructs the Custodian in its sole discretion to employ one or more Foreign Sub-custodians to act as Eligible Securities Depositories or as sub-custodian to hold the Securities and other assets of the Company maintained outside the United States, subject to the Company’s approval in accordance with this Section. If the Custodian wishes to appoint a Foreign Sub-custodian to hold property of the Company subject to this Agreement, it will so notify the Company and provide it with information reasonably necessary to determine any such new Foreign Sub-custodian’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Foreign Sub-custodian. The Company shall at the meeting of its board of directors next following receipt of such notice and information give a written approval or disapproval of the proposed action.
|
6.2
|
Assets to be Held
. The Custodian shall limit the Securities and other assets maintained in the custody of the Foreign Sub-custodian to: (a) Foreign Securities and (b) cash and cash equivalents in such amounts as the Company (through Proper Instructions) may determine to be reasonably necessary to effect the Company’s transactions in such investments.
|
6.3
|
Omnibus Accounts
. The Custodian may hold Foreign Securities and related Proceeds with one or more Foreign Sub-custodians or Eligible Securities Depositories in each case in a single account with such Sub-custodian or Securities Depository that is identified as belonging to the Custodian for the benefit of its customers; provided however, that the
|
6.4
|
Reports Concerning Foreign Sub-custodian
. The Custodian will supply to the Company, upon request from time to time, statements in respect of the Securities held by Foreign Sub-custodians or Eligible Securities Depositories, including an identification of the Foreign Sub-custodians and Eligible Securities Depositories having physical possession of the Foreign Securities.
|
6.5
|
Transactions in Foreign Custody Account
. Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Securities received by a Foreign Intermediary for the account of the Company may be effected in accordance with the customary established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including delivering securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such securities from such purchaser or dealer.
|
6.6
|
Foreign Sub-custodian
. Each contract or agreement pursuant to which the Custodian employs a Foreign Sub-custodian shall include provisions that provide: (i) for indemnification or insurance arrangements (or any combination of the foregoing) such that the Company will be adequately protected against the risk of loss of assets held in accordance with such contract; (ii) that the Company’s assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the Sub-custodian or its creditors (except a claim of payment for their safe custody or administration) or, in the case of cash deposits, liens or rights in favor of creditors of the Sub-custodian arising under bankruptcy, insolvency, or similar laws; (iii) that beneficial ownership for the Company’s assets will be freely transferable without the payment of money or value other than for safe custody or administration; (iv) that adequate records will be maintained identifying the assets as belonging to the Company or as being held by a third party for the benefit of the Company; (v) that the Company’s independent public accountants will be given access to those records or confirmation of the contents of those records; and (vi) that the Company will receive periodic reports with respect to the safekeeping of the Company’s assets, including notification of any transfer to or from a Company’s account or a third party account containing assets held for the benefit of the Company. Such contract may contain, in lieu of any or all of the provisions specified above, such other provisions that the Custodian determines will provide, in their entirety, the same or a greater level of care and protection for Company assets as the specified provisions, in their entirety.
|
6.7
|
Custodian’s Responsibility for Foreign Sub-custodian
.
|
(a)
|
With respect to its responsibilities under this Section 6, the Custodian agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Company would exercise. The Custodian further agrees that the Foreign Securities will be subject to
|
(b)
|
At the end of each calendar quarter or at such other times as the Company’s board of directors deems reasonable and appropriate based on the circumstances of the Company’s foreign custody arrangements, the Custodian shall provide written reports notifying the board of directors of the Company as to of the placement of the Foreign Securities and cash of the Company with a particular Foreign Sub-custodian and of any material changes in the Company’s foreign custody arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Company from any Foreign Sub-custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act.
|
(c)
|
The Custodian shall establish a system to monitor the appropriateness of maintaining the Company’s assets with a particular Foreign Sub-custodian and the performance of the contract governing the Company’s arrangements with such Foreign Sub-custodian. To the extent the Custodian holds Foreign Securities and related Proceeds with one or more Eligible Securities Depositories, the Custodian shall provide the Company with an analysis of the custody risks associated with maintaining assets with such Eligible Securities Depository and shall monitor such custody risks on a continuing basis and promptly notify the Company of any material change in these risks. The Custodian agrees to exercise reasonable care, prudence and diligence in performing its obligations under this clause (c). If the Custodian determines that a custody arrangement with an Eligible Securities Depository no longer meets the requirements of this Section, the Company's Foreign Securities must be withdrawn from such depository as soon as reasonably practicable.
|
(d)
|
The Custodian’s responsibility with respect to the selection or appointment of a Foreign Sub-custodian shall be limited to a duty to exercise reasonable care in the selection or retention of such Foreign Intermediaries in light of prevailing settlement and securities handling practices, procedures and controls in the relevant market. With respect to any costs, expenses, damages, liabilities, or claims (including attorneys’ and accountants’ fees) incurred as a result of the acts
|
7.
|
CERTAIN GENERAL TERMS
|
7.1
|
No Duty to Examine Underlying Instruments
. Nothing herein shall obligate the Custodian to review or examine the terms of any underlying limited liability company agreement, stock or share certificate, share registrar, instrument, subscription agreement, limited partnership agreement or other similar agreement or document evidencing or governing any Security to determine the validity, sufficiency, marketability or enforceability of any Security (and shall have no responsibility for the genuineness or completeness thereof), or otherwise.
|
7.2
|
Resolution of Discrepancies
. In the event of any discrepancy between the information set forth in any report provided by the Custodian to the Company and any information contained in the books or records of the Company, the Company shall promptly notify the Custodian thereof and the parties shall cooperate to diligently resolve the discrepancy.
|
7.3
|
Improper Instructions
. Notwithstanding anything herein to the contrary, the Custodian shall not be obligated to take any action (or forebear from taking any action), which it reasonably determines (at its sole option) to be contrary to the terms of this Agreement or applicable law. In no instance shall the Custodian be obligated to provide services on any day that is not a Business Day.
|
7.4
|
Proper Instructions
.
|
(a)
|
The Company will give a notice to the Custodian, in form acceptable to the Custodian, specifying the names and specimen signatures of persons authorized to give Proper Instructions (collectively, “
Authorized Persons
” and each is an “
Authorized Person
”), which notice shall be signed by any two 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 an Authorized Person of the Company to the contrary. The initial Authorized Persons are set forth on
Schedule B
attached hereto and made a part hereof (as such
Schedule B
may be modified from time to time by written notice from the Company to the Custodian); and the Company hereby represents and warrants that the true and accurate specimen signatures of such initial Authorized Persons are set forth on
Schedule B
.
|
(b)
|
Notwithstanding anything in this Agreement to the contrary, upon receipt of Proper Instructions to transmit any wire delivered by email purportedly sent by any staff member identified on Schedule B-1 attached hereto and made a part hereof (which members shall be “Authorized Persons” for purposes of emailing
wire instructions), which Schedule B-1 may be modified from time to time by written notice from an Authorized Person, the Custodian shall (1) send an email to PACCT@prospectstreet.com requesting a member of the Company’s internal accounting staff who did not transmit the Proper Instructions confirm the accuracy of the Proper Instructions, and (2) transmit the wire in question upon receipt of such confirmatory email. Members of the Company’s internal accounting staff authorized to confirm by email the accuracy of any such Proper Instructions shall be identified to the Custodian from time to time in writing by an Authorized Person of the Company. Initially, the Custodian shall be entitled to rely on a confirmatory email purportedly sent by any staff member identified on Schedule B-2 attached hereto and made a part hereof, which Schedule B-2 may be modified from time to time by written notice from an Authorized Person.
|
(c)
|
The Custodian shall have no responsibility or liability to the Company (or any other person or entity), and shall be indemnified and held harmless by the Company, in the event that a subsequent written confirmation of an oral instruction fails to conform to the oral instructions received by the Custodian. The Custodian shall not have an obligation to act in accordance with purported instructions to the extent that they conflict with applicable law or regulations, local market practice or the Custodian’s operating policies and practices. The Custodian shall not be liable for any loss resulting from a delay while it obtains clarification of any Proper Instructions.
|
7.5
|
Actions Permitted Without Express Authority
. The Custodian may, at its discretion, without express authority from the Company:
|
(e)
|
surrender Securities in temporary form for Securities in definitive form;
|
(f)
|
endorse for collection cheques, drafts and other negotiable instruments; and
|
(g)
|
in general attend to all nondiscretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the securities and property of the Company.
|
7.6
|
Evidence of Authority
. The Custodian shall be protected in acting upon any instructions, notice, request, consent, certificate, instrument or paper reasonably believed by it to be genuine and to have been properly executed or otherwise given by or on behalf of the Company by an Authorized Person. The Custodian may receive and accept a certificate signed by any Authorized Person as conclusive evidence of:
|
(e)
|
the authority of any person to act in accordance with such certificate; or
|
(f)
|
any determination or action by the Company as described in such certificate,
|
7.7
|
Receipt of Communications
. Any communication received by the Custodian on a day which is not a Business Day or after 3:30 p.m., Eastern time (or such other time as is agreed by the Company and the Custodian from time to time), on a Business Day will be deemed to have been received on the next Business Day (but in the case of communications so received after 3:30 p.m., Eastern time, on a Business Day the Custodian will use its best efforts to process such communications as soon as possible after receipt).
|
8.
|
COMPENSATION OF CUSTODIAN
|
8.1
|
Fees
. The Custodian shall be entitled to compensation for its services as set forth in
Schedule C
.
|
8.2
|
Expenses
. The Company agrees to pay or reimburse to the Custodian upon its request from time to time all costs, disbursements, advances, and expenses (including reasonable fees and expenses of legal counsel) incurred, and any disbursements and advances made (including any Account overdraft resulting from any settlement or assumed settlement, provisional credit, chargeback, returned deposit item, reclaimed payment or claw-back, or the like), in connection with the preparation or execution of this Agreement, or in connection with the transactions contemplated hereby or the administration of this Agreement or performance by the Custodian of its duties and services under this Agreement, from time to time (including costs and expenses of any action deemed necessary by the Custodian to collect any amounts owing to it under this Agreement).
|
9.
|
RESPONSIBILITY OF CUSTODIAN
|
9.1
|
General Duties
. The Custodian shall have no duties, obligations or responsibilities under this Agreement or with respect to the Securities or Proceeds except for such duties as are expressly and specifically set forth in this Agreement, and the duties and obligations of the Custodian shall be determined solely by the express provisions of this Agreement. No implied duties, obligations or responsibilities shall be read into this Agreement against, or on the part of, the Custodian.
|
9.2
|
Instructions
.
|
(d)
|
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.
|
(e)
|
Whenever the Custodian is entitled or required to receive or obtain any communications or information pursuant to or as contemplated by this
|
9.3
|
General Standards of Care
. Notwithstanding any terms herein contained to the contrary, the acceptance by the Custodian of its appointment hereunder is expressly subject to the following terms, which shall govern and apply to each of the terms and provisions of this Agreement (whether or not so stated therein):
|
(h)
|
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 an Authorized Person); 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 shall examine the same to determine whether it substantially conforms on its face to such requirements hereof.
|
(i)
|
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.
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(j)
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In no event shall the Custodian be liable for any indirect, special, punitive or consequential damages (including lost profits) whether or not it has been advised of the likelihood of such damages.
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(k)
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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; the reasonable cost of such services shall be reimbursed pursuant to Section 8.2 above.
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(l)
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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 15 and specifically referencing this Agreement.
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(m)
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No provision of this Agreement shall require the Custodian to expend or risk its own funds, or to take any action (or forbear from action) hereunder which might in its judgment involve any expense or any financial or other liability unless it shall be furnished with acceptable indemnification. Nothing herein shall obligate the Custodian to commence, prosecute or defend legal proceedings in any instance, whether on behalf of the Company or on its own behalf or otherwise, with respect to any matter arising hereunder, or relating to this Agreement or the services contemplated hereby.
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(n)
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The permissive right of the Custodian to take any action hereunder shall not be construed as a duty.
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(o)
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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.
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(p)
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All indemnifications contained in this Agreement in favor of the Custodian shall survive the termination of this Agreement.
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9.4
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Indemnification; Custodian’s Lien
.
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(g)
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The Company shall and does hereby indemnify and hold harmless each of the Custodian, and any Foreign Sub-custodian appointed pursuant to Section 6.1 above, 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
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(h)
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If the Company requires the Custodian, its affiliates, subsidiaries or agents, to advance cash or securities for any purpose (including but not limited to securities settlements, foreign exchange contracts and assumed settlement) 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 fees pursuant to this Agreement or from its or its nominee’s own gross negligent action, gross negligent failure to act, fraud or willful misconduct, or if the Company fails to compensate or pay the Custodian pursuant to Section 8.1 or Section 9.4 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 frame provided herein), the Custodian shall be entitled to utilize available cash to the extent necessary to obtain reimbursement
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9.5
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Force Majeure
. Without prejudice to the generality of the foregoing, the Custodian shall be without liability to the Company for any damage or loss resulting from or caused by events or circumstances beyond the Custodian’s reasonable control, including nationalization, expropriation, currency restrictions, the interruption, disruption or suspension of the normal procedures and practices of any securities market, power, mechanical, communications or other technological failures or interruptions, computer viruses or the like, fires, floods, earthquakes or other natural disasters, civil and military disturbance, acts of war or terrorism, riots, revolution, acts of God, work stoppages, strikes, national disasters of any kind, or other similar events or acts; errors by the Company (including any Authorized Person) in its instructions to the Custodian; or changes in applicable law, regulation or orders.
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10.
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SECURITY CODES
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11.
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TAX LAW
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11.1
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Domestic Tax Law
. The Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on the Company, or the Custodian as custodian of the Securities or the Proceeds, by the tax law of the United States or any state or political subdivision thereof. The Custodian shall be kept indemnified by and be without liability to the Company for such obligations including taxes (but excluding any income taxes assessable in respect of compensation paid to the Custodian pursuant to this Agreement), withholding, certification and reporting requirements, claims for exemption or refund, additions for late payment interest, penalties and other expenses (including legal expenses) that may be assessed against the Company, or the Custodian as custodian of the Securities or Proceeds.
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11.2
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Foreign Tax Law
. It shall be the responsibility of the Company to notify the Custodian of the obligations imposed on the Company, or the Custodian as custodian of any Foreign Securities or related Proceeds, by the tax law of foreign (i.e., non-U.S.) jurisdictions, including responsibility for withholding and other taxes, assessments or other government charges, certifications and government reporting. The sole responsibility of the Custodian with regard to such tax law shall be to use reasonable efforts to cooperate with the Company with respect to any claims for exemption or refund under the tax law of the jurisdictions for which the Company has provided such information.
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12.
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EFFECTIVE PERIOD, TERMINATION
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12.1
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Effective Date
. This Agreement shall become effective as of its due execution and delivery by each of the parties. This Agreement shall continue in full force and effect until terminated as hereinafter provided. This Agreement may be terminated by the Custodian or the Company pursuant to Section 12.2.
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12.2
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Termination
. This Agreement shall terminate upon the earliest of (a) occurrence of the effective date of termination specified in any written notice of termination given by either party to the other not later than sixty (60) days prior to the effective date of termination specified therein, and (b) such other date of termination as may be mutually agreed upon by the parties in writing. If a successor custodian shall have been appointed by the Company, the Custodian shall, upon receipt of a notice of acceptance by the successor custodian, on such specified date of termination (a) deliver directly to the successor custodian all Securities (other than Securities held in a Securities System) and cash then owned by the Company and held by the Custodian as custodian, and (b) transfer any Securities held in a Securities System to an account of or for the benefit of the Company at the successor custodian. In the event of the appointment of a successor custodian, it is agreed that all Securities held by the Custodian, any sub-custodian or nominee shall be delivered to the successor custodian; and the Custodian agrees to cooperate with the Company in the execution of documents and performance of other actions necessary or desirable in order to substitute the successor custodian for the Custodian under this Agreement. The Company may at any time immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by regulatory authorities or upon the happening of a like event at the direction of an appropriate
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12.3
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Resignation
. The Custodian may at any time resign under this Agreement by giving not less than sixty (60) days advance written notice thereof to the Company. The Company may at any time remove the Custodian under this Agreement by giving not less than sixty (60) days advance written notice thereof to the Custodian.
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12.4
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Successor
. Prior to the effective date of termination of this Agreement, or the effective date of the resignation or removal of the Custodian, as the case may be, the Company shall give Proper Instruction to the Custodian designating a successor Custodian, if applicable.
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12.5
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Payment of Fees, etc
. Upon termination of this Agreement or resignation or removal of the Custodian, the Company shall pay to the Custodian such compensation, and shall likewise reimburse the Custodian for its costs, expenses and disbursements, as may be due as of the date of such termination or resignation (or removal, as the case may be). All indemnifications in favor of the Custodian under this Agreement shall survive the termination of this Agreement, or any resignation or removal of the Custodian.
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12.6
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Final Report
. In the event of any resignation or removal of the Custodian, the Custodian shall provide to the Company a complete final report or data file transfer of any Confidential Information as of the date of such resignation or removal.
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13.
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REPRESENTATIONS AND WARRANTIES
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13.1
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Representations of the Company
. The Company represents and warrants to the Custodian that:
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(b)
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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
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(c)
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in giving any instructions which purport to be “Proper Instructions” under this Agreement, the Company will act in accordance with the provisions of its certificate of formation and operating agreement and any applicable laws and regulations.
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13.2
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Representations of the Custodian
. The Custodian hereby represents and warrants to the Company that:
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(a)
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it is qualified to act as a custodian pursuant to Section 26(a)(1) of the 1940 Act;
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(b)
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it has the power and authority to enter into and perform its obligations under this Agreement;
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(c)
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it has duly authorized, executed and delivered this Agreement so as to constitute its valid and binding obligations; and
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(d)
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it maintains business continuity policies and standards that include data file backup and recovery procedures that comply with all applicable regulatory requirements.
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14.
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PARTIES IN INTEREST; NO THIRD PARTY BENEFIT
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15.
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NOTICES
|
(a)
|
if to the Company to
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(b)
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if to the Custodian, to
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16.
|
CHOICE OF LAW AND JURISDICTION
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17.
|
ENTIRE AGREEMENT; COUNTERPARTS
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17.1
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Complete Agreement
. This Agreement constitutes the complete and exclusive agreement of the parties with regard to the matters addressed herein and supersedes and terminates, as of the date hereof, all prior agreements or understandings, oral or written, between the parties to this Agreement relating to such matters.
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17.2
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Counterparts
. This Agreement may be executed in any number of counterparts and all counterparts taken together shall constitute one and the same instrument.
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17.3
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Facsimile Signatures
. The exchange of copies of this Agreement and of signature pages by facsimile transmission or pdf shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile or pdf shall be deemed to be their original signatures for all purposes.
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18.
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AMENDMENT; WAIVER
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18.1
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Amendment
. This Agreement may not be amended except by an express written instrument duly executed by each of the Company and the Custodian (and not by an email or series of emails); provided, that in the case of the Company, such amendment must be signed in blue ink by an officer of the Company.
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18.2
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Waiver
. In no instance shall any delay or failure to act be deemed to be or effective as a waiver of any right, power or term hereunder, unless and except to the extent such waiver is set forth in an express written instrument signed by the party against whom it is to be charged (and not by an email or series of emails); provided, that in the case of the Company, such waiver must be signed in blue ink by an officer of the Company.
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19.
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SUCCESSOR AND ASSIGNS
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19.1
|
Successors Bound
. The covenants and agreements set forth herein shall be binding upon and inure to the benefit of each of the parties and their respective successors and permitted assigns. Neither party shall be permitted to assign their rights under this Agreement without the written consent of the other party; provided, however, that the foregoing shall not limit the ability of the Custodian to delegate certain duties or services to or perform them through agents or attorneys appointed with due care as expressly provided in this Agreement.
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19.2
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Merger and Consolidation
. Any corporation or association into which the Custodian may be merged or converted or with which it may be consolidated, or any corporation or association resulting from any merger, conversion or consolidation to which the Custodian shall be a party, or any corporation or association to which the Custodian transfers all or substantially all of its corporate trust business, shall be the successor of the Custodian hereunder, and shall succeed to all of the rights, powers and duties of the Custodian hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto.
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20.
|
SEVERABILITY
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21.
|
REQUEST FOR INSTRUCTIONS
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22.
|
OTHER BUSINESS
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23.
|
REPRODUCTION OF DOCUMENTS
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24.
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MISCELLANEOUS
|
Witness:
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PROSPECT YIELD CORPORATION, LLC
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