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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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$503,500(1)(8)
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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) will have the effect of reducing the basis such that when a stockholder sells its shares the sale may be subject to taxes 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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2.00
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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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0.09
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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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2.09
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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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3.93
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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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2.45
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%
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Total advisory fees
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6.38
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%
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Total interest expense(7)
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4.41
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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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1.26
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%
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Total annual expenses(6)(9)
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12.06
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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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115.00
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$
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290.38
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$
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449.88
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$
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788.70
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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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124.79
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$
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318.08
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$
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493.55
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$
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864.23
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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 3.93% of net assets. Based on our borrowings as of October 5, 2015 of $2.7 billion, the 2% management fee of gross assets would equal approximately 3.61% 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, 2015, 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 5, 2015, 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 3.29% 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, 2015. 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 $3.7 billion as of June 30, 2015.
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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, 2015 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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2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(in thousands except data relating to shares,
per share and number of portfolio companies)
|
||||||||||||||||||
Summary of Operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Total investment income
|
$
|
791,084
|
|
|
$
|
712,291
|
|
|
$
|
576,336
|
|
|
$
|
320,910
|
|
|
$
|
169,476
|
|
Total operating expenses
|
428,337
|
|
|
355,068
|
|
|
251,412
|
|
|
134,226
|
|
|
75,255
|
|
|||||
Net investment income
|
362,747
|
|
|
357,223
|
|
|
324,924
|
|
|
186,684
|
|
|
94,221
|
|
|||||
Net realized and unrealized (losses) gains on investments
|
(12,458
|
)
|
|
(38,203
|
)
|
|
(104,068
|
)
|
|
4,220
|
|
|
24,017
|
|
|||||
Net realized losses on extinguishment of debt
|
(3,950
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net increase in net assets resulting from operations
|
346,339
|
|
|
319,020
|
|
|
220,856
|
|
|
190,904
|
|
|
118,238
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Per Share Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Net investment income(1)
|
$
|
1.03
|
|
|
$
|
1.19
|
|
|
$
|
1.57
|
|
|
$
|
1.63
|
|
|
$
|
1.10
|
|
Net increase in net assets resulting from operations(1)
|
0.98
|
|
|
1.06
|
|
|
1.07
|
|
|
1.67
|
|
|
1.38
|
|
|||||
Dividends to shareholders
|
(1.19
|
)
|
|
(1.32
|
)
|
|
(1.28
|
)
|
|
(1.22
|
)
|
|
(1.21
|
)
|
|||||
Net asset value at end of year
|
10.31
|
|
|
10.56
|
|
|
10.72
|
|
|
10.83
|
|
|
10.36
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
6,798,054
|
|
|
$
|
6,477,269
|
|
|
$
|
4,448,217
|
|
|
$
|
2,255,254
|
|
|
$
|
1,549,317
|
|
Total debt outstanding
|
2,983,736
|
|
|
2,773,051
|
|
|
1,683,002
|
|
|
664,138
|
|
|
406,700
|
|
|||||
Net assets
|
3,703,049
|
|
|
3,618,182
|
|
|
2,656,494
|
|
|
1,511,974
|
|
|
1,114,357
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment purchases for the year
|
$
|
2,088,988
|
|
|
$
|
2,952,356
|
|
|
$
|
3,103,217
|
|
|
$
|
1,120,659
|
|
|
$
|
953,337
|
|
Investment sales and repayments for the year
|
$
|
1,633,073
|
|
|
$
|
786,969
|
|
|
$
|
931,534
|
|
|
$
|
500,952
|
|
|
$
|
285,562
|
|
Number of portfolio companies at year end
|
131
|
|
|
142
|
|
|
124
|
|
|
85
|
|
|
72
|
|
|||||
Total return based on market value(2)
|
(20.8
|
%)
|
|
10.9
|
%
|
|
6.2
|
%
|
|
27.2
|
%
|
|
17.2
|
%
|
|||||
Total return based on net asset value(2)
|
11.5
|
%
|
|
11.0
|
%
|
|
10.9
|
%
|
|
18.0
|
%
|
|
12.5
|
%
|
|||||
Weighted average yield on debt portfolio at year end(3)
|
12.7
|
%
|
|
12.1
|
%
|
|
13.6
|
%
|
|
13.9
|
%
|
|
12.8
|
%
|
(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)
|
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.
|
(3)
|
Excludes equity investments and non-performing loans.
|
•
|
sudden electrical or telecommunications outages;
|
•
|
natural disasters such as earthquakes, tornadoes and hurricanes;
|
•
|
disease pandemics;
|
•
|
events arising from local or larger scale political or social matters, including terrorist acts; and
|
•
|
cyber-attacks.
|
•
|
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 the portfolio company is successful, our ability to realize the value of our investment may be dependent on the occurrence of a liquidity event, such as a public offering or the sale of the portfolio company. It is likely to take a significant amount of time before a liquidity event occurs or we can otherwise sell our investment. In addition, the equity securities we receive or invest in may be subject to restrictions on resale during periods in which it could be advantageous to sell them.
|
•
|
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.
|
•
|
The higher interest rates of OID and PIK instruments reflect the payment deferral and increased credit risk associated with these instruments, and OID and PIK instruments generally represent a significantly higher credit risk than coupon loans.
|
•
|
Even if the accounting conditions for income accrual are met, the borrower could still default when our actual collection is supposed to occur at the maturity of the obligation.
|
•
|
OID and PIK instruments may have unreliable valuations because their continuing accruals require continuing judgments about the collectability of the deferred payments and the value of any associated collateral. OID and PIK income may also create uncertainty about the source of our cash distributions.
|
•
|
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
|
|
(22.6
|
)%
|
|
(13.4
|
)%
|
|
(4.2
|
)%
|
|
5.0
|
%
|
|
14.2
|
%
|
•
|
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;
|
Tenor at
Origination
(in years)
|
|
Principal
Amount
|
|
Interest Rate
Range
|
|
Weighted
Average
Interest Rate
|
|
Maturity Date Range
|
|||
5.25
|
|
$
|
7,126
|
|
|
4.625%
|
|
4.625
|
%
|
|
August 15, 2020 – September 15, 2020
|
5.5
|
|
31,397
|
|
|
4.75%
|
|
4.75
|
%
|
|
October 15, 2020 – November 15, 2020
|
|
6
|
|
2,197
|
|
|
3.375%
|
|
3.375
|
%
|
|
April 15, 2021 – May 15, 2021
|
|
6.5
|
|
3,912
|
|
|
5.10%
|
|
5.10
|
%
|
|
December 15, 2021
|
|
7
|
|
6,097
|
|
|
5.10%
|
|
5.10
|
%
|
|
May 15, 2022 – June 15, 2022
|
|
|
|
$
|
50,729
|
|
|
|
|
|
|
|
|
June 30, 2015
|
|
June 30, 2014
|
||||||||||||||||||
Level of Control
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
||||||||||||
Control Investments
|
$
|
1,894,644
|
|
28.9
|
%
|
$
|
1,974,202
|
|
29.9
|
%
|
|
$
|
1,719,242
|
|
27.0
|
%
|
$
|
1,640,454
|
|
26.2
|
%
|
Affiliate Investments
|
45,150
|
|
0.7
|
%
|
45,945
|
|
0.7
|
%
|
|
31,829
|
|
0.5
|
%
|
32,121
|
|
0.5
|
%
|
||||
Non-Control/Non-Affiliate Investments
|
4,619,582
|
|
70.4
|
%
|
4,589,411
|
|
69.4
|
%
|
|
4,620,451
|
|
72.5
|
%
|
4,581,164
|
|
73.3
|
%
|
||||
Total Investments
|
$
|
6,559,376
|
|
100.0
|
%
|
$
|
6,609,558
|
|
100.0
|
%
|
|
$
|
6,371,522
|
|
100.0
|
%
|
$
|
6,253,739
|
|
100.0
|
%
|
|
June 30, 2015
|
|
June 30, 2014
|
||||||||||||||||||
Type of Investment
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
||||||||||||
Revolving Line of Credit
|
$
|
30,546
|
|
0.5
|
%
|
$
|
30,546
|
|
0.5
|
%
|
|
$
|
3,445
|
|
0.1
|
%
|
$
|
2,786
|
|
—
|
%
|
Senior Secured Debt
|
3,617,111
|
|
55.1
|
%
|
3,533,447
|
|
53.5
|
%
|
|
3,578,339
|
|
56.2
|
%
|
3,514,198
|
|
56.2
|
%
|
||||
Subordinated Secured Debt
|
1,234,701
|
|
18.8
|
%
|
1,205,303
|
|
18.2
|
%
|
|
1,272,275
|
|
20.0
|
%
|
1,200,221
|
|
19.2
|
%
|
||||
Subordinated Unsecured Debt
|
145,644
|
|
2.2
|
%
|
144,271
|
|
2.2
|
%
|
|
85,531
|
|
1.3
|
%
|
85,531
|
|
1.4
|
%
|
||||
Small Business Loans
|
50,558
|
|
0.8
|
%
|
50,892
|
|
0.8
|
%
|
|
4,637
|
|
0.1
|
%
|
4,252
|
|
0.1
|
%
|
||||
CLO Debt
|
28,613
|
|
0.4
|
%
|
32,398
|
|
0.5
|
%
|
|
28,118
|
|
0.4
|
%
|
33,199
|
|
0.5
|
%
|
||||
CLO Residual Interest
|
1,072,734
|
|
16.4
|
%
|
1,113,023
|
|
16.8
|
%
|
|
1,044,656
|
|
16.4
|
%
|
1,093,985
|
|
17.5
|
%
|
||||
Preferred Stock
|
41,047
|
|
0.6
|
%
|
4,361
|
|
0.1
|
%
|
|
78,448
|
|
1.2
|
%
|
9,370
|
|
0.1
|
%
|
||||
Common Stock
|
181,404
|
|
2.8
|
%
|
164,984
|
|
2.5
|
%
|
|
83,129
|
|
1.3
|
%
|
78,074
|
|
1.3
|
%
|
||||
Membership Interest
|
148,192
|
|
2.3
|
%
|
278,537
|
|
4.2
|
%
|
|
190,671
|
|
3.0
|
%
|
221,168
|
|
3.6
|
%
|
||||
Participating Interest(1)
|
—
|
|
—
|
%
|
42,787
|
|
0.6
|
%
|
|
—
|
|
—
|
%
|
213
|
|
—
|
%
|
||||
Escrow Receivable
|
7,144
|
|
0.1
|
%
|
5,984
|
|
0.1
|
%
|
|
—
|
|
—
|
%
|
1,589
|
|
—
|
%
|
||||
Warrants
|
1,682
|
|
—
|
%
|
3,025
|
|
—
|
%
|
|
2,273
|
|
—
|
%
|
9,153
|
|
0.1
|
%
|
||||
Total Investments
|
$
|
6,559,376
|
|
100.0
|
%
|
$
|
6,609,558
|
|
100.0
|
%
|
|
$
|
6,371,522
|
|
100.0
|
%
|
$
|
6,253,739
|
|
100.0
|
%
|
(1)
|
Participating Interest includes our participating equity investments, such as net profits interests, net operating income interests, net revenue interests, and overriding royalty interests.
|
|
June 30, 2015
|
|
June 30, 2014
|
||||||||||||||||||
Type of Investment
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
||||||||||||
First Lien
|
$
|
3,642,761
|
|
58.9
|
%
|
$
|
3,559,097
|
|
58.3
|
%
|
|
$
|
3,581,784
|
|
59.5
|
%
|
$
|
3,516,984
|
|
59.3
|
%
|
Second Lien
|
1,239,597
|
|
20.0
|
%
|
1,210,199
|
|
19.8
|
%
|
|
1,272,275
|
|
21.1
|
%
|
1,200,221
|
|
20.2
|
%
|
||||
Unsecured
|
145,644
|
|
2.4
|
%
|
144,271
|
|
2.4
|
%
|
|
85,531
|
|
1.4
|
%
|
85,531
|
|
1.4
|
%
|
||||
Small Business Loans
|
50,558
|
|
0.8
|
%
|
50,892
|
|
0.8
|
%
|
|
4,637
|
|
0.1
|
%
|
4,252
|
|
0.1
|
%
|
||||
CLO Debt
|
28,613
|
|
0.5
|
%
|
32,398
|
|
0.5
|
%
|
|
28,118
|
|
0.5
|
%
|
33,199
|
|
0.6
|
%
|
||||
CLO Residual Interest
|
1,072,734
|
|
17.4
|
%
|
1,113,023
|
|
18.2
|
%
|
|
1,044,656
|
|
17.4
|
%
|
1,093,985
|
|
18.4
|
%
|
||||
Total Debt Investments
|
$
|
6,179,907
|
|
100.0
|
%
|
$
|
6,109,880
|
|
100.0
|
%
|
|
$
|
6,017,001
|
|
100.0
|
%
|
$
|
5,934,172
|
|
100.0
|
%
|
|
June 30, 2015
|
|
June 30, 2014
|
||||||||||||||||||
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
|
%
|
|
$
|
15,000
|
|
0.2
|
%
|
$
|
15,000
|
|
0.2
|
%
|
Cayman Islands
|
1,101,347
|
|
16.8
|
%
|
1,145,421
|
|
17.3
|
%
|
|
1,072,774
|
|
16.8
|
%
|
1,127,184
|
|
18.0
|
%
|
||||
France
|
10,145
|
|
0.2
|
%
|
9,734
|
|
0.2
|
%
|
|
10,170
|
|
0.2
|
%
|
10,339
|
|
0.2
|
%
|
||||
Midwest US
|
797,002
|
|
12.2
|
%
|
822,591
|
|
12.4
|
%
|
|
787,864
|
|
12.4
|
%
|
753,932
|
|
12.1
|
%
|
||||
Northeast US
|
1,085,569
|
|
16.5
|
%
|
1,151,510
|
|
17.4
|
%
|
|
1,224,403
|
|
19.2
|
%
|
1,181,533
|
|
18.9
|
%
|
||||
Puerto Rico
|
40,911
|
|
0.6
|
%
|
37,539
|
|
0.6
|
%
|
|
41,307
|
|
0.6
|
%
|
36,452
|
|
0.6
|
%
|
||||
Southeast US
|
1,561,990
|
|
23.8
|
%
|
1,606,305
|
|
24.3
|
%
|
|
1,570,451
|
|
24.6
|
%
|
1,539,076
|
|
24.6
|
%
|
||||
Southwest US
|
762,454
|
|
11.6
|
%
|
693,138
|
|
10.5
|
%
|
|
680,351
|
|
10.8
|
%
|
659,322
|
|
10.5
|
%
|
||||
Western US
|
1,184,958
|
|
18.1
|
%
|
1,128,320
|
|
17.1
|
%
|
|
969,202
|
|
15.2
|
%
|
930,901
|
|
14.9
|
%
|
||||
Total Investments
|
$
|
6,559,376
|
|
100.0
|
%
|
$
|
6,609,558
|
|
100.0
|
%
|
|
$
|
6,371,522
|
|
100.0
|
%
|
$
|
6,253,739
|
|
100.0
|
%
|
|
June 30, 2015
|
|
June 30, 2014
|
||||||||||||||||||
Industry
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
||||||||||||
Aerospace & Defense
|
$
|
70,860
|
|
1.1
|
%
|
$
|
78,675
|
|
1.2
|
%
|
|
$
|
102,803
|
|
1.6
|
%
|
$
|
102,967
|
|
1.6
|
%
|
Auto Finance
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
|
11,139
|
|
0.2
|
%
|
11,139
|
|
0.2
|
%
|
||||
Automobile
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
|
22,296
|
|
0.3
|
%
|
22,452
|
|
0.4
|
%
|
||||
Business Services
|
646,021
|
|
9.8
|
%
|
711,541
|
|
10.8
|
%
|
|
598,940
|
|
9.4
|
%
|
611,286
|
|
9.8
|
%
|
||||
Chemicals
|
4,963
|
|
0.1
|
%
|
5,000
|
|
0.1
|
%
|
|
19,648
|
|
0.3
|
%
|
19,713
|
|
0.3
|
%
|
||||
Commercial Services
|
245,913
|
|
3.8
|
%
|
241,620
|
|
3.6
|
%
|
|
301,610
|
|
4.7
|
%
|
301,610
|
|
4.8
|
%
|
||||
Construction & Engineering
|
58,837
|
|
0.9
|
%
|
30,497
|
|
0.4
|
%
|
|
56,860
|
|
0.9
|
%
|
33,556
|
|
0.5
|
%
|
||||
Consumer Finance
|
426,697
|
|
6.5
|
%
|
486,977
|
|
7.4
|
%
|
|
425,497
|
|
6.7
|
%
|
434,348
|
|
6.9
|
%
|
||||
Consumer Services
|
190,037
|
|
2.9
|
%
|
190,216
|
|
2.9
|
%
|
|
502,862
|
|
7.9
|
%
|
504,647
|
|
8.1
|
%
|
||||
Contracting
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
|
3,831
|
|
0.1
|
%
|
—
|
|
—
|
%
|
||||
Diversified Financial Services
|
120,327
|
|
1.8
|
%
|
119,919
|
|
1.8
|
%
|
|
37,937
|
|
0.6
|
%
|
37,937
|
|
0.6
|
%
|
||||
Durable Consumer Products
|
439,172
|
|
6.7
|
%
|
422,033
|
|
6.4
|
%
|
|
377,205
|
|
5.9
|
%
|
375,329
|
|
6.0
|
%
|
||||
Food Products
|
282,185
|
|
4.3
|
%
|
281,365
|
|
4.3
|
%
|
|
173,375
|
|
2.7
|
%
|
174,603
|
|
2.8
|
%
|
||||
Healthcare
|
435,893
|
|
6.6
|
%
|
434,446
|
|
6.6
|
%
|
|
329,408
|
|
5.2
|
%
|
326,142
|
|
5.2
|
%
|
||||
Hotels, Restaurants & Leisure
|
177,748
|
|
2.7
|
%
|
177,926
|
|
2.7
|
%
|
|
132,193
|
|
2.1
|
%
|
132,401
|
|
2.1
|
%
|
||||
Machinery
|
376
|
|
—
|
%
|
563
|
|
—
|
%
|
|
396
|
|
—
|
%
|
621
|
|
—
|
%
|
||||
Manufacturing
|
163,380
|
|
2.5
|
%
|
126,921
|
|
1.9
|
%
|
|
204,394
|
|
3.2
|
%
|
171,577
|
|
2.7
|
%
|
||||
Media
|
361,825
|
|
5.5
|
%
|
350,365
|
|
5.3
|
%
|
|
362,738
|
|
5.7
|
%
|
344,278
|
|
5.5
|
%
|
||||
Metal Services & Minerals
|
25,670
|
|
0.4
|
%
|
23,745
|
|
0.4
|
%
|
|
48,402
|
|
0.8
|
%
|
51,977
|
|
0.8
|
%
|
||||
Oil & Gas Production
|
3,000
|
|
—
|
%
|
22
|
|
—
|
%
|
|
55,451
|
|
0.9
|
%
|
3,599
|
|
0.1
|
%
|
||||
Oil & Gas Services
|
289,803
|
|
4.4
|
%
|
246,817
|
|
3.7
|
%
|
|
305,418
|
|
4.8
|
%
|
312,532
|
|
5.0
|
%
|
||||
Online Lending
|
213,143
|
|
3.2
|
%
|
213,477
|
|
3.2
|
%
|
|
4,637
|
|
0.1
|
%
|
4,252
|
|
0.1
|
%
|
||||
Personal & Nondurable Consumer Products
|
213,796
|
|
3.4
|
%
|
193,046
|
|
2.8
|
%
|
|
10,604
|
|
0.2
|
%
|
11,034
|
|
0.2
|
%
|
||||
Pharmaceuticals
|
74,951
|
|
1.1
|
%
|
74,588
|
|
1.1
|
%
|
|
78,069
|
|
1.2
|
%
|
73,690
|
|
1.2
|
%
|
||||
Property Management
|
5,880
|
|
0.1
|
%
|
3,814
|
|
0.1
|
%
|
|
57,500
|
|
0.9
|
%
|
45,284
|
|
0.7
|
%
|
||||
Real Estate
|
462,895
|
|
7.1
|
%
|
512,245
|
|
7.8
|
%
|
|
353,506
|
|
5.5
|
%
|
355,236
|
|
5.7
|
%
|
||||
Retail
|
63
|
|
—
|
%
|
260
|
|
—
|
%
|
|
14,231
|
|
0.2
|
%
|
14,625
|
|
0.2
|
%
|
||||
Software & Computer Services
|
217,429
|
|
3.3
|
%
|
217,472
|
|
3.3
|
%
|
|
240,469
|
|
3.8
|
%
|
241,260
|
|
3.9
|
%
|
||||
Telecommunication Services
|
4,573
|
|
0.1
|
%
|
4,595
|
|
0.1
|
%
|
|
79,630
|
|
1.2
|
%
|
79,654
|
|
1.3
|
%
|
||||
Textiles, Apparel & Luxury Goods
|
252,200
|
|
3.8
|
%
|
252,200
|
|
3.8
|
%
|
|
275,023
|
|
4.3
|
%
|
259,690
|
|
4.2
|
%
|
||||
Transportation
|
70,392
|
|
1.1
|
%
|
63,792
|
|
1.0
|
%
|
|
112,676
|
|
1.8
|
%
|
69,116
|
|
1.1
|
%
|
||||
Subtotal
|
$
|
5,458,029
|
|
83.2
|
%
|
$
|
5,464,137
|
|
82.7
|
%
|
|
$
|
5,298,748
|
|
83.2
|
%
|
$
|
5,126,555
|
|
82.0
|
%
|
Structured Finance(1)
|
1,101,347
|
|
16.8
|
%
|
1,145,421
|
|
17.3
|
%
|
|
1,072,774
|
|
16.8
|
%
|
1,127,184
|
|
18.0
|
%
|
||||
Total Investments
|
$
|
6,559,376
|
|
100.0
|
%
|
$
|
6,609,558
|
|
100.0
|
%
|
|
$
|
6,371,522
|
|
100.0
|
%
|
$
|
6,253,739
|
|
100.0
|
%
|
(1)
|
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, 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
|
|
1,343,256
|
|
|
197,947
|
|
||
June 30, 2014
|
|
444,104
|
|
|
169,617
|
|
||
|
|
|
|
|
||||
September 30, 2014
|
|
887,205
|
|
|
863,144
|
|
||
December 31, 2014
|
|
522,705
|
|
|
224,076
|
|
||
March 31, 2015
|
|
219,111
|
|
|
108,124
|
|
||
June 30, 2015
|
|
459,967
|
|
|
437,729
|
|
(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
|
|
1557 Terrell Mill Road, LLC
|
|
Marietta, GA
|
|
12/28/2012
|
|
$
|
23,500
|
|
|
$
|
15,164
|
|
2
|
|
Lofton Place, LLC
|
|
Tampa, FL
|
|
4/30/2013
|
|
26,000
|
|
|
16,965
|
|
||
3
|
|
Vista Palma Sola, LLC
|
|
Bradenton, FL
|
|
4/30/2013
|
|
27,000
|
|
|
17,550
|
|
||
4
|
|
Arlington Park Marietta, LLC
|
|
Marietta, GA
|
|
5/8/2013
|
|
14,850
|
|
|
9,650
|
|
||
5
|
|
Cordova Regency, LLC
|
|
Pensacola, FL
|
|
11/15/2013
|
|
13,750
|
|
|
9,026
|
|
||
6
|
|
Crestview at Oakleigh, LLC
|
|
Pensacola, FL
|
|
11/15/2013
|
|
17,500
|
|
|
11,488
|
|
||
7
|
|
Inverness Lakes, LLC
|
|
Mobile, AL
|
|
11/15/2013
|
|
29,600
|
|
|
19,400
|
|
||
8
|
|
Kings Mill Pensacola, LLC
|
|
Pensacola, FL
|
|
11/15/2013
|
|
20,750
|
|
|
13,622
|
|
||
9
|
|
Plantations at Pine Lake, LLC
|
|
Tallahassee, FL
|
|
11/15/2013
|
|
18,000
|
|
|
11,817
|
|
||
10
|
|
Verandas at Rock Ridge, LLC
|
|
Birmingham, AL
|
|
11/15/2013
|
|
15,600
|
|
|
10,205
|
|
||
11
|
|
Plantations at Hillcrest, LLC
|
|
Mobile, AL
|
|
1/17/2014
|
|
6,930
|
|
|
4,972
|
|
||
12
|
|
Crestview at Cordova, LLC
|
|
Pensacola, FL
|
|
1/17/2014
|
|
8,500
|
|
|
4,950
|
|
||
13
|
|
Taco Bell, OK
|
|
Yukon, OK
|
|
6/4/2014
|
|
1,719
|
|
|
—
|
|
||
|
|
|
|
|
|
|
|
$
|
223,699
|
|
|
$
|
144,809
|
|
No.
|
|
Property Name
|
|
City
|
|
Acquisition
Date |
|
Purchase
Price |
|
Mortgage
Outstanding |
||||
1
|
|
146 Forest Parkway, LLC
|
|
Forest Park, GA
|
|
10/24/2012
|
|
$
|
7,400
|
|
|
$
|
—
|
|
2
|
|
5100 Live Oaks Blvd, LLC
|
|
Tampa, FL
|
|
1/17/2013
|
|
63,400
|
|
|
39,600
|
|
||
3
|
|
NPRC Carroll Resort, LLC
|
|
Pembroke Pines, FL
|
|
6/24/2013
|
|
225,000
|
|
|
157,500
|
|
||
4
|
|
APH Carroll 41, LLC
|
|
Marietta, GA
|
|
11/1/2013
|
|
30,600
|
|
|
22,097
|
|
||
5
|
|
Matthews Reserve II, LLC
|
|
Matthews, NC
|
|
11/19/2013
|
|
22,063
|
|
|
17,571
|
|
||
6
|
|
City West Apartments II, LLC
|
|
Orlando, FL
|
|
11/19/2013
|
|
23,562
|
|
|
18,533
|
|
||
7
|
|
Vinings Corner II, LLC
|
|
Smyrna, GA
|
|
11/19/2013
|
|
35,691
|
|
|
26,640
|
|
||
8
|
|
Uptown Park Apartments II, LLC
|
|
Altamonte Springs, FL
|
|
11/19/2013
|
|
36,590
|
|
|
27,471
|
|
||
9
|
|
Mission Gate II, LLC
|
|
Plano, TX
|
|
11/19/2013
|
|
47,621
|
|
|
36,148
|
|
||
10
|
|
St. Marin Apartments II, LLC
|
|
Coppell, TX
|
|
11/19/2013
|
|
73,078
|
|
|
53,863
|
|
||
11
|
|
APH Carroll Bartram Park, LLC
|
|
Jacksonville, FL
|
|
12/31/2013
|
|
38,000
|
|
|
28,500
|
|
||
12
|
|
APH Carroll Atlantic Beach, LLC
|
|
Atlantic Beach, FL
|
|
1/31/2014
|
|
13,025
|
|
|
8,916
|
|
||
13
|
|
23 Mile Road Self Storage, LLC
|
|
Chesterfield, MI
|
|
8/19/2014
|
|
5,804
|
|
|
4,350
|
|
||
14
|
|
36th Street Self Storage, LLC
|
|
Wyoming, MI
|
|
8/19/2014
|
|
4,800
|
|
|
3,600
|
|
||
15
|
|
Ball Avenue Self Storage, LLC
|
|
Grand Rapids, MI
|
|
8/19/2014
|
|
7,281
|
|
|
5,460
|
|
||
16
|
|
Ford Road Self Storage, LLC
|
|
Westland, MI
|
|
8/29/2014
|
|
4,642
|
|
|
3,480
|
|
||
17
|
|
Ann Arbor Kalamazoo Self Storage, LLC
|
|
Ann Arbor, MI
|
|
8/29/2014
|
|
4,458
|
|
|
3,345
|
|
||
18
|
|
Ann Arbor Kalamazoo Self Storage, LLC
|
|
Scio, MI
|
|
8/29/2014
|
|
8,927
|
|
|
6,695
|
|
||
19
|
|
Ann Arbor Kalamazoo Self Storage, LLC
|
|
Kalamazoo, MI
|
|
8/29/2014
|
|
2,363
|
|
|
1,775
|
|
||
20
|
|
Jolly Road Self Storage, LLC
|
|
Okemos, MI
|
|
1/16/2015
|
|
7,492
|
|
|
5,620
|
|
||
21
|
|
Eaton Rapids Road Self Storage, LLC
|
|
Lansing West, MI
|
|
1/16/2015
|
|
1,741
|
|
|
1,305
|
|
||
22
|
|
Haggerty Road Self Storage, LLC
|
|
Novi, MI
|
|
1/16/2015
|
|
6,700
|
|
|
5,025
|
|
||
23
|
|
Waldon Road Self Storage, LLC
|
|
Lake Orion, MI
|
|
1/16/2015
|
|
6,965
|
|
|
5,225
|
|
||
24
|
|
Tyler Road Self Storage, LLC
|
|
Ypsilanti, MI
|
|
1/16/2015
|
|
3,507
|
|
|
2,630
|
|
||
|
|
|
|
|
|
|
|
$
|
680,710
|
|
|
$
|
485,349
|
|
No.
|
|
Property Name
|
|
City
|
|
Acquisition
Date |
|
Purchase
Price |
|
Mortgage
Outstanding |
||||
1
|
|
Atlanta Eastwood Village LLC
|
|
Stockbridge, GA
|
|
12/12/2013
|
|
$
|
25,957
|
|
|
$
|
19,785
|
|
2
|
|
Atlanta Monterey Village LLC
|
|
Jonesboro, GA
|
|
12/12/2013
|
|
11,501
|
|
|
9,193
|
|
||
3
|
|
Atlanta Hidden Creek LLC
|
|
Morrow, GA
|
|
12/12/2013
|
|
5,098
|
|
|
3,619
|
|
||
4
|
|
Atlanta Meadow Springs LLC
|
|
College Park, GA
|
|
12/12/2013
|
|
13,116
|
|
|
10,180
|
|
||
5
|
|
Atlanta Meadow View LLC
|
|
College Park, GA
|
|
12/12/2013
|
|
14,354
|
|
|
11,141
|
|
||
6
|
|
Atlanta Peachtree Landing LLC
|
|
Fairburn, GA
|
|
12/12/2013
|
|
17,224
|
|
|
13,575
|
|
||
7
|
|
Taco Bell, MO
|
|
Marshall, MO
|
|
6/4/2014
|
|
1,405
|
|
|
—
|
|
||
8
|
|
Canterbury Green Apartments Holdings LLC
|
|
Fort Wayne, IN
|
|
9/29/2014
|
|
85,500
|
|
|
65,825
|
|
||
9
|
|
Abbie Lakes OH Partners, LLC
|
|
Canal Winchester, OH
|
|
9/30/2014
|
|
12,600
|
|
|
10,440
|
|
||
10
|
|
Kengary Way OH Partners, LLC
|
|
Reynoldsburg, OH
|
|
9/30/2014
|
|
11,500
|
|
|
11,000
|
|
||
11
|
|
Lakeview Trail OH Partners, LLC
|
|
Canal Winchester, OH
|
|
9/30/2014
|
|
26,500
|
|
|
20,142
|
|
||
12
|
|
Lakepoint OH Partners, LLC
|
|
Pickerington, OH
|
|
9/30/2014
|
|
11,000
|
|
|
10,080
|
|
||
13
|
|
Sunbury OH Partners, LLC
|
|
Columbus, OH
|
|
9/30/2014
|
|
13,000
|
|
|
10,480
|
|
||
14
|
|
Heatherbridge OH Partners, LLC
|
|
Blacklick, OH
|
|
9/30/2014
|
|
18,416
|
|
|
15,480
|
|
||
15
|
|
Jefferson Chase OH Partners, LLC
|
|
Blacklick, OH
|
|
9/30/2014
|
|
13,551
|
|
|
12,240
|
|
||
16
|
|
Goldenstrand OH Partners, LLC
|
|
Hilliard, OH
|
|
10/29/2014
|
|
7,810
|
|
|
8,040
|
|
||
|
|
|
|
|
|
|
|
$
|
288,532
|
|
|
$
|
231,220
|
|
|
June 30, 2015
|
|
June 30, 2014
|
||||||||||||
|
Maximum Draw Amount
|
|
Amount Outstanding
|
|
Maximum Draw Amount
|
|
Amount Outstanding
|
||||||||
Revolving Credit Facility
|
$
|
885,000
|
|
|
$
|
368,700
|
|
|
$
|
857,500
|
|
|
$
|
92,000
|
|
Convertible Notes
|
1,239,500
|
|
|
1,239,500
|
|
|
1,247,500
|
|
|
1,247,500
|
|
||||
Public Notes
|
548,094
|
|
|
548,094
|
|
|
647,881
|
|
|
647,881
|
|
||||
Prospect Capital InterNotes®
|
827,442
|
|
|
827,442
|
|
|
785,670
|
|
|
785,670
|
|
||||
Total
|
$
|
3,500,036
|
|
|
$
|
2,983,736
|
|
|
$
|
3,538,551
|
|
|
$
|
2,773,051
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than 1 Year
|
|
1 – 3 Years
|
|
3 – 5 Years
|
|
After 5 Years
|
||||||||||
Revolving Credit Facility
|
$
|
368,700
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
368,700
|
|
|
$
|
—
|
|
Convertible Notes
|
1,239,500
|
|
|
150,000
|
|
|
497,500
|
|
|
592,000
|
|
|
—
|
|
|||||
Public Notes
|
548,094
|
|
|
—
|
|
|
—
|
|
|
300,000
|
|
|
248,094
|
|
|||||
Prospect Capital InterNotes®
|
827,442
|
|
|
—
|
|
|
54,509
|
|
|
369,938
|
|
|
402,995
|
|
|||||
Total Contractual Obligations
|
$
|
2,983,736
|
|
|
$
|
150,000
|
|
|
$
|
552,009
|
|
|
$
|
1,630,638
|
|
|
$
|
651,089
|
|
|
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
|
|
|
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, 2015(1)(2)
|
89.9752
|
|
|
80.2196
|
|
|
87.7516
|
|
|
83.6661
|
|
|
79.8248
|
|
|
80.6670
|
|
||||||
Conversion price at June 30, 2015(2)(3)
|
$
|
11.11
|
|
|
$
|
12.47
|
|
|
$
|
11.40
|
|
|
$
|
11.95
|
|
|
$
|
12.53
|
|
|
$
|
12.40
|
|
Last conversion price calculation date
|
12/21/2014
|
|
|
2/18/2015
|
|
|
4/16/2015
|
|
|
8/14/2014
|
|
|
12/21/2014
|
|
|
4/11/2015
|
|
||||||
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, 2015 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
|
|||
5.25
|
|
$
|
7,126
|
|
|
4.625%
|
|
4.625
|
%
|
|
August 15, 2020 – September 15, 2020
|
5.5
|
|
106,364
|
|
|
4.25%–4.75%
|
|
4.63
|
%
|
|
May 15, 2020 – November 15, 2020
|
|
6
|
|
2,197
|
|
|
3.375%
|
|
3.375
|
%
|
|
April 15, 2021 – May 15, 2021
|
|
6.5
|
|
3,912
|
|
|
5.10%
|
|
5.10
|
%
|
|
December 15, 2021
|
|
7
|
|
6,097
|
|
|
5.10%
|
|
5.10
|
%
|
|
May 15, 2022 – June 15, 2022
|
|
|
|
$
|
125,696
|
|
|
|
|
|
|
|
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
|
|
207,915
|
|
|
4.25%–5.00%
|
|
4.92
|
%
|
|
July 15, 2018 – May 15, 2019
|
|
5.5
|
|
53,820
|
|
|
4.75%–5.00%
|
|
4.86
|
%
|
|
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
|
|||
3
|
|
$
|
5,710
|
|
|
4.00%
|
|
4.00
|
%
|
|
October 15, 2016
|
3.5
|
|
3,109
|
|
|
4.00%
|
|
4.00
|
%
|
|
April 15, 2017
|
|
4
|
|
45,690
|
|
|
3.75%–4.00%
|
|
3.92
|
%
|
|
November 15, 2017 – May 15, 2018
|
|
5
|
|
207,719
|
|
|
4.25%–5.00%
|
|
4.92
|
%
|
|
July 15, 2018 – May 15, 2019
|
|
5.25
|
|
7,126
|
|
|
4.625%
|
|
4.63
|
%
|
|
August 15, 2020 – September 15, 2020
|
|
5.5
|
|
115,184
|
|
|
4.25%–5.00%
|
|
4.65
|
%
|
|
February 15, 2019 – November 15, 2020
|
|
6.0
|
|
2,197
|
|
|
3.375%
|
|
3.38
|
%
|
|
April 15, 2021 – May 15, 2021
|
|
6.5
|
|
5,712
|
|
|
5.10%–5.50%
|
|
5.23
|
%
|
|
February 15, 2020 – December 15, 2021
|
|
7
|
|
191,549
|
|
|
4.00%–5.85%
|
|
5.13
|
%
|
|
September 15, 2019 – June 15, 2022
|
|
7.5
|
|
1,996
|
|
|
5.75%
|
|
5.75
|
%
|
|
February 15, 2021
|
|
10
|
|
36,925
|
|
|
3.29%–7.00%
|
|
6.11
|
%
|
|
March 15, 2022 – May 15, 2024
|
|
12
|
|
2,978
|
|
|
6.00%
|
|
6.00
|
%
|
|
November 15, 2025 – December 15, 2025
|
|
15
|
|
17,385
|
|
|
5.00%–6.00%
|
|
5.14
|
%
|
|
May 15, 2028 – November 15, 2028
|
|
18
|
|
22,729
|
|
|
4.125%–6.25%
|
|
5.52
|
%
|
|
December 15, 2030 – August 15, 2031
|
|
20
|
|
4,530
|
|
|
5.75%–6.00%
|
|
5.89
|
%
|
|
November 15, 2032 – October 15, 2033
|
|
25
|
|
36,320
|
|
|
6.25%–6.50%
|
|
6.39
|
%
|
|
August 15, 2038 – May 15, 2039
|
|
30
|
|
120,583
|
|
|
5.50%–6.75%
|
|
6.23
|
%
|
|
November 15, 2042 – October 15, 2043
|
|
|
|
$
|
827,442
|
|
|
|
|
|
|
|
|
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
|
|
207,915
|
|
|
4.25%–5.00%
|
|
4.92
|
%
|
|
July 15, 2018 – August 15, 2019
|
|
5.5
|
|
8,820
|
|
|
5.00%
|
|
4.86
|
%
|
|
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
|
|
|
|
|
|
|
|
|
|
June 30, 2015
|
|
June 30, 2014
|
||||
Net assets
|
|
$
|
3,703,049
|
|
|
$
|
3,618,182
|
|
Shares of common stock issued and outstanding
|
|
359,090,759
|
|
|
342,626,637
|
|
||
Net asset value per share
|
|
$
|
10.31
|
|
|
$
|
10.56
|
|
|
Year Ended June 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Interest income
|
$
|
748,974
|
|
|
$
|
613,741
|
|
|
$
|
435,455
|
|
Dividend income
|
7,663
|
|
|
26,837
|
|
|
82,705
|
|
|||
Other income
|
34,447
|
|
|
71,713
|
|
|
58,176
|
|
|||
Total investment income
|
$
|
791,084
|
|
|
$
|
712,291
|
|
|
$
|
576,336
|
|
|
|
|
|
|
|
||||||
Average debt principal of performing investments
|
$
|
6,183,163
|
|
|
$
|
4,886,910
|
|
|
$
|
2,878,417
|
|
Weighted average interest rate earned on performing debt and equity investments
|
12.11
|
%
|
|
12.56
|
%
|
|
15.13
|
%
|
|
Year Ended June 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Interest on borrowings
|
$
|
149,312
|
|
|
$
|
111,900
|
|
|
$
|
62,657
|
|
Amortization of deferred financing costs
|
14,266
|
|
|
11,491
|
|
|
8,232
|
|
|||
Accretion of discount on Public Notes
|
213
|
|
|
156
|
|
|
50
|
|
|||
Facility commitment fees
|
6,869
|
|
|
6,556
|
|
|
5,402
|
|
|||
Total interest and credit facility expenses
|
$
|
170,660
|
|
|
$
|
130,103
|
|
|
$
|
76,341
|
|
|
|
|
|
|
|
||||||
Average principal debt outstanding
|
$
|
2,830,727
|
|
|
$
|
1,984,164
|
|
|
$
|
1,066,368
|
|
Weighted average stated interest rate on borrowings(1)
|
5.27
|
%
|
|
5.64
|
%
|
|
5.88
|
%
|
|||
Weighted average interest rate on borrowings(2)
|
6.03
|
%
|
|
6.56
|
%
|
|
7.16
|
%
|
|||
Revolving Credit Facility amount at beginning of period
|
$
|
857,500
|
|
|
$
|
552,500
|
|
|
$
|
492,500
|
|
(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.
|
•
|
$0.08333 per share for September 2015 to holders of record on September 30, 2015 with a payment date of October 22, 2015; and
|
•
|
$0.08333 per share for October 2015 to holders of record on October 30, 2015 with a payment date of November 19, 2015.
|
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.
|
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;
|
•
|
our contractual arrangements and relationships with third parties;
|
•
|
the dependence of our future success on the general economy and its impact on the industries in which we invest;
|
•
|
the ability of our portfolio companies to achieve their objectives;
|
•
|
difficulty in obtaining financing or raising capital, especially in the current credit and equity environment;
|
•
|
the level and volatility of prevailing interest rates and credit spreads, magnified by the current turmoil in the credit markets;
|
•
|
adverse developments in the availability of desirable loan and investment opportunities whether they are due to competition, regulation or otherwise;
|
•
|
a compression of the yield on our investments and the cost of our liabilities, as well as the level of leverage available to us;
|
•
|
our regulatory structure and tax treatment, including our ability to operate as a business development company and a regulated investment company;
|
•
|
the adequacy of our cash resources and working capital;
|
•
|
the timing of cash flows, if any, from the operations of our portfolio companies;
|
•
|
the ability of the Investment Adviser to locate suitable investments for us and to monitor and administer our investments; and
|
•
|
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.
|
Credit Facility
|
|
Total Amount
Outstanding(1)
|
|
Asset
Coverage per
Unit(2)
|
|
Involuntary
Liquidating
Preference per
Unit(3)
|
|
Average
Market
Value per
Unit(4)
|
||||||
Fiscal 2015 (as of June 30, 2015)
|
|
$
|
368,700
|
|
|
$
|
18,136
|
|
|
—
|
|
|
—
|
|
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
|
|
|
—
|
|
|
—
|
|
||
|
|
|
|
|
|
|
|
|
||||||
2015 Notes
|
|
|
|
|
|
|
|
|
||||||
Fiscal 2015 (as of June 30, 2015)
|
|
$
|
150,000
|
|
|
$
|
44,579
|
|
|
—
|
|
|
—
|
|
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 2015 (as of June 30, 2015)
|
|
$
|
167,500
|
|
|
$
|
39,921
|
|
|
—
|
|
|
—
|
|
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 2015 (as of June 30, 2015)
|
|
$
|
130,000
|
|
|
$
|
51,437
|
|
|
—
|
|
|
—
|
|
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 2015 (as of June 30, 2015)
|
|
$
|
200,000
|
|
|
$
|
33,434
|
|
|
—
|
|
|
—
|
|
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 2015 (as of June 30, 2015)
|
|
$
|
200,000
|
|
|
$
|
33,434
|
|
|
—
|
|
|
—
|
|
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 2015 (as of June 30, 2015)
|
|
$
|
300,000
|
|
|
$
|
22,289
|
|
|
—
|
|
|
—
|
|
Fiscal 2014 (as of June 30, 2014)
|
|
300,000
|
|
|
21,304
|
|
|
—
|
|
|
—
|
|
||
|
|
|
|
|
|
|
|
|
|
|
Total Amount
Outstanding(1)
|
|
Asset
Coverage per
Unit(2)
|
|
Involuntary
Liquidating
Preference per
Unit(3)
|
|
Average
Market
Value per
Unit(4)
|
||||||
2020 Notes
|
|
|
|
|
|
|
|
|
||||||
Fiscal 2015 (as of June 30, 2015)
|
|
$
|
392,000
|
|
|
$
|
17,058
|
|
|
—
|
|
|
—
|
|
Fiscal 2014 (as of June 30, 2014)
|
|
400,000
|
|
|
15,978
|
|
|
—
|
|
|
—
|
|
||
|
|
|
|
|
|
|
|
|
||||||
2022 Notes(5)
|
|
|
|
|
|
|
|
|
||||||
Fiscal 2015 (as of June 30, 2015)
|
|
$
|
—
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
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
|
|
||
|
|
|
|
|
|
|
|
|
||||||
2023 Notes
|
|
|
|
|
|
|
|
|
||||||
Fiscal 2015 (as of June 30, 2015)
|
|
$
|
248,094
|
|
|
$
|
26,953
|
|
|
—
|
|
|
—
|
|
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 2015 (as of June 30, 2015)
|
|
$
|
827,442
|
|
|
$
|
8,081
|
|
|
—
|
|
|
—
|
|
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 2015 (as of June 30, 2015)
|
|
$
|
2,983,736
|
|
|
$
|
2,241
|
|
|
—
|
|
|
—
|
|
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.
|
(5)
|
We redeemed the 2022 Notes on May 15, 2015.
|
(6)
|
While we do not consider commitments to fund under revolving arrangements to be Senior Securities, if we were to elect to treat such unfunded commitments as Senior Securities for purposes of Section 18 of the 1940 Act, our asset coverage per unit would be $2,205.
|
|
|
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, 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
|
|
$
|
10.47
|
|
|
$
|
11.00
|
|
|
$
|
9.90
|
|
|
5.1
|
%
|
|
(5.4
|
)%
|
|
$
|
0.331500
|
|
|
Second quarter
|
|
10.35
|
|
|
9.92
|
|
|
8.11
|
|
|
(4.2
|
)%
|
|
(21.6
|
)%
|
|
0.331725
|
|
|
||||
Third quarter
|
|
10.30
|
|
|
8.81
|
|
|
8.23
|
|
|
(14.5
|
)%
|
|
(20.1
|
)%
|
|
0.277285
|
|
|
||||
Fourth quarter
|
|
10.31
|
|
|
8.65
|
|
|
7.22
|
|
|
(16.1
|
)%
|
|
(30.0
|
)%
|
|
0.250000
|
|
|
||||
Twelve Months Ending June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First quarter
|
|
(3)(4)
|
$
|
7.99
|
|
|
$
|
6.98
|
|
|
(4)
|
(4)
|
$
|
0.250000
|
|
(5)
|
|||||||
Second quarter (through October 8, 2015)
|
|
(3)(4)
|
7.57
|
|
|
7.34
|
|
|
(4)
|
(4)
|
0.016333
|
|
(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 $10.35 on an as adjusted basis solely to give effect to our issuance of 490,473 shares of our common stock since June 30, 2015 in connection with our dividend reinvestment plan and our repurchase of 4,458,750 shares of our common stock during the period from July 28, 2015 through October 2, 2015 (with settlement dates of July 31, 2015 to October 7, 2015), $0.04 higher than the $10.31 determined by us as of June 30, 2015. NAV per share as of September 30, 2015, may be higher or lower than $10.35 based on potential changes in valuations, issuances of securities, dividends paid and earnings for the quarter then ended.
|
(3)
|
NAV has not yet been finally determined for any day after June 30, 2015.
|
(4)
|
On August 24, 2015, Prospect announced the declaration of monthly dividends in the following amounts and with the following dates:
|
•
|
$0.08333 per share for September 2015 to holders of record on September 30, 2015 with a payment date of October 22, 2015; and
|
•
|
$0.08333 per share for October 2015 to holders of record on October 31, 2015 with a payment date of November 19, 2015.
|
Title of Class
|
|
Amount Authorized
|
|
Amount Held by Registrant or for its Account
|
|
Amount Outstanding
|
|||
Common Stock
|
|
1,000,000,000
|
|
|
—
|
|
|
355,172,482
|
|
|
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, 2015(1)(2)
|
89.9752
|
|
|
80.2196
|
|
|
87.7516
|
|
|
83.6661
|
|
|
79.8248
|
|
|
80.6670
|
|
||||||
Conversion price at June 30, 2015(2)(3)
|
$
|
11.11
|
|
|
$
|
12.47
|
|
|
$
|
11.40
|
|
|
$
|
11.95
|
|
|
$
|
12.53
|
|
|
$
|
12.40
|
|
Last conversion price calculation date
|
12/21/2014
|
|
|
2/18/2015
|
|
|
4/16/2015
|
|
|
8/14/2015
|
|
|
12/21/2014
|
|
|
4/11/2015
|
|
||||||
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, 2015 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
|
|||
5.25
|
|
$
|
7,126
|
|
|
4.625%
|
|
4.625
|
%
|
|
August 15, 2020 – September 15, 2020
|
5.5
|
|
106,364
|
|
|
4.25%–4.75%
|
|
4.63
|
%
|
|
May 15, 2020 – November 15, 2020
|
|
6
|
|
2,197
|
|
|
3.375%
|
|
3.375
|
%
|
|
April 15, 2021 – May 15, 2021
|
|
6.5
|
|
3,912
|
|
|
5.10%
|
|
5.10
|
%
|
|
December 15, 2021
|
|
7
|
|
6,097
|
|
|
5.10%
|
|
5.10
|
%
|
|
May 15, 2022 – June 15, 2022
|
|
|
|
$
|
125,696
|
|
|
|
|
|
|
|
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
|
|
207,915
|
|
|
4.25%–5.00%
|
|
4.92
|
%
|
|
July 15, 2018 – May 15, 2019
|
|
5.5
|
|
53,820
|
|
|
4.75%–5.00%
|
|
4.86
|
%
|
|
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
|
|||
3
|
|
$
|
5,710
|
|
|
4.00%
|
|
4.00
|
%
|
|
October 15, 2016
|
3.5
|
|
3,109
|
|
|
4.00%
|
|
4.00
|
%
|
|
April 15, 2017
|
|
4
|
|
45,690
|
|
|
3.75%–4.00%
|
|
3.92
|
%
|
|
November 15, 2017 – May 15, 2018
|
|
5
|
|
207,719
|
|
|
4.25%–5.00%
|
|
4.92
|
%
|
|
July 15, 2018 – May 15, 2019
|
|
5.25
|
|
7,126
|
|
|
4.625%
|
|
4.63
|
%
|
|
August 15, 2020 – September 15, 2020
|
|
5.5
|
|
115,184
|
|
|
4.25%–5.00%
|
|
4.65
|
%
|
|
February 15, 2019 – November 15, 2020
|
|
6.0
|
|
2,197
|
|
|
3.375%
|
|
3.38
|
%
|
|
April 15, 2021 – May 15, 2021
|
|
6.5
|
|
5,712
|
|
|
5.10%–5.50%
|
|
5.23
|
%
|
|
February 15, 2020 – December 15, 2021
|
|
7
|
|
191,549
|
|
|
4.00%–5.85%
|
|
5.13
|
%
|
|
September 15, 2019 – June 15, 2022
|
|
7.5
|
|
1,996
|
|
|
5.75%
|
|
5.75
|
%
|
|
February 15, 2021
|
|
10
|
|
36,925
|
|
|
3.29%–7.00%
|
|
6.11
|
%
|
|
March 15, 2022 – May 15, 2024
|
|
12
|
|
2,978
|
|
|
6.00%
|
|
6.00
|
%
|
|
November 15, 2025 – December 15, 2025
|
|
15
|
|
17,385
|
|
|
5.00%–6.00%
|
|
5.14
|
%
|
|
May 15, 2028 – November 15, 2028
|
|
18
|
|
22,729
|
|
|
4.125%–6.25%
|
|
5.52
|
%
|
|
December 15, 2030 – August 15, 2031
|
|
20
|
|
4,530
|
|
|
5.75%–6.00%
|
|
5.89
|
%
|
|
November 15, 2032 – October 15, 2033
|
|
25
|
|
36,320
|
|
|
6.25%–6.50%
|
|
6.39
|
%
|
|
August 15, 2038 – May 15, 2039
|
|
30
|
|
120,583
|
|
|
5.50%–6.75%
|
|
6.23
|
%
|
|
November 15, 2042 – October 15, 2043
|
|
|
|
$
|
827,442
|
|
|
|
|
|
|
|
|
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
|
|
207,915
|
|
|
4.25%–5.00%
|
|
4.92
|
%
|
|
July 15, 2018 – August 15, 2019
|
|
5.5
|
|
8,820
|
|
|
5.00%
|
|
4.86
|
%
|
|
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
|
|
|
|
|
|
|
|
•
|
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, 72
|
|
Director
|
|
Class II Director from 2006 to 2009; Class I Director since April 2010; Term expires 2017
|
|
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 Income Fund, Inc. since October 28, 2012(3), Pathway Energy Infrastructure Fund, Inc. since February 19, 2013(3)
|
Eugene S. Stark, 57
|
|
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 Income Fund, Inc. since October 28, 2012(3), Pathway Energy Infrastructure Fund, Inc. since February 19, 2013(3)
|
Andrew C. Cooper, 53
|
|
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 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 2017.
|
(2)
|
The Fund Complex consists of the Company, Priority 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, 63(3)
|
|
Director, Chairman of the Board of Directors, and Chief Executive Officer
|
|
Class III Director since April 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, 42(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 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 Income Fund, Inc. since July 31, 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 2017.
|
(2)
|
The Fund Complex consists of the Company, Priority 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, 54
|
|
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. Since December 2014 has served as CFO, Chief Compliance Officer, Treasurer and Secretary of Priority Income Fund Inc. and Pathway Infrastructure Fund, Inc.
|
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)
|
|
$
|
125,000
|
|
|
None
|
|
$
|
125,000
|
|
William J. Gremp(4)
|
|
$
|
125,000
|
|
|
None
|
|
$
|
125,000
|
|
Eugene S. Stark(5)
|
|
$
|
125,000
|
|
|
None
|
|
$
|
125,000
|
|
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)
|
|
$
|
3,694,588
|
|
Quarterly Hurdle Rate
|
|
1.75
|
%
|
|
Current Quarter Hurdle
|
|
$
|
64,655
|
|
125% of the Quarterly Hurdle Rate
|
|
2.1875
|
%
|
|
125% of the Current Quarter Hurdle
|
|
$
|
80,819
|
|
Current Quarter Pre Incentive Fee Net Investment Income
|
|
$
|
111,897
|
|
Incentive Fee—“Catch-Up”
|
|
$
|
16,164
|
|
Incentive Fee—20% in excess of 125% of the Current Quarter Hurdle
|
|
$
|
6,216
|
|
Total Current Quarter Incentive Fee
|
|
$
|
22,379
|
|
(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%)
= 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 of Directors concluded that Prospect Capital Management was delivering results consistent with our investment objective and that our investment performance was satisfactory when compared to comparable business development companies.
|
•
|
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
|
|
11
|
|
M. Grier Eliasek
|
|
President and Chief Operating Officer
|
|
11
|
|
Name
|
|
Aggregate Dollar Range of Common Stock Beneficially Owned by Portfolio Managers
|
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
|
|
6,619,765
|
|
1.9
|
%
|
(1)
|
Based on a total of 355,172,482 shares of our common stock issued and outstanding as of October 5, 2015.
|
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
|
|
|
|
|
|
|
|||
American Property REIT Corp.
|
Real Estate (Various)
|
Senior Secured Term Loan (6.00% (LIBOR + 4.00% with 2.00% LIBOR floor) plus 5.50% PIK, due 4/1/2019)
|
First priority lien
|
|
|
78,077
|
|
||
|
|
Common Stock (301,845 shares)
|
|
100
|
%
|
32,098
|
|
|
|
|
|
Net Operating Income Interest (5% of Net Operating Income)
|
|
5
|
%
|
8,081
|
|
|
|
Arctic Energy Services, LLC
|
Oil & Gas Services (Wyoming)
|
Senior Secured Term Loan (12.00% (LIBOR + 9.00% with 3.00% LIBOR floor), due 5/5/2019)
|
First priority lien
|
|
|
31,640
|
|
||
|
|
Senior Subordinated Term Loan (14.00% (LIBOR + 11.00% with 3.00% LIBOR floor), due 5/5/2019)
|
Second priority lien
|
|
|
20,230
|
|
||
|
|
Class A Units (700 units)
|
|
70
|
%
|
8,374
|
|
|
|
|
|
Class C Units (10 units)
|
|
70
|
%
|
120
|
|
|
|
CCPI Inc.
|
Manufacturing (Ohio)
|
Senior Secured Term Loan A (10.00%, due 12/31/2017)
|
First priority lien
|
|
|
16,763
|
|
||
|
|
Senior Secured Term Loan B (12.00% plus 7.00% PIK, due 12/31/2017)
|
First priority lien
|
|
|
8,844
|
|
||
|
|
Common Stock (14,857 shares)
|
|
95
|
%
|
15,745
|
|
|
|
CP Energy Services Inc.
|
Oil & Gas Services (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
|
|
|
74,493
|
|
||
|
|
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
|
|
|
5,481
|
|
||
|
|
Common Stock (2,924 shares)
|
|
82
|
%
|
|
|
||
Credit Central Loan Company, LLC
|
Consumer Finance (South Carolina)
|
Subordinated Term Loan (10.00% plus 10.00% PIK, due 6/26/2019)(1)
|
Second priority lien
|
|
|
36,333
|
|
||
|
|
Class A Shares (7,500,000 shares)(1)
|
|
75
|
%
|
14,529
|
|
|
|
|
|
Net Revenues Interest (25% of Net Revenues)(1)
|
|
25
|
%
|
4,310
|
|
|
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)
|
||
|
|
Senior Secured Term Loan B to ACL Loan Holdings, Inc. (14.00% (LIBOR + 12.00% with 2.00% LIBOR floor) plus 4.50% PIK, due 4/1/2019)
|
First priority lien
|
|
|
30,582
|
|
||
|
|
Common Stock (643,175 shares)
|
|
100
|
%
|
87,002
|
|
|
|
|
|
Net Operating Income Interest (5% of Net Operating Income)
|
|
5
|
%
|
19,673
|
|
|
|
Nationwide Loan Company LLC
(f/k/a Nationwide Acceptance LLC)
|
Consumer Finance (Illinois)
|
Senior Subordinated Term Loan to Nationwide Acceptance LLC (10.00% plus 10.00% PIK, due 6/18/2019)(1)
|
Second priority lien
|
|
|
14,820
|
|
||
|
|
Class A Shares (26,974,454.27 shares)(1)
|
|
94
|
%
|
19,730
|
|
|
|
NMMB, Inc.
|
Media (New York)
|
Senior Secured Note (14.00%, due 5/6/2016)
|
First priority lien
|
|
|
3,714
|
|
||
|
|
Senior Secured Note to Armed Forces Communications, Inc. (14.00%, due 5/6/2016)
|
First priority lien
|
|
|
7,000
|
|
||
|
|
Series A Preferred Stock (7,200 shares)
|
|
52
|
%
|
1,338
|
|
|
|
|
|
Series B Preferred Stock (5,669 shares)
|
|
41
|
%
|
—
|
|
|
|
R-V Industries, Inc.
|
Manufacturing (Pennsylvania)
|
Senior Subordinated Note (10.00% (LIBOR + 9.00% with 1.00% LIBOR floor), due 6/12/2018)
|
Second priority lien
|
|
|
29,237
|
|
||
|
|
Common Stock (545,107 shares)
|
|
65
|
%
|
8,246
|
|
|
|
|
|
Warrant (to purchase 200,000 shares of Common Stock, expires 6/30/2017)
|
|
24
|
%
|
3,025
|
|
|
|
United Property REIT Corp.
|
Real Estate (Various)
|
Senior Term Loan (6.00% (LIBOR + 4.00% with 2.00% LIBOR floor) plus 5.50% PIK, due 4/1/2019)
|
First priority lien
|
|
|
62,768
|
|
||
|
|
Common Stock (74,449 shares)
|
|
100
|
%
|
11,216
|
|
|
|
|
|
Net Operating Income Interest (5% of Net Operating Income)
|
|
5
|
%
|
10,701
|
|
|
|
Valley Electric Company, Inc.
|
Construction & Engineering (Washington)
|
Senior Secured Note to Valley Electric Co. of Mt. Vernon, Inc. (8.00% (LIBOR + 5.00% with 3.00% LIBOR floor) plus 2.50% PIK, due 12/31/2017)
|
First priority lien
|
|
|
10,340
|
|
||
|
|
Senior Secured Note (10.00% plus 8.50% PIK, due 12/31/2018)
|
First priority lien
|
|
|
20,157
|
|
||
|
|
Common Stock (50,000 shares)
|
|
95
|
%
|
—
|
|
|
|
Wolf Energy, LLC
|
Oil & Gas Production (Kansas)
|
Senior Secured Promissory Note secured by assets formerly owned by H&M (18.00%, in non-accrual status effective 4/15/2013, due 4/15/2018)
|
First priority lien
|
|
|
—
|
|
||
|
|
Membership Interest (100%)
|
|
100
|
%
|
—
|
|
|
|
|
|
Net Profits Interest (8% of Equity Distributions)
|
|
8
|
%
|
22
|
|
|
|
Companies 5% to 25% owned
|
|
|
|
|
|
||||
BNN Holdings Corp. (f/k/a Biotronic NeuroNetwork)
|
Healthcare (Michigan)
|
Senior Term Loan A (6.50% (LIBOR + 5.50% with 1.00% LIBOR floor), due 8/29/2019)
|
First priority lien
|
|
|
21,182
|
|
||
Senior Term Loan B (11.50% (LIBOR + 10.50% with 1.00% LIBOR floor), due 8/29/2019)
|
First priority lien
|
|
|
21,740
|
|
||||
Series A Preferred Stock (9,925.455 shares)
|
|
10
|
%
|
2,569
|
|
|
|||
Series B Preferred Stock (1,753.636 shares)
|
|
1
|
%
|
454
|
|
|
|||
Companies less than 5% owned
|
|
|
|
|
|
||||
Aderant North America, Inc.
|
Software & Computer Services (Georgia)
|
Second Lien Term Loan (10.00% (LIBOR + 8.75% with 1.25% LIBOR floor), due 6/20/2019)
|
Second priority lien
|
|
|
7,000
|
|
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)
|
||
AFI Shareholder, LLC
(f/k/a Aircraft Fasteners International, LLC)
|
Machinery (California)
|
Class A Units (32,500 units)
|
|
1
|
%
|
563
|
|
|
|
Airmall Inc.
|
Property Management (Pennsylvania)
|
Escrow Receivable
|
|
|
3,814
|
|
|
||
Ajax Rolled Ring & Machine, LLC
|
Manufacturing (South Carolina)
|
Escrow Receivable
|
|
|
2,170
|
|
|
||
ALG USA Holdings, LLC
|
Hotels, Restaurants & Leisure (Pennsylvania)
|
Second Lien Term Loan (10.25% (LIBOR + 9.00% with 1.25% LIBOR floor), due 2/28/2020)
|
Second priority lien
|
|
|
11,771
|
|
||
American Gilsonite Company
|
Hotels, Restaurants & Leisure (Pennsylvania)
|
Second Lien Term Loan (11.50%, due 9/1/2017)
|
Second priority lien
|
|
|
14,287
|
|
||
|
|
Membership Interest (99.9999%)
|
|
2
|
%
|
—
|
|
|
|
Apidos CLO IX
|
Structured Finance (Cayman Islands)
|
Subordinated Notes (Residual Interest, current yield 22.56%)(1)
|
|
|
22,325
|
|
|
||
Apidos CLO XI
|
Structured Finance (Cayman Islands)
|
Subordinated Notes (Residual Interest, current yield 15.64%)(1)
|
|
|
32,108
|
|
|
||
Apidos CLO XII
|
Structured Finance (Cayman Islands)
|
Subordinated Notes (Residual Interest, current yield 17.68%)(1)
|
|
|
38,817
|
|
|
||
Apidos CLO XV
|
Structured Finance (Cayman Islands)
|
Subordinated Notes (Residual Interest, current yield 15.07%)(1)
|
|
|
30,911
|
|
|
||
Arctic Glacier U.S.A., Inc.
|
Food Products (Minnesota)
|
Second Lien Term Loan (10.50% (LIBOR + 9.25% with 1.25% LIBOR floor), due 11/10/2019)
|
Second priority lien
|
|
|
149,180
|
|
||
Ark-La-Tex Wireline Services, LLC
|
Oil & Gas Services (Louisiana)
|
Senior Secured Term Loan A (6.50% (LIBOR + 5.50% with 1.00% LIBOR floor), due 4/8/2019)
|
First priority lien
|
|
|
20,042
|
|
||
|
|
Senior Secured Term Loan B (10.50% (LIBOR + 9.50% with 1.00% LIBOR floor), due 4/8/2019)
|
First priority lien
|
|
|
21,675
|
|
||
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
|
|
|
6,480
|
|
||
Atlantis Health Care Group (Puerto Rico), Inc.
|
Healthcare (Puerto Rico)
|
Revolving Line of Credit – $4,000 Commitment (13.00% (LIBOR + 11.00% with 2.00% LIBOR floor), due 8/21/2016)
|
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
|
|
|
35,189
|
|
||
BAART Programs, Inc.
|
Healthcare (California)
|
Revolving Line of Credit – $5,000 Commitment (8.75% (LIBOR + 8.25% with 0.50% LIBOR floor), due 6/30/2018)
|
First priority lien
|
|
|
1,000
|
|
||
|
|
Senior Secured Term Loan A (6.25% (LIBOR + 5.75% with 0.50% LIBOR floor), due 6/30/2020)
|
First priority lien
|
|
|
21,500
|
|
||
|
|
Senior Secured Term Loan B (11.25% (LIBOR + 10.75% with 0.50% LIBOR floor), due 6/30/2020)
|
First priority lien
|
|
|
21,500
|
|
||
|
|
Delayed Draw Term Loan – $10,500 Commitment (expires 12/31/2015)
|
First priority lien
|
|
|
—
|
|
||
|
|
|
|
|
|
|
|||
Babson CLO Ltd. 2014-III
|
Structured Finance (Cayman Islands)
|
Subordinated Notes (Residual Interest, current yield 14.25%)(1)
|
|
|
47,148
|
|
|
||
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
|
|
|
252,200
|
|
||
Brookside Mill CLO Ltd.
|
Structured Finance (Cayman Islands)
|
Subordinated Notes (Residual Interest, current yield 19.25%)(1)
|
|
|
24,566
|
|
|
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)
|
||
Caleel + Hayden, LLC
|
Personal & Nondurable Consumer Products (Colorado)
|
Membership Interest
|
|
3
|
%
|
227
|
|
|
|
Capstone Logistics Acquisition, Inc.
|
Business Services (Georgia)
|
Second Lien Term Loan (9.25% (LIBOR + 8.25% with 1.00% LIBOR floor), due 10/7/2022)
|
Second priority lien
|
|
|
101,891
|
|
||
Cent CLO 17 Limited
|
Structured Finance (Cayman Islands)
|
Subordinated Notes (Residual Interest, current yield 14.90%)(1)
|
|
|
20,922
|
|
|
||
Cent CLO 20 Limited
|
Structured Finance (Cayman Islands)
|
Subordinated Notes (Residual Interest, current yield 12.49%)(1)
|
|
|
33,505
|
|
|
||
Cent CLO 21 Limited
|
Structured Finance (Cayman Islands
|
Subordinated Notes (Residual Interest, current yield 13.42%)(1)
|
|
|
41,910
|
|
|
||
CIFC Funding 2011-I, Ltd.
|
Structured Finance (Cayman Islands)
|
Class D Senior Secured Notes (5.28% (LIBOR + 5.00%, due 1/19/2023)(1)
|
None
|
|
|
18,175
|
|
||
|
|
Class E Subordinated Notes (7.28% (LIBOR + 7.00%, due 1/19/2023)(1)
|
None
|
|
|
14,223
|
|
||
CIFC Funding 2013-III, Ltd.
|
Structured Finance (Cayman Islands)
|
Subordinated Notes (Residual Interest, current yield 14.56%)(1)
|
|
|
35,599
|
|
|
||
CIFC Funding 2013-IV, Ltd.
|
Structured Finance (Cayman Islands)
|
Subordinated Notes (Residual Interest, current yield 14.87%)(1)
|
|
|
38,265
|
|
|
||
CIFC Funding 2014-IV Investor, Ltd.
|
Structured Finance (Cayman Islands)
|
Income Notes (Residual Interest, current yield 13.83%)(1)
|
|
|
36,195
|
|
|
||
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
|
|
|
67,449
|
|
||
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
|
|
|
49,922
|
|
||
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
|
|
|
35,973
|
|
||
Diamondback Operating, LP
|
Oil & Gas Production (Oklahoma)
|
Net Profits Interest (15% of Equity Distributions)
|
|
|
—
|
|
|
||
Empire Today, LLC
|
Durable Consumer Products (Illinois)
|
Senior Secured Note (11.375%, due 2/1/2017)
|
First priority lien
|
|
|
13,070
|
|
||
Fleetwash, Inc.
|
Business Services (New Jersey)
|
Senior Secured Term Loan B (10.50% (LIBOR + 9.50% with 1.00% LIBOR floor), due 4/30/2019)
|
First priority lien
|
|
|
24,446
|
|
||
|
|
Delayed Draw Term Loan – $15,000 Commitment (expires 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
|
|
||
Galaxy XV CLO, Ltd.
|
Structured Finance (Cayman Islands)
|
Subordinated Notes (Residual Interest, current yield 15.65%)(1)
|
|
|
29,739
|
|
|
||
Galaxy XVI CLO, Ltd.
|
Structured Finance (Cayman Islands)
|
Subordinated Notes (Residual Interest, current yield 13.97%)(1)
|
|
|
20,849
|
|
|
||
Galaxy XVII CLO, Ltd.
|
Structured Finance (Cayman Islands)
|
Subordinated Notes (Residual Interest, current yield 13.43%)(1)
|
|
|
33,742
|
|
|
||
Global Employment Solutions, Inc.
|
Business Services (Colorado)
|
Senior Secured Term Loan (10.25% (LIBOR + 9.25% with 1.00% LIBOR floor), due 6/26/2020)
|
First priority lien
|
|
|
49,567
|
|
||
GTP Operations, 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
|
|
|
116,411
|
|
||
Halcyon Loan Advisors Funding 2012-1 Ltd.
|
Structured Finance (Cayman Islands)
|
Subordinated Notes (Residual Interest, current yield 30.89%)(1)
|
|
|
23,172
|
|
|
||
Halcyon Loan Advisors Funding 2013-1 Ltd.
|
Structured Finance (Cayman Islands)
|
Subordinated Notes (Residual Interest, current yield 21.41%)(1)
|
|
|
39,208
|
|
|
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)
|
||
Mountain View CLO 2013-I Ltd.
|
Structured Finance (Cayman Islands)
|
Subordinated Notes (Residual Interest, current yield 18.47%)(1)
|
|
|
40,480
|
|
|
||
Mountain View CLO IX Ltd.
|
Structured Finance (Cayman Islands)
|
Subordinated Notes (Residual Interest, current yield 15.43%)(1)
|
|
|
44,666
|
|
|
||
Nathan's Famous, Inc.
|
Food Products (New York)
|
Senior Secured Notes (10.00%, due 3/15/2020)
|
First priority lien
|
|
|
3,000
|
|
||
NCP Finance Limited Partnership
|
Consumer Finance (Ohio)
|
Subordinated Secured Term Loan (11.00% (LIBOR + 9.75% with 1.25% LIBOR floor), due 9/30/2018)(1)
|
Second priority lien
|
|
|
16,305
|
|
||
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
|
|
|
13,616
|
|
||
Octagon Investment Partners XV, Ltd.
|
Structured Finance (Cayman Islands)
|
Income Notes (Residual Interest, current yield 20.72%)(1)
|
|
|
26,461
|
|
|
||
Onyx Payments
|
Diversified Financial Services (Texas)
|
Revolving Line of Credit – $5,000 Commitment (9.00% (LIBOR + 8.00% with 1.00% LIBOR floor), due 9/10/2015)
|
First priority lien
|
|
|
2,000
|
|
||
|
|
Senior Secured Term Loan A (6.50% (LIBOR + 5.50% with 1.00% LIBOR floor), due 9/10/2019)
|
First priority lien
|
|
|
52,050
|
|
||
|
|
Senior Secured Term Loan B (13.50% (LIBOR + 12.50% with 1.00% LIBOR floor), due 9/10/2019)
|
First priority lien
|
|
|
59,389
|
|
||
Pacific World Corporation
|
Personal & Nondurable Consumer Products (California)
|
Revolving Line of Credit – $15,000 Commitment (8.00% (LIBOR + 7.00% with 1.00% LIBOR floor), due 9/26/2020)
|
First priority lien
|
|
|
6,500
|
|
||
|
|
Senior Secured Term Loan A (6.00% (LIBOR + 5.00% with 1.00% LIBOR floor), due 9/26/2020)
|
First priority lien
|
|
|
95,400
|
|
||
|
|
Senior Secured Term Loan B (10.00% (LIBOR + 9.00% with 1.00% LIBOR floor), due 9/26/2020)
|
First priority lien
|
|
|
81,772
|
|
||
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
|
|
||
PGX Holdings, Inc.
|
Consumer Services (Utah)
|
Second Lien Term Loan (10.00% (LIBOR + 9.00% with 1.00% LIBOR floor), due 9/29/2021)
|
Second priority lien
|
|
|
135,000
|
|
||
Photonis Technologies SAS
|
Aerospace & Defense (France)
|
First Lien Term Loan (8.50% (LIBOR + 7.50% with 1.00% LIBOR floor), due 9/18/2019)(1)
|
First priority lien
|
|
|
9,734
|
|
||
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
|
|
|
6,612
|
|
||
PlayPower, Inc.
|
Durable Consumer Products (North Carolina)
|
Second Lien Term Loan (9.75% (LIBOR + 8.75% with 1.00% LIBOR floor), due 6/23/2022)
|
Second priority lien
|
|
|
9,850
|
|
||
Prime Security Services Borrower, LLC
|
Consumer Services (Illinois)
|
Second Lien Term Loan (9.75% (LIBOR + 8.75% with 1.00% LIBOR floor), due 7/1/2022)
|
Second priority lien
|
|
|
9,850
|
|
||
PrimeSport, Inc.
|
Hotels, Restaurants & Leisure (Georgia)
|
Revolving Line of Credit – $15,000 Commitment (9.50% (LIBOR + 8.50% with 1.00% LIBOR floor), due 7/31/2015)
|
First priority lien
|
|
|
13,800
|
|
||
|
|
Senior Secured Term Loan A (7.00% (LIBOR + 6.00% with 1.00% LIBOR floor), due 2/11/2021)
|
First priority lien
|
|
|
54,227
|
|
||
|
|
Senior Secured Term Loan B (12.00% (LIBOR + 11.00% with 1.00% LIBOR floor), due 2/11/2021)
|
First priority lien
|
|
|
74,500
|
|
||
Prince Mineral Holding Corp.
|
Metal Services & Minerals (New York)
|
Senior Secured Term Loan (11.50%, due 12/15/2019)
|
First priority lien
|
|
|
9,458
|
|
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)
|
||
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
|
|
|
35,644
|
|
||
|
|
Senior Secured Term Loan B (11.50% (LIBOR + 9.50% with 2.00% LIBOR floor), due 6/18/2018)
|
First priority lien
|
|
|
36,881
|
|
||
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
|
|
|
4,595
|
|
||
Trinity Services Group, Inc.
|
Food Products (Florida)
|
Senior Secured Term Loan A (6.50% (LIBOR + 5.50% with 1.00% LIBOR floor), due 8/13/2019)
|
First priority lien
|
|
|
9,825
|
|
||
|
|
Senior Secured Term Loan B (11.50% (LIBOR + 10.50% with 1.00% LIBOR floor), due 8/13/2019)
|
First priority lien
|
|
|
100,000
|
|
||
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
|
|
|
145,618
|
|
||
United States Environmental Services, LLC
|
Commercial Services (Texas)
|
Senior Secured Term Loan A (6.50% (LIBOR + 5.50% with 1.00% LIBOR floor) plus 2.00% default interest, due 3/31/2019)
|
First priority lien
|
|
|
21,551
|
|
||
|
|
Senior Secured Term Loan B (11.50% (LIBOR + 10.50% with 1.00% LIBOR floor) plus 2.00% default interest, due 3/31/2019)
|
First priority lien
|
|
|
33,406
|
|
||
USG Intermediate, LLC
|
Durable Consumer Products (Texas)
|
Revolving Line of Credit – $5,000 Commitment (10.00% (LIBOR + 9.00% with 1.00% LIBOR floor), due 4/15/2016)
|
First priority lien
|
|
|
—
|
|
||
|
|
Senior Secured Term Loan A (7.50% (LIBOR + 6.50% with 1.00% LIBOR floor), due 4/15/2020)
|
First priority lien
|
|
|
21,587
|
|
||
|
|
Senior Secured Term Loan B (12.50% (LIBOR + 11.50% with 1.00% LIBOR floor), due 4/15/2020)
|
First priority lien
|
|
|
21,695
|
|
||
|
|
Equity
|
|
|
—
|
|
|
||
Venio LLC
|
Business Services (Pennsylvania)
|
Second Lien Term Loan (12.00% (LIBOR + 9.50% with 2.50% LIBOR floor), due 2/19/2020)
|
Second priority lien
|
|
|
16,042
|
|
||
Voya CLO 2012-2, Ltd.
|
Structured Finance (Cayman Islands)
|
Income Notes (Residual Interest, current yield 19.32%)(1)
|
|
|
32,391
|
|
|
||
Voya CLO 2012-3, Ltd.
|
Structured Finance (Cayman Islands)
|
Income Notes (Residual Interest, current yield 16.87%)(1)
|
|
|
38,465
|
|
|
||
Voya CLO 2012-4, Ltd.
|
Structured Finance (Cayman Islands)
|
Income Notes (Residual Interest, current yield 19.40%)(1)
|
|
|
34,977
|
|
|
||
Voya CLO 2014-1, Ltd.
|
Structured Finance (Cayman Islands)
|
Subordinated Notes (Residual Interest, current yield 15.25%)(1)
|
|
|
29,170
|
|
|
||
Washington Mill CLO Ltd.
|
Structured Finance (Cayman Islands)
|
Subordinated Notes (Residual Interest, current yield 14.28%)(1)
|
|
|
20,137
|
|
|
||
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
|
|
|
9,147
|
|
||
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 (expires 12/30/2015)
|
|
|
|
|
|||
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)
|
|
|
|
|
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)
|
||
Dover Saddlery, Inc.
|
Retail (Massachusetts)
|
Common Stock (30,974 shares)
|
|
1
|
%
|
260
|
|
|
(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
|
|
|
|
|
$
|
10.26
|
|
|
|
|
|
$
|
9.71
|
|
|
|
|
|
$
|
8.09
|
|
|
|
|
|
$
|
—
|
|
|
|
|
|
Net Proceeds per Share to Issuer
|
|
|
|
|
$
|
9.83
|
|
|
|
|
|
$
|
9.32
|
|
|
|
|
|
$
|
7.76
|
|
|
|
|
|
$
|
—
|
|
|
|
|
|
Decrease to NAV
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total Shares Outstanding
|
|
355,000,000
|
|
|
372,750,000
|
|
|
5.00
|
%
|
|
390,500,000
|
|
|
10.00
|
%
|
|
443,750,000
|
|
|
25.00
|
%
|
|
443,750,000
|
|
|
25.00
|
%
|
|||||
NAV per Share
|
|
$
|
10.35
|
|
|
$
|
10.33
|
|
|
(0.24
|
)%
|
|
$
|
10.26
|
|
|
(0.91
|
)%
|
|
$
|
9.83
|
|
|
(5.00
|
)%
|
|
$
|
8.28
|
|
|
(20.00
|
)%
|
Dilution to Nonparticipating Stockholder
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Shares Held by Stockholder A
|
|
355,000
|
|
|
355,000
|
|
|
—
|
%
|
|
355,000
|
|
|
—
|
%
|
|
355,000
|
|
|
—
|
%
|
|
355,000
|
|
|
—
|
%
|
|||||
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
|
|
$
|
3,674,250
|
|
|
$
|
3,665,502
|
|
|
(0.24
|
)%
|
|
$
|
3,640,848
|
|
|
(0.91
|
)%
|
|
$
|
3,490,538
|
|
|
(5.00
|
)%
|
|
$
|
2,939,400
|
|
|
(20.00
|
)%
|
Total Investment by Stockholder A (Assumed to be $10.54 per Share on Shares Held Prior to Sale)
|
|
|
|
|
$
|
3,674,250
|
|
|
|
|
|
$
|
3,674,250
|
|
|
|
|
|
$
|
3,674,250
|
|
|
|
|
|
$
|
3,674,250
|
|
|
|
|
|
Total Dilution to Stockholder A (Total NAV Less Total Investment)
|
|
|
|
|
$
|
(8,748
|
)
|
|
|
|
|
$
|
(33,402
|
)
|
|
|
|
|
$
|
(183,712
|
)
|
|
|
|
|
$
|
(734,850
|
)
|
|
|
|
|
NAV per Share Held by Stockholder A
|
|
|
|
|
$
|
10.33
|
|
|
|
|
|
$
|
10.26
|
|
|
|
|
|
$
|
9.83
|
|
|
|
|
|
$
|
8.28
|
|
|
|
|
|
Investment per Share Held by Stockholder A (Assumed to be $10.54 per Share on Shares Held Prior to Sale)
|
|
$
|
10.35
|
|
|
$
|
10.35
|
|
|
|
|
|
$
|
10.35
|
|
|
|
|
|
$
|
10.35
|
|
|
|
|
|
$
|
10.35
|
|
|
|
|
Dilution per Share Held by Stockholder A (NAV per Share Less Investment per Share)
|
|
|
|
|
$
|
(0.02
|
)
|
|
|
|
|
$
|
(0.09
|
)
|
|
|
|
|
$
|
(0.52
|
)
|
|
|
|
|
$
|
(2.07
|
)
|
|
|
|
|
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
|
|
|
|
|
$
|
8.09
|
|
|
|
|
|
$
|
8.09
|
|
|
|
|
|
Net Proceeds per Share to Issuer
|
|
|
|
|
$
|
7.76
|
|
|
|
|
|
$
|
7.76
|
|
|
|
|
|
Decrease to NAV
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total Shares Outstanding
|
|
355,000,000
|
|
|
443,750,000
|
|
|
25.00
|
%
|
|
443,750,000
|
|
|
25.00
|
%
|
|||
NAV per Share
|
|
$
|
10.35
|
|
|
$
|
9.83
|
|
|
(5.00
|
)%
|
|
$
|
9.83
|
|
|
(5.00
|
)%
|
Dilution to Nonparticipating Stockholder
|
|
|
|
|
|
|
|
|
|
|
||||||||
Shares Held by Stockholder A
|
|
355,000
|
|
|
399,375
|
|
|
12.50
|
%
|
|
488,125
|
|
|
37.50
|
%
|
|||
Percentage Held by Stockholder A
|
|
0.10
|
%
|
|
0.09
|
%
|
|
(10.00
|
)%
|
|
0.11
|
%
|
|
10.00
|
%
|
|||
Total NAV Held by Stockholder A
|
|
$
|
10.35
|
|
|
$
|
3,926,855
|
|
|
6.88
|
%
|
|
$
|
4,799,489
|
|
|
30.63
|
%
|
Total Investment by Stockholder A (Assumed to be $10.54 per Share on Shares Held Prior to Sale)
|
|
|
|
|
$
|
4,033,246
|
|
|
|
|
|
$
|
4,751,237
|
|
|
|
|
|
Total Dilution to Stockholder A (Total NAV Less Total Investment)
|
|
|
|
|
$
|
(106,391
|
)
|
|
|
|
|
$
|
48,252
|
|
|
|
|
|
NAV per Share Held by Stockholder A
|
|
|
|
|
$
|
9.83
|
|
|
|
|
|
$
|
9.83
|
|
|
|
|
|
Investment per Share Held by Stockholder A (Assumed to be $10.54 per Share on Shares Held Prior to Sale)
|
|
|
|
|
$
|
10.10
|
|
|
|
|
|
$
|
9.73
|
|
|
|
|
|
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
|
|
|
|
|
$
|
10.26
|
|
|
|
|
|
$
|
9.71
|
|
|
|
|
|
$
|
8.09
|
|
|
|
|
|
Net Proceeds per Share to Issuer
|
|
|
|
|
$
|
9.83
|
|
|
|
|
|
$
|
9.32
|
|
|
|
|
|
$
|
7.76
|
|
|
|
|
|
Decrease to NAV
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total Shares Outstanding
|
|
355,000,000
|
|
|
372,750,000
|
|
|
5.00
|
%
|
|
390,500,000
|
|
|
10.00
|
%
|
|
443,750,000
|
|
|
25.00
|
%
|
||||
NAV per Share
|
|
$
|
10.35
|
|
|
$
|
10.33
|
|
|
(0.24
|
)%
|
|
$
|
10.26
|
|
|
(0.91
|
)%
|
|
$
|
9.83
|
|
|
(5.00
|
)%
|
Dilution to Participating Stockholder
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Shares Held by Stockholder A
|
|
—
|
|
|
17,750
|
|
|
|
|
|
35,500
|
|
|
|
|
|
88,750
|
|
|
|
|
||||
Percentage Held by Stockholder A
|
|
—
|
%
|
|
—
|
%
|
|
|
|
|
0.01
|
%
|
|
|
|
|
0.02
|
%
|
|
|
|
||||
Total NAV Held by Stockholder A
|
|
$
|
—
|
|
|
$
|
183,275
|
|
|
|
|
|
$
|
364,085
|
|
|
|
|
|
$
|
872,634
|
|
|
|
|
Total investment by Stockholder A
|
|
|
|
|
$
|
182,163
|
|
|
|
|
|
$
|
344,826
|
|
|
|
|
|
$
|
717,992
|
|
|
|
|
|
Total Dilution to Stockholder A (Total NAV Less Total investment)
|
|
|
|
|
$
|
1,112
|
|
|
|
|
|
$
|
19,259
|
|
|
|
|
|
$
|
154,642
|
|
|
|
|
|
NAV per Share Held by Stockholder A
|
|
|
|
|
$
|
10.33
|
|
|
|
|
|
$
|
10.26
|
|
|
|
|
|
$
|
9.83
|
|
|
|
|
|
Investment per Share Held by Stockholder A
|
|
|
|
|
$
|
10.26
|
|
|
|
|
|
$
|
9.71
|
|
|
|
|
|
$
|
8.09
|
|
|
|
|
|
Dilution per Share Held by Stockholder A (NAV per Share Less Investment per Share)
|
|
|
|
|
$
|
0.07
|
|
|
|
|
|
$
|
0.55
|
|
|
|
|
|
$
|
1.74
|
|
|
|
|
|
Percentage Dilution to Stockholder A (Dilution per Share Divided by Investment per Share)
|
|
|
|
|
|
|
|
0.61
|
%
|
|
|
|
|
5.59
|
%
|
|
|
|
|
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
|
•
|
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 26, 2015
|
|
June 30, 2015
|
|
June 30, 2014
|
||||
Assets
|
|
|
|
|
|
||
Investments at fair value:
|
|
|
|
|
|
||
Control investments (amortized cost of $1,894,644 and $1,719,242, respectively)
|
$
|
1,974,202
|
|
|
$
|
1,640,454
|
|
Affiliate investments (amortized cost of $45,150 and $31,829, respectively)
|
45,945
|
|
|
32,121
|
|
||
Non-control/non-affiliate investments (amortized cost of $4,619,582 and $4,620,451, respectively)
|
4,589,411
|
|
|
4,581,164
|
|
||
Total investments at fair value (amortized cost of $6,559,376 and $6,371,522, respectively)
|
6,609,558
|
|
|
6,253,739
|
|
||
Cash and cash equivalents
|
110,026
|
|
|
134,225
|
|
||
Receivables for:
|
|
|
|
||||
Interest, net
|
20,408
|
|
|
21,997
|
|
||
Other
|
2,885
|
|
|
2,587
|
|
||
Prepaid expenses
|
757
|
|
|
2,828
|
|
||
Deferred financing costs
|
54,420
|
|
|
61,893
|
|
||
Total Assets
|
6,798,054
|
|
|
6,477,269
|
|
||
|
|
|
|
||||
Liabilities
|
|
|
|
|
|
||
Revolving Credit Facility (Notes 4 and 8)
|
368,700
|
|
|
92,000
|
|
||
Convertible Notes (Notes 5 and 8)
|
1,239,500
|
|
|
1,247,500
|
|
||
Public Notes (Notes 6 and 8)
|
548,094
|
|
|
647,881
|
|
||
Prospect Capital InterNotes
®
(Notes 7 and 8)
|
827,442
|
|
|
785,670
|
|
||
Due to broker
|
26,778
|
|
|
—
|
|
||
Dividends payable
|
29,923
|
|
|
37,843
|
|
||
Due to Prospect Administration (Note 13)
|
4,238
|
|
|
2,208
|
|
||
Due to Prospect Capital Management (Note 13)
|
2,550
|
|
|
3
|
|
||
Accrued expenses
|
3,408
|
|
|
4,790
|
|
||
Interest payable
|
39,659
|
|
|
37,459
|
|
||
Other liabilities
|
4,713
|
|
|
3,733
|
|
||
Total Liabilities
|
3,095,005
|
|
|
2,859,087
|
|
||
Net Assets
|
$
|
3,703,049
|
|
|
$
|
3,618,182
|
|
|
|
|
|
||||
Components of Net Assets
|
|
|
|
|
|
||
Common stock, par value $0.001 per share (1,000,000,000 common shares authorized; 359,090,759 and 342,626,637 issued and outstanding, respectively) (Note 9)
|
$
|
359
|
|
|
$
|
343
|
|
Paid-in capital in excess of par (Note 9)
|
3,975,672
|
|
|
3,814,634
|
|
||
Accumulated (overdistributed) underdistributed net investment income
|
(21,077
|
)
|
|
42,086
|
|
||
Accumulated net realized loss on investments and extinguishment of debt
|
(302,087
|
)
|
|
(121,098
|
)
|
||
Net unrealized appreciation (depreciation) on investments
|
50,182
|
|
|
(117,783
|
)
|
||
Net Assets
|
$
|
3,703,049
|
|
|
$
|
3,618,182
|
|
|
|
|
|
||||
Net Asset Value Per Share (Note 16)
|
$
|
10.31
|
|
|
$
|
10.56
|
|
|
Year Ended June 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Investment Income
|
|
|
|
|
|
||||||
Interest income:
|
|
|
|
|
|
||||||
Control investments
|
$
|
200,409
|
|
|
$
|
153,307
|
|
|
$
|
106,425
|
|
Affiliate investments
|
3,799
|
|
|
4,358
|
|
|
6,515
|
|
|||
Non-control/non-affiliate investments
|
385,710
|
|
|
334,039
|
|
|
234,013
|
|
|||
Structured credit securities
|
159,056
|
|
|
122,037
|
|
|
88,502
|
|
|||
Total interest income
|
748,974
|
|
|
613,741
|
|
|
435,455
|
|
|||
Dividend income:
|
|
|
|
|
|
||||||
Control investments
|
6,811
|
|
|
26,687
|
|
|
78,282
|
|
|||
Affiliate investments
|
778
|
|
|
—
|
|
|
728
|
|
|||
Non-control/non-affiliate investments
|
46
|
|
|
98
|
|
|
3,656
|
|
|||
Money market funds
|
28
|
|
|
52
|
|
|
39
|
|
|||
Total dividend income
|
7,663
|
|
|
26,837
|
|
|
82,705
|
|
|||
Other income:
|
|
|
|
|
|
||||||
Control investments
|
12,975
|
|
|
43,671
|
|
|
16,821
|
|
|||
Affiliate investments
|
226
|
|
|
17
|
|
|
623
|
|
|||
Non-control/non-affiliate investments
|
21,246
|
|
|
28,025
|
|
|
40,732
|
|
|||
Total other income (Note 10)
|
34,447
|
|
|
71,713
|
|
|
58,176
|
|
|||
Total Investment Income
|
791,084
|
|
|
712,291
|
|
|
576,336
|
|
|||
Operating Expenses
|
|
|
|
|
|
||||||
Investment advisory fees:
|
|
|
|
|
|
||||||
Base management fee (Note 13)
|
134,590
|
|
|
108,990
|
|
|
69,800
|
|
|||
Income incentive fee (Note 13)
|
90,687
|
|
|
89,306
|
|
|
81,231
|
|
|||
Total investment advisory fees
|
225,277
|
|
|
198,296
|
|
|
151,031
|
|
|||
Interest and credit facility expenses
|
170,660
|
|
|
130,103
|
|
|
76,341
|
|
|||
Legal fees
|
2,375
|
|
|
2,771
|
|
|
1,918
|
|
|||
Valuation services
|
1,686
|
|
|
1,836
|
|
|
1,579
|
|
|||
Audit, compliance and tax related fees
|
3,772
|
|
|
2,959
|
|
|
1,566
|
|
|||
Allocation of overhead from Prospect Administration (Note 13)
|
14,977
|
|
|
14,373
|
|
|
8,737
|
|
|||
Insurance expense
|
583
|
|
|
373
|
|
|
356
|
|
|||
Directors’ fees
|
379
|
|
|
325
|
|
|
300
|
|
|||
Excise tax
|
2,505
|
|
|
(4,200
|
)
|
|
6,500
|
|
|||
Other general and administrative expenses
|
6,123
|
|
|
8,232
|
|
|
3,084
|
|
|||
Total Operating Expenses
|
428,337
|
|
|
355,068
|
|
|
251,412
|
|
|||
Net Investment Income
|
362,747
|
|
|
357,223
|
|
|
324,924
|
|
|||
|
|
|
|
|
|
||||||
Net realized losses on investments
|
(180,423
|
)
|
|
(3,346
|
)
|
|
(26,234
|
)
|
|||
Net change in unrealized appreciation (depreciation) on investments
|
167,965
|
|
|
(34,857
|
)
|
|
(77,834
|
)
|
|||
Net realized and unrealized losses on investments
|
(12,458
|
)
|
|
(38,203
|
)
|
|
(104,068
|
)
|
|||
Net realized losses on extinguishment of debt
|
(3,950
|
)
|
|
—
|
|
|
—
|
|
|||
Net Increase in Net Assets Resulting from Operations
|
$
|
346,339
|
|
|
$
|
319,020
|
|
|
$
|
220,856
|
|
Net increase in net assets resulting from operations per share
|
$
|
0.98
|
|
|
$
|
1.06
|
|
|
$
|
1.07
|
|
Dividends declared per share
|
$
|
(1.19
|
)
|
|
$
|
(1.32
|
)
|
|
$
|
(1.28
|
)
|
|
Year Ended June 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Operations
|
|
|
|
|
|
|
|
||||
Net investment income
|
$
|
362,747
|
|
|
$
|
357,223
|
|
|
$
|
324,924
|
|
Net realized losses on investments
|
(180,423
|
)
|
|
(3,346
|
)
|
|
(26,234
|
)
|
|||
Net change in unrealized appreciation (depreciation) on investments
|
167,965
|
|
|
(34,857
|
)
|
|
(77,834
|
)
|
|||
Net realized losses on extinguishment of debt
|
(3,950
|
)
|
|
—
|
|
|
—
|
|
|||
Net Increase in Net Assets Resulting from Operations
|
346,339
|
|
|
319,020
|
|
|
220,856
|
|
|||
|
|
|
|
|
|
||||||
Distributions to Shareholders
|
|
|
|
|
|
||||||
Distribution from net investment income
|
(421,594
|
)
|
|
(403,188
|
)
|
|
(271,507
|
)
|
|||
Distribution of return of capital
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net Decrease in Net Assets Resulting from Distributions to Shareholders
|
(421,594
|
)
|
|
(403,188
|
)
|
|
(271,507
|
)
|
|||
|
|
|
|
|
|
||||||
Common Stock Transactions
|
|
|
|
|
|
||||||
Issuance of common stock, net of underwriting costs
|
146,085
|
|
|
973,832
|
|
|
1,121,648
|
|
|||
Less: Offering costs from issuance of common stock
|
(644
|
)
|
|
(1,380
|
)
|
|
(1,815
|
)
|
|||
Value of shares issued to acquire controlled investments
|
—
|
|
|
57,830
|
|
|
59,251
|
|
|||
Value of shares issued through reinvestment of dividends
|
14,681
|
|
|
15,574
|
|
|
16,087
|
|
|||
Net Increase in Net Assets Resulting from Common Stock Transactions
|
160,122
|
|
|
1,045,856
|
|
|
1,195,171
|
|
|||
|
|
|
|
|
|
||||||
Total Increase in Net Assets
|
84,867
|
|
|
961,688
|
|
|
1,144,520
|
|
|||
Net assets at beginning of year
|
3,618,182
|
|
|
2,656,494
|
|
|
1,511,974
|
|
|||
Net Assets at End of Year
|
$
|
3,703,049
|
|
|
$
|
3,618,182
|
|
|
$
|
2,656,494
|
|
|
|
|
|
|
|
||||||
Common Stock Activity
|
|
|
|
|
|
||||||
Shares sold
|
14,845,556
|
|
|
88,054,653
|
|
|
101,245,136
|
|
|||
Shares issued to acquire controlled investments
|
—
|
|
|
5,326,949
|
|
|
5,507,381
|
|
|||
Shares issued through reinvestment of dividends
|
1,618,566
|
|
|
1,408,070
|
|
|
1,450,578
|
|
|||
Total shares issued due to common stock activity
|
16,464,122
|
|
|
94,789,672
|
|
|
108,203,095
|
|
|||
Shares issued and outstanding at beginning of year
|
342,626,637
|
|
|
247,836,965
|
|
|
139,633,870
|
|
|||
Shares Issued and Outstanding at End of Year
|
359,090,759
|
|
|
342,626,637
|
|
|
247,836,965
|
|
|
Year Ended June 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net increase in net assets resulting from operations
|
$
|
346,339
|
|
|
$
|
319,020
|
|
|
$
|
220,856
|
|
Net realized losses on extinguishment of debt
|
3,950
|
|
|
—
|
|
|
—
|
|
|||
Net realized losses on investments
|
180,423
|
|
|
3,346
|
|
|
26,234
|
|
|||
Net change in unrealized (appreciation) depreciation on investments
|
(167,965
|
)
|
|
34,857
|
|
|
77,834
|
|
|||
Amortization (accretion) of discounts and premiums, net
|
87,638
|
|
|
46,297
|
|
|
(11,016
|
)
|
|||
Accretion of discount on Public Notes (Note 6)
|
213
|
|
|
156
|
|
|
50
|
|
|||
Amortization of deferred financing costs
|
14,266
|
|
|
11,491
|
|
|
8,232
|
|
|||
Payment-in-kind interest
|
(29,277
|
)
|
|
(15,145
|
)
|
|
(10,947
|
)
|
|||
Structuring fees
|
(20,916
|
)
|
|
(45,087
|
)
|
|
(52,699
|
)
|
|||
Change in operating assets and liabilities:
|
|
|
|
|
|
||||||
Payments for purchases of investments
|
(2,038,795
|
)
|
|
(2,834,294
|
)
|
|
(2,980,320
|
)
|
|||
Proceeds from sale of investments and collection of investment principal
|
1,633,073
|
|
|
786,969
|
|
|
931,534
|
|
|||
Decrease (increase) in interest receivable, net
|
1,589
|
|
|
866
|
|
|
(8,644
|
)
|
|||
(Increase) decrease in other receivables
|
(298
|
)
|
|
1,810
|
|
|
(3,613
|
)
|
|||
Decrease (increase) in prepaid expenses
|
2,071
|
|
|
(2,288
|
)
|
|
(119
|
)
|
|||
Increase (decrease) in due to broker
|
26,778
|
|
|
(43,588
|
)
|
|
(945
|
)
|
|||
Increase in due to Prospect Administration
|
2,030
|
|
|
842
|
|
|
708
|
|
|||
Increase (decrease) in due to Prospect Capital Management
|
2,547
|
|
|
(5,321
|
)
|
|
(2,589
|
)
|
|||
(Decrease) increase in accrued expenses
|
(1,382
|
)
|
|
2,445
|
|
|
(580
|
)
|
|||
Increase in interest payable
|
2,200
|
|
|
13,075
|
|
|
17,661
|
|
|||
Increase (decrease) in other liabilities
|
980
|
|
|
(682
|
)
|
|
2,205
|
|
|||
Net Cash Provided by (Used in) Operating Activities
|
45,464
|
|
|
(1,725,231
|
)
|
|
(1,786,158
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Borrowings under Revolving Credit Facility (Note 4)
|
1,567,000
|
|
|
1,078,500
|
|
|
223,000
|
|
|||
Principal payments under Revolving Credit Facility (Note 4)
|
(1,290,300
|
)
|
|
(1,110,500
|
)
|
|
(195,000
|
)
|
|||
Issuances of Convertible Notes (Note 5)
|
—
|
|
|
400,000
|
|
|
400,000
|
|
|||
Repurchases of Convertible Notes, net (Note 5)
|
(7,668
|
)
|
|
—
|
|
|
—
|
|
|||
Issuances of Public Notes, net of original issue discount (Note 6)
|
—
|
|
|
255,000
|
|
|
247,675
|
|
|||
Redemptions of Public Notes, net (Note 6)
|
(102,600
|
)
|
|
—
|
|
|
—
|
|
|||
Issuances of Prospect Capital InterNotes® (Note 7)
|
125,696
|
|
|
473,762
|
|
|
343,139
|
|
|||
Redemptions of Prospect Capital InterNotes®, net (Note 7)
|
(85,606
|
)
|
|
(6,869
|
)
|
|
—
|
|
|||
Financing costs paid and deferred
|
(6,793
|
)
|
|
(29,055
|
)
|
|
(28,146
|
)
|
|||
Proceeds from issuance of common stock, net of underwriting costs
|
146,085
|
|
|
973,832
|
|
|
1,121,648
|
|
|||
Offering costs from issuance of common stock
|
(644
|
)
|
|
(1,380
|
)
|
|
(1,815
|
)
|
|||
Dividends paid
|
(414,833
|
)
|
|
(377,070
|
)
|
|
(242,301
|
)
|
|||
Net Cash (Used in) Provided by Financing Activities
|
(69,663
|
)
|
|
1,656,220
|
|
|
1,868,200
|
|
|||
|
|
|
|
|
|
||||||
Total (Decrease) Increase in Cash and Cash Equivalents
|
(24,199
|
)
|
|
(69,011
|
)
|
|
82,042
|
|
|||
Cash and cash equivalents at beginning of year
|
134,225
|
|
|
203,236
|
|
|
121,194
|
|
|||
Cash and Cash Equivalents at End of Year
|
$
|
110,026
|
|
|
$
|
134,225
|
|
|
$
|
203,236
|
|
|
|
|
|
|
|
||||||
Supplemental Disclosures
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
153,982
|
|
|
$
|
105,410
|
|
|
$
|
45,363
|
|
Non-Cash Financing Activities
|
|
|
|
|
|
||||||
Value of shares issued through reinvestment of dividends
|
$
|
14,681
|
|
|
$
|
15,574
|
|
|
$
|
16,087
|
|
Value of shares issued to acquire controlled investments
|
$
|
—
|
|
|
$
|
57,830
|
|
|
$
|
59,251
|
|
Exchange of Prospect Capital InterNotes® for Public Notes
|
$
|
—
|
|
|
$
|
45,000
|
|
|
$
|
—
|
|
Affiliate Investments (5.00% to 24.99% voting control)(50)
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
||||||
BNN Holdings Corp.
|
Michigan / Healthcare
|
Senior Term Loan A (6.50% (LIBOR + 5.50% with 1.00% LIBOR floor), due 8/29/2019)(3)(4)
|
$
|
21,182
|
|
$
|
21,182
|
|
$
|
21,182
|
|
0.6%
|
Senior Term Loan B (11.50% (LIBOR + 10.50% with 1.00% LIBOR floor), due 8/29/2019)(3)(4)
|
21,740
|
|
21,740
|
|
21,740
|
|
0.6%
|
|||||
Series A Preferred Stock (9,925.455 shares)(13)
|
|
1,780
|
|
2,569
|
|
—%
|
||||||
Series B Preferred Stock (1,753.636 shares)(13)
|
|
448
|
|
454
|
|
—%
|
||||||
|
|
|
|
45,150
|
|
45,945
|
|
1.2%
|
||||
Total Affiliate Investments
|
|
$
|
45,150
|
|
$
|
45,945
|
|
1.2%
|
LEVEL 1 PORTFOLIO INVESTMENTS
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||
Dover Saddlery, Inc.
|
Massachusetts / Retail
|
Common Stock (30,974 shares)
|
|
$
|
63
|
|
$
|
260
|
|
—%
|
|
|
|
|
63
|
|
260
|
|
—%
|
||
Total Non-Control/Non-Affiliate Investments (Level 1)
|
$
|
63
|
|
$
|
260
|
|
—%
|
|||
|
|
|
|
|
||||||
Total Non-Control/Non-Affiliate Investments
|
$
|
4,619,582
|
|
$
|
4,589,411
|
|
124.0%
|
|||
|
|
|
|
|
||||||
Total Portfolio Investments
|
$
|
6,559,376
|
|
$
|
6,609,558
|
|
178.5%
|
|
|
|
June 30, 2014
|
|||
Portfolio Company
|
Locale / Industry
|
Investments(1)
|
Principal Value
|
Cost
|
Fair
Value(2) |
% of Net Assets
|
LEVEL 1 PORTFOLIO INVESTMENTS
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||
Dover Saddlery, Inc.
|
Massachusetts / Retail
|
Common Stock (30,974 shares)
|
|
$
|
63
|
|
$
|
168
|
|
—%
|
|
|
|
|
63
|
|
168
|
|
—%
|
||
Total Non-Control/Non-Affiliate Investments (Level 1)
|
$
|
63
|
|
$
|
168
|
|
—%
|
|||
|
|
|
|
|
||||||
Total Non-Control/Non-Affiliate Investments
|
$
|
4,620,451
|
|
$
|
4,581,164
|
|
126.6%
|
|||
|
|
|
|
|
||||||
Total Portfolio Investments
|
$
|
6,371,522
|
|
$
|
6,253,739
|
|
172.8%
|
(1)
|
The terms “Prospect,” “we,” “us” and “our” mean Prospect Capital Corporation 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, 2015 and June 30, 2014, 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, 2015 and June 30, 2014, 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, 2015 and June 30, 2014 were $1,511,585 and $1,500,897, respectively; they represent 22.9% and 24.0% of our total investments, respectively.
|
(4)
|
Security, or a 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, 2015 and June 30, 2014.
|
(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 the second lien term loan. United Sporting Companies, Inc. is a parent guarantor of this debt investment.
|
(6)
|
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 Energy, Inc. (“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. As part of the Manx roll-up, our loans to AEH and Coalbed were assigned to Manx and a portion of the debt 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 Inc. (“Wolf Energy Holdings”), a newly-formed, separately owned holding company. During the three months 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, reducing the amortized cost to $500. As of June 30, 2014, Prospect owned 41% of the equity of Manx. During the three months ended December 31, 2014, Manx was dissolved and we recorded a realized loss of $50, reducing the amortized cost to zero.
|
(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. On June 4, 2014, Gas Solutions GP LLC and Gas Solutions LP LLC, two subsidiaries of Energy Solutions, merged with and into Freedom Marine, with Freedom Marine as the surviving entity. 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. On July 1, 2014, we began consolidating Energy Solutions and as a result, we began reporting our investments in Change Clean Energy Company, LLC, Freedom Marine Solutions, LLC and Yatesville Coal Company, LLC as separate controlled companies. During the three months ended December 31, 2014, we determined that the impairments of Change Clean Energy Company, LLC and Yatesville Coal Company, LLC were other-than-temporary and recorded a realized loss of $1,449, reducing the amortized cost to zero.
|
(9)
|
As of June 30, 2014, we owned 100% of the equity of Vets Securing America, Inc. (“VSA”) and 100% of the equity of The Healing Staff, Inc. (“THS”), a former wholly-owned subsidiary of ESA Environmental Specialists, Inc. As of June 30, 2014, THS and VSA were joint borrowers on the secured promissory notes. On June 5, 2015, we sold our equity investment in VSA and realized a net loss of $975 on the sale. In connection with the sale, VSA was released as a borrower on the secured promissory notes, leaving THS as the sole borrower. During the year ended June 30, 2015, THS ceased operations and we recorded a realized loss of $2,956, reducing the amortized cost to zero.
|
(10)
|
GTP Operations, 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 the senior secured term loan.
|
(11)
|
The CLO equity investments are entitled to recurring distributions which are generally equal to the excess cash flow generated from the underlying investments after payment of the contractual payments to debt holders and fund expenses. The current estimated yield is based on the current projections of this excess cash flow taking into account assumptions which have been made regarding expected prepayments, losses and future reinvestment rates. These assumptions are periodically reviewed and adjusted. Ultimately, the actual yield may be higher or lower than the estimated yield if actual results differ from those used for the assumptions.
|
(12)
|
Wolf Energy Holdings, an entity in which we own 100% of the common stock, owns 100% of the equity of Wolf Energy, LLC (“Wolf Energy”). Effective June 30, 2012, the membership interests and associated operating company debt of AEH and Coalbed, which were previously owned by Manx, were assigned to Wolf Energy Holdings. Effective June 6, 2014, Appalachian Energy Holdings, LLC was renamed Appalachian Energy LLC. On July 1, 2014, we began consolidating Wolf Energy Holdings and as a result, we began reporting our investments in Appalachian Energy LLC, Coalbed, LLC and Wolf Energy, LLC as separate controlled companies. During the three months ended September 30, 2014, we determined that the impairment of Appalachian Energy LLC was other-than-temporary and recorded a realized loss of $2,050, reducing the amortized cost to zero. On November 21, 2014, Coalbed merged with and into Wolf Energy, with Wolf Energy as the surviving entity. During the three months ended December 31, 2014, we determined that the impairment of the Coalbed debt assumed by Wolf Energy was other-than-temporary and recorded a realized loss of $5,991, reducing the amortized cost to zero.
|
(13)
|
On a fully diluted basis represents 10.00% of voting common shares.
|
(14)
|
Trinity Services Group, Inc. and Trinity Services I, LLC are joint borrowers on the senior secured loan facility.
|
(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 was originated by a 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, Inc. (f/k/a MITY Enterprises, Inc.) (“MITY”). MITY owns 100% of each of MITY-Lite, Inc.; Broda Enterprises USA, Inc.; and Broda Enterprises ULC (“Broda Canada”). 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. On July 1, 2014, we began consolidating MITY Delaware and as a result, we now report MITY, Inc. as a separate controlled company. MITY Delaware has a subordinated unsecured note issued and outstanding to Broda Canada that is denominated in Canadian Dollars (CAD). As of June 30, 2015, the principal balance of this note was CAD 7,371. In accordance with ASC 830,
Foreign Currency Matters
(“ASC 830”), this note was remeasured into our functional currency, US Dollars (USD), and is presented on our Consolidated Schedule of Investments in USD.
|
(18)
|
The overriding royalty interests held receive payments at the stated rates based upon operations of the borrower.
|
(19)
|
Our wholly-owned subsidiary Prospect Small Business Lending, LLC purchases small business whole loans on a recurring basis from online small business loan originators, including On Deck Capital, Inc. and Direct Capital Corporation.
|
(20)
|
Boxercraft Incorporated (“Boxercraft”) and BXC Company, Inc. (f/k/a BXC Holding Company) (“BXC”) are joint borrowers on our senior secured investments. Effective 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 us pursuant to an assignment agreement entered into with such other equity holders. As of June 30, 2014, we owned 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 owned 100% of the common stock of Boxercraft. We owned a warrant to purchase 15% of all classes of equity of BXC, which consisted 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 as of June 30, 2014. On August 25, 2014, we sold Boxercraft, a wholly-owned subsidiary of BXC, for net proceeds of $750 and realized a net loss of $16,949 on the sale.
|
(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. (“Borga”). Metal Buildings owned 100% of Borga. On March 8, 2010, we foreclosed on the stock in Borga that was held by Metal Buildings, obtaining 100% ownership of Borga. On January 24, 2014, we contributed our holdings in Borga to STI Holding, Inc. (“STI”), a wholly-owned holding company. On July 1, 2014, we began consolidating STI and as a result, we reported Borga, Inc. as a separate controlled company from July 1, 2014 until its sale on August 20, 2014. On August 20, 2014, we sold the assets of Borga, a wholly-owned subsidiary of STI, for net proceeds of $382 and realized a loss of $2,589 on the sale. On December 29, 2014, Borga was dissolved.
|
(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 the subordinated secured term loan.
|
(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, 2015 and June 30, 2014. NMMB Holdings owns 96.33% and 92.93% of the fully diluted equity of NMMB as of June 30, 2015 and June 30, 2014, 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. On July 1, 2014, we began consolidating NMMB Holdings and as a result, we now report NMMB, Inc. as a separate controlled company.
|
(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, 2015 and June 30, 2014, we had $88,288 and $72,118, respectively, of undrawn revolver and delayed draw term loan commitments to our portfolio companies.
|
(26)
|
Stated interest rates are based on June 30, 2015 and June 30, 2014 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. (“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 had a 12.0% dividend rate which was paid from the dividends received from its operating subsidiary, Airmall. AMU owned 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 owned 100% of the equity of AMU, which owned 98% of Airmall. On July 1, 2014, we began consolidating AMU and as a result, we reported Airmall Inc. as a separate controlled company from July 1, 2014 until its sale on August 1, 2014. On August 1, 2014, we sold our investments in Airmall for net proceeds of $51,379 and realized a loss of $3,473 on the sale. In addition, there is $6,000 being held in escrow, of which 98% is due to Prospect, which will be recognized as an additional realized loss if it is not received. On October 22, 2014, we received a tax refund of $665 related to our investment in Airmall for which we realized a gain of the same amount.
|
(28)
|
As of June 30, 2014, Progrexion Marketing, Inc., Progrexion Teleservices, Inc., Progrexion ASG, Inc., Progrexion IP, Inc., Creditrepair.com, Inc., and eFolks, LLC were joint borrowers on the senior secured term loan. PGX Holdings, Inc. was the parent guarantor of this debt investment. As of June 30, 2015, PGX Holdings, Inc. is the sole borrower on the second lien term loan.
|
(29)
|
First Tower Holdings of Delaware LLC (“First Tower Delaware”), an entity in which 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. On July 1, 2014, we began consolidating First Tower Delaware and as a result, we now report First Tower Finance Company LLC as a separate controlled company.
|
(30)
|
Arctic Oilfield Equipment USA, Inc. (“Arctic Equipment”), an entity in which we own 100% of the common equity, owns 70% of the equity of Arctic Energy Services, LLC (“Arctic Energy”), the operating company. On July 1, 2014, we began consolidating Arctic Equipment and as a result, we now report Arctic Energy as a separate controlled company.
|
(31)
|
We own 2.8% (13,220 shares) of Mineral Fusion Natural, LLC, a subsidiary of Caleel + Hayden, LLC, common and preferred interest.
|
(32)
|
APH Property Holdings, LLC (“APH”), an entity in which 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 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. On July 1, 2014, we began consolidating APH and as a result, we now report APRC as a separate controlled company. See Note 3 for further discussion of the properties held by APRC.
|
(33)
|
CCPI Holdings Inc. (“CCPI Holdings”), an entity in which we own 100% of the common stock, owns 94.95% and 94.77% of CCPI Inc. (“CCPI”), the operating company, as of June 30, 2015 and June 30, 2014, 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. On July 1, 2014, we began consolidating CCPI Holdings and as a result, we now report CCPI Inc. as a separate controlled company.
|
(34)
|
Credit Central Holdings of Delaware, LLC (“Credit Central Delaware”), an entity in which we own 100% of the membership interests, owns 74.93% and 74.75% of Credit Central Loan Company, LLC (f/k/a Credit Central Holdings, LLC) (“Credit Central”) as of June 30, 2015 and June 30, 2014, respectively. Credit Central owns 100% of each of Credit Central, LLC; Credit Central South, LLC; Credit Central of Texas, LLC; and Credit Central of Tennessee, LLC, 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. On July 1, 2014, we began consolidating Credit Central Delaware and as a result, we now report Credit Central Loan Company, LLC as a separate controlled company.
|
(35)
|
Valley Electric Holdings I, Inc. (“Valley Holdings I”), an entity in which we own 100% of the common stock, owns 100% of Valley Electric Holdings II, Inc. (“Valley Holdings II”). Valley Holdings II owns 94.99% of Valley Electric Company, Inc. (“Valley Electric”). 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. On July 1, 2014, we began consolidating Valley Holdings I and Valley Holdings II and as a result, we now report Valley Electric Company, Inc. as a separate controlled company.
|
(36)
|
Nationwide Acceptance Holdings LLC (“Nationwide Holdings”), an entity in which we own 100% of the membership interests, owns 93.79% of Nationwide Loan Company LLC (f/k/a 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. On July 1, 2014, we began consolidating Nationwide Holdings and as a result, we now report Nationwide Loan Company LLC as a separate controlled company. On June 1, 2015, Nationwide completed a corporate reorganization. As part of the reorganization, Nationwide Acceptance LLC was renamed Nationwide Loan Company LLC (continues as “Nationwide”) and formed two new wholly-owned subsidiaries: Pelican Loan Company LLC (“Pelican”) and Nationwide Consumer Loans LLC. Nationwide assigned 100% of the equity interests in its other subsidiaries to Pelican which, in turn, assigned these interests to Nationwide Acceptance LLC (“New Nationwide”), the new operating company wholly-owned by Pelican. New Nationwide also assumed the existing senior subordinated term loan due to Prospect.
|
(37)
|
On April 15, 2013, assets previously held by H&M Oil & Gas, LLC (“H&M”) were assigned to Wolf Energy in exchange for a $66,000 term loan secured by the assets. The cost basis in this loan of $44,632 was determined in accordance with ASC 310-40,
Troubled Debt Restructurings by Creditors
, and was equal to the fair value of assets at the time of transfer resulting in a capital loss of $19,647 in connection with the foreclosure on the assets. On May 17, 2013, Wolf Energy sold the assets located in Martin County, which were previously held by H&M, for $66,000. Proceeds from the sale were primarily used to repay the loan, accrued interest 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 (“CP Holdings”), an entity in which we own 100% of the membership interests, owns 82.3% and 82.9% of CP Energy Services Inc. (“CP Energy”) as of June 30, 2015 and June 30, 2014, respectively. As of June 30, 2014, CP Energy owned directly or indirectly 100% of each of CP Well Testing Services, LLC (“CP Well Testing”); CP Well Testing, LLC (“CP Well”); Fluid Management Services, Inc.; Fluid Management Services, LLC; Wright Transport, Inc.; Wright Foster Disposals, LLC; Foster Testing Co., Inc.; ProHaul Transports, LLC; Artexoma Logistics, LLC; and Wright Trucking, Inc. On April 1, 2014, Prospect made new loans to CP Well (with ProHaul Transports, LLC; 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. On July 1, 2014, we began consolidating CP Holdings and as a result, we now report CP Energy Services Inc. as a separate controlled company. Effective December 31, 2014, CP Energy underwent a corporate reorganization in order to consolidate certain of its wholly-owned subsidiaries. As of June 30, 2015, CP Energy owned directly or indirectly 100% of each of CP Well; Wright Foster Disposals, LLC; Foster Testing Co., Inc.; ProHaul Transports, LLC; and Wright Trucking, Inc.
|
(39)
|
Wind River Resources Corporation and Wind River II Corporation are joint borrowers on the senior secured note.
|
(40)
|
NPH Property Holdings, LLC (“NPH”), an entity in which 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. Additionally, through its wholly-owned subsidiaries, NPRC invests in online consumer loans. Effective 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. On July 1, 2014, we began consolidating NPH and as a result, we now report NPRC as a separate controlled company. See Note 3 for further discussion of the properties held by NPRC. On March 17, 2015, we entered into a new credit agreement with ACL Loan Holdings, Inc. (“ACLLH”), a wholly-owned subsidiary of NPRC, to form two new tranches of senior secured term loans, Term Loan A and Term Loan B, with the same terms as the existing NPRC Term Loan A and Term Loan B due to us. The agreement was effective as of June 30, 2014. On June 30, 2014, ACLLH made a non-cash return of capital distribution of $22,390 to NPRC and NPRC transferred and assigned to ACLLH a senior secured Term Loan A due to us. On June 2, 2015, we amended the credit agreement with NPRC to form two new tranches of senior secured term loans, Term Loan C and Term Loan D, with the same terms as the existing ACLLH Term Loan A and Term Loan B due to us. The amendment was effective as of April 1, 2015.
|
(41)
|
UPH Property Holdings, LLC (“UPH”), an entity in which 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 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. On July 1, 2014, we began consolidating UPH and as a result, we now report UPRC as a separate controlled company. 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 Holdings, Inc. (“ARRM”), which owned 100% of Ajax Rolled Ring & Machine, LLC (“Ajax”), the operating company. On April 1, 2013, we refinanced the existing $19,837 and $18,635 senior loans to Ajax and ARRM, respectively, increasing the total size of the debt investment to $38,537. Concurrent with the refinancing, we received repayment of the $18,635 loans previously outstanding. On October 11, 2013, we provided $25,000 in preferred equity for the recapitalization of ARRM. After the financing, we received repayment of the $20,009 subordinated unsecured loan previously outstanding. On June 12, 2014, ARRM Holdings, Inc. was renamed ARRM Services, Inc. As of June 30, 2014, we controlled 79.53% of the fully-diluted common, 85.76% of the Series A Preferred and 100% of the Series B Preferred equity of ARRM. On October 10, 2014, ARRM sold Ajax to a third party and repaid the $19,337 loan receivable to us and we recorded a realized loss of $23,560 related to the sale. Concurrent with the sale, our ownership increased to 100% of the outstanding equity of ARRM Services, Inc. which was renamed SB Forging Company, Inc. (“SB Forging”). As such, we began consolidating SB Forging on October 11, 2014. In addition, there is $3,000 being held in escrow of which $802 was received on May 6, 2015 for which we realized a gain of the same amount. The remainder will be recognized as additional gain if and when received.
|
(43)
|
Harbortouch Holdings of Delaware Inc. (“Harbortouch Delaware”), an entity in which 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. On July 1, 2014, we began consolidating Harbortouch Delaware and as a result, we now report Harbortouch Payments, LLC as a separate controlled company.
|
(44)
|
Pegasus Business Intelligence, LP, Paycom Acquisition, LLC, and Paycom Acquisition Corp. are joint borrowers on the senior secured loan facility. Paycom Intermediate Holdings, Inc. is the parent guarantor of this debt investment. These entities transact business internationally under the trade name Onyx Payments.
|
(45)
|
Security Alarm Financing Enterprises, L.P. and California Security Alarms, Inc. are joint borrowers on the senior subordinated note.
|
(46)
|
A portion of the senior secured note is denominated in Canadian Dollars (CAD). As of June 30, 2014 and June 30, 2015, the principal balance of this note was CAD 37,422 and CAD 36,666, respectively. In accordance with ASC 830, this note was remeasured into our functional currency, US Dollars (USD), and is presented on our Consolidated Schedules of Investments in USD.
|
(47)
|
On June 9, 2015, we provided additional debt and equity financing to support the recapitalization of Edmentum, Inc. (“Edmentum”). As part of the recapitalization, we exchanged 100% of the $50,000 second lien term loan previously outstanding for $26,365 of junior PIK notes and 370,964.14 Class A common units representing 37.1% equity ownership in Edmentum Ultimate Holdings, LLC. In addition, we invested $5,875 in senior PIK notes and committed $7,834 as part of a second lien revolving credit facility, of which $4,896 was funded at closing. On June 9, 2015, we determined that the impairment of Edmentum was other-than-temporary and recorded a realized loss of $22,116 for the amount that the amortized cost exceeded the fair value, reducing the amortized cost to $37,216.
|
(48)
|
Co-investment with another fund managed by an affiliate of our investment adviser, Prospect Capital Management L.P. See Note 13 for further discussion.
|
(49)
|
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, 2015 with these controlled investments were as follows:
|
Portfolio Company
|
Purchases*
|
|
Redemptions*
|
Sales
|
Interest
income |
Dividend
income |
Other
income |
Net realized
gains (losses) |
Net unrealized
gains (losses) |
||||||||||||||||
Airmall Inc.
|
$
|
—
|
|
|
$
|
(47,580
|
)
|
$
|
(9,920
|
)
|
$
|
576
|
|
$
|
—
|
|
$
|
3,000
|
|
$
|
(2,808
|
)
|
$
|
12,216
|
|
American Property REIT Corp.
|
(107,073
|
)
|
**
|
(8
|
)
|
—
|
|
14,747
|
|
—
|
|
1,342
|
|
—
|
|
14,672
|
|
||||||||
Appalachian Energy LLC
|
—
|
|
|
(2,050
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,050
|
)
|
2,050
|
|
||||||||
Arctic Energy Services, LLC
|
—
|
|
|
—
|
|
—
|
|
6,721
|
|
—
|
|
—
|
|
—
|
|
(750
|
)
|
||||||||
ARRM Services, Inc.
|
—
|
|
|
(19,337
|
)
|
(27,213
|
)
|
956
|
|
—
|
|
2,000
|
|
(23,560
|
)
|
21,014
|
|
||||||||
Borga, Inc.
|
—
|
|
|
—
|
|
(2,589
|
)
|
—
|
|
—
|
|
—
|
|
(2,589
|
)
|
2,741
|
|
||||||||
BXC Company, Inc.
|
250
|
|
|
(750
|
)
|
(16,949
|
)
|
—
|
|
—
|
|
5
|
|
(16,949
|
)
|
15,333
|
|
||||||||
CCPI Inc.
|
—
|
|
|
(450
|
)
|
—
|
|
3,332
|
|
—
|
|
525
|
|
—
|
|
8,635
|
|
||||||||
Change Clean Energy Company, LLC
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Coalbed, LLC
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
CP Energy Services Inc.
|
—
|
|
|
—
|
|
—
|
|
16,420
|
|
—
|
|
—
|
|
—
|
|
(41,927
|
)
|
||||||||
Credit Central Loan Company, LLC
|
—
|
|
|
(141
|
)
|
—
|
|
7,375
|
|
159
|
|
1,220
|
|
—
|
|
6,777
|
|
||||||||
Echelon Aviation LLC
|
5,800
|
|
|
(37,313
|
)
|
(400
|
)
|
6,895
|
|
—
|
|
—
|
|
—
|
|
8,226
|
|
||||||||
Edmentum Ultimate Holdings, LLC
|
59,333
|
|
|
(22,116
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(22,116
|
)
|
—
|
|
||||||||
First Tower Finance Company LLC
|
—
|
|
|
1,929
|
|
—
|
|
52,900
|
|
1,929
|
|
—
|
|
—
|
|
40,765
|
|
||||||||
Freedom Marine Solutions, LLC
|
—
|
|
|
—
|
|
—
|
|
4,461
|
|
—
|
|
—
|
|
—
|
|
(4,429
|
)
|
||||||||
Gulf Coast Machine & Supply Company
|
8,500
|
|
|
—
|
|
—
|
|
1,370
|
|
—
|
|
—
|
|
—
|
|
(16,041
|
)
|
||||||||
Harbortouch Payments, LLC
|
27,722
|
|
|
(5,426
|
)
|
—
|
|
29,834
|
|
—
|
|
579
|
|
—
|
|
58,857
|
|
||||||||
Manx Energy, Inc.
|
—
|
|
|
(50
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(50
|
)
|
50
|
|
||||||||
MITY, Inc.
|
2,500
|
|
|
(2,500
|
)
|
—
|
|
5,783
|
|
—
|
|
—
|
|
(5
|
)
|
1,068
|
|
||||||||
National Property REIT Corp.
|
357,609
|
|
**
|
(38,460
|
)
|
—
|
|
30,611
|
|
—
|
|
1,959
|
|
—
|
|
24,317
|
|
||||||||
Nationwide Loan Company LLC
(f/k/a Nationwide Acceptance LLC) |
2,814
|
|
|
—
|
|
—
|
|
3,005
|
|
4,425
|
|
—
|
|
—
|
|
4,163
|
|
||||||||
NMMB, Inc.
|
383
|
|
|
—
|
|
—
|
|
1,521
|
|
—
|
|
—
|
|
—
|
|
5,372
|
|
||||||||
R-V Industries, Inc.
|
—
|
|
|
(1,175
|
)
|
—
|
|
3,018
|
|
298
|
|
—
|
|
—
|
|
(16,052
|
)
|
||||||||
United Property REIT Corp.
|
51,774
|
|
**
|
(376
|
)
|
—
|
|
5,893
|
|
—
|
|
2,345
|
|
—
|
|
8,631
|
|
||||||||
Valley Electric Company, Inc.
|
—
|
|
|
—
|
|
—
|
|
4,991
|
|
—
|
|
—
|
|
—
|
|
(5,036
|
)
|
||||||||
Vets Securing America, Inc.***
|
100
|
|
|
(2,956
|
)
|
(975
|
)
|
—
|
|
—
|
|
—
|
|
(3,246
|
)
|
3,831
|
|
||||||||
Wolf Energy, LLC
|
—
|
|
|
(5,991
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(5,818
|
)
|
2,414
|
|
||||||||
Yatesville Coal Company, LLC
|
—
|
|
|
(1,449
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,449
|
)
|
1,449
|
|
||||||||
Total
|
$
|
409,712
|
|
|
$
|
(186,199
|
)
|
$
|
(58,046
|
)
|
$
|
200,409
|
|
$
|
6,811
|
|
$
|
12,975
|
|
$
|
(80,640
|
)
|
$
|
158,346
|
|
(50)
|
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, 2015 with these affiliated investments were as follows:
|
Portfolio Company
|
Purchases*
|
Redemptions*
|
Sales
|
Interest
income |
Dividend
income |
Other
income |
Net realized
gains (losses) |
Net unrealized
gains (losses) |
||||||||||||||||
BNN Holdings Corp.
|
$
|
44,000
|
|
$
|
(30,679
|
)
|
$
|
—
|
|
$
|
3,799
|
|
$
|
778
|
|
$
|
226
|
|
$
|
—
|
|
$
|
503
|
|
Total
|
$
|
44,000
|
|
$
|
(30,679
|
)
|
$
|
—
|
|
$
|
3,799
|
|
$
|
778
|
|
$
|
226
|
|
$
|
—
|
|
$
|
503
|
|
(51)
|
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 were 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.
|
25,000
|
|
(24,251
|
)
|
|
—
|
|
(733
|
)
|
—
|
|
148
|
|
—
|
|
(14,957
|
)
|
||||||||
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
|
113,501
|
|
—
|
|
|
—
|
|
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
|
$
|
901,197
|
|
$
|
(81,291
|
)
|
|
$
|
(972
|
)
|
$
|
153,307
|
|
$
|
26,687
|
|
$
|
43,671
|
|
$
|
—
|
|
$
|
(20,519
|
)
|
(52)
|
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 were as follows:
|
Portfolio Company
|
Purchases*
|
Redemptions*
|
|
Sales
|
Interest
income |
Dividend
income |
Other
income |
Net realized
gains (losses) |
Net unrealized
gains (losses) |
||||||||||||||||
BNN Holdings Corp.
|
$
|
—
|
|
$
|
(600
|
)
|
|
$
|
—
|
|
$
|
2,974
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(194
|
)
|
BXC Holding Company***
|
—
|
|
(100
|
)
|
|
—
|
|
1,384
|
|
—
|
|
17
|
|
—
|
|
(4,163
|
)
|
||||||||
Smart, LLC
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(143
|
)
|
||||||||
Total
|
$
|
—
|
|
$
|
(700
|
)
|
|
$
|
—
|
|
$
|
4,358
|
|
$
|
—
|
|
$
|
17
|
|
$
|
—
|
|
$
|
(4,500
|
)
|
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.
|
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, 2015
|
|
June 30, 2014
|
||||||||||||
|
Cost
|
|
Fair Value
|
|
Cost
|
|
Fair Value
|
||||||||
Revolving Line of Credit
|
$
|
30,546
|
|
|
$
|
30,546
|
|
|
$
|
3,445
|
|
|
$
|
2,786
|
|
Senior Secured Debt
|
3,617,111
|
|
|
3,533,447
|
|
|
3,578,339
|
|
|
3,514,198
|
|
||||
Subordinated Secured Debt
|
1,234,701
|
|
|
1,205,303
|
|
|
1,272,275
|
|
|
1,200,221
|
|
||||
Subordinated Unsecured Debt
|
145,644
|
|
|
144,271
|
|
|
85,531
|
|
|
85,531
|
|
||||
Small Business Loans
|
50,558
|
|
|
50,892
|
|
|
4,637
|
|
|
4,252
|
|
||||
CLO Debt
|
28,613
|
|
|
32,398
|
|
|
28,118
|
|
|
33,199
|
|
||||
CLO Residual Interest
|
1,072,734
|
|
|
1,113,023
|
|
|
1,044,656
|
|
|
1,093,985
|
|
||||
Equity
|
379,469
|
|
|
499,678
|
|
|
354,521
|
|
|
319,567
|
|
||||
Total Investments
|
$
|
6,559,376
|
|
|
$
|
6,609,558
|
|
|
$
|
6,371,522
|
|
|
$
|
6,253,739
|
|
•
|
Senior Secured Debt includes investments listed on the SOI such as senior secured term loans, senior term loans, secured promissory notes, senior demand notes, and first lien term loans.
|
•
|
Subordinated Secured Debt includes investments listed on the SOI such as subordinated secured term loans, subordinated term loans, senior subordinated notes, and second lien term loans.
|
•
|
Subordinated Unsecured Debt includes investments listed on the SOI such as subordinated unsecured notes and senior unsecured notes.
|
•
|
Small Business Loans includes our investments in small business whole loans purchased from OnDeck and Direct Capital.
|
•
|
CLO Debt includes our investments in the “debt” class of security of CLO funds.
|
•
|
CLO Residual Interest includes our investments in the “equity” class of security of CLO funds such as income notes, preference shares, and subordinated notes.
|
•
|
Equity includes our investments in preferred stock, common stock, membership interests, net profits interests, net operating income 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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,546
|
|
|
$
|
30,546
|
|
Senior Secured Debt
|
—
|
|
|
—
|
|
|
3,533,447
|
|
|
3,533,447
|
|
||||
Subordinated Secured Debt
|
—
|
|
|
—
|
|
|
1,205,303
|
|
|
1,205,303
|
|
||||
Subordinated Unsecured Debt
|
—
|
|
|
—
|
|
|
144,271
|
|
|
144,271
|
|
||||
Small Business Loans
|
—
|
|
|
—
|
|
|
50,892
|
|
|
50,892
|
|
||||
CLO Debt
|
—
|
|
|
—
|
|
|
32,398
|
|
|
32,398
|
|
||||
CLO Residual Interest
|
—
|
|
|
—
|
|
|
1,113,023
|
|
|
1,113,023
|
|
||||
Equity
|
260
|
|
|
—
|
|
|
499,418
|
|
|
499,678
|
|
||||
Total Investments
|
$
|
260
|
|
|
$
|
—
|
|
|
$
|
6,609,298
|
|
|
$
|
6,609,558
|
|
|
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 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
|
|
|
Fair Value Measurements Using Unobservable Inputs (Level 3)
|
||||||||||||||
|
Control
Investments
|
|
Affiliate
Investments
|
|
Non-Control/
Non-Affiliate
Investments
|
|
Total
|
||||||||
Fair value as of June 30, 2014
|
$
|
1,640,454
|
|
|
$
|
32,121
|
|
|
$
|
4,580,996
|
|
|
$
|
6,253,571
|
|
Net realized losses on investments
|
(80,640
|
)
|
|
—
|
|
|
(99,836
|
)
|
|
(180,476
|
)
|
||||
Net change in unrealized appreciation
|
158,346
|
|
|
503
|
|
|
9,024
|
|
|
167,873
|
|
||||
Net realized and unrealized gains (losses)
|
77,706
|
|
|
503
|
|
|
(90,812
|
)
|
|
(12,603
|
)
|
||||
Purchases of portfolio investments
|
409,712
|
|
|
44,000
|
|
|
1,605,999
|
|
|
2,059,711
|
|
||||
Payment-in-kind interest
|
22,850
|
|
|
—
|
|
|
6,427
|
|
|
29,277
|
|
||||
Amortization of discounts and premiums
|
—
|
|
|
—
|
|
|
(87,638
|
)
|
|
(87,638
|
)
|
||||
Repayments and sales of portfolio investments
|
(176,520
|
)
|
|
(30,679
|
)
|
|
(1,425,821
|
)
|
|
(1,633,020
|
)
|
||||
Transfers within Level 3(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Transfers in (out) of Level 3(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fair value as of June 30, 2015
|
$
|
1,974,202
|
|
|
$
|
45,945
|
|
|
$
|
4,589,151
|
|
|
$
|
6,609,298
|
|
|
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, 2014
|
$
|
2,786
|
|
|
$
|
3,514,198
|
|
|
$
|
1,200,221
|
|
|
$
|
85,531
|
|
|
$
|
4,252
|
|
|
$
|
33,199
|
|
|
$
|
1,093,985
|
|
|
$
|
319,399
|
|
|
$
|
6,253,571
|
|
Net realized losses on investments
|
(1,095
|
)
|
|
(36,955
|
)
|
|
(77,745
|
)
|
|
(6,502
|
)
|
|
(2,490
|
)
|
|
—
|
|
|
(15,561
|
)
|
|
(40,128
|
)
|
|
(180,476
|
)
|
|||||||||
Net change in unrealized appreciation (depreciation)
|
659
|
|
|
(19,521
|
)
|
|
42,658
|
|
|
(1,374
|
)
|
|
719
|
|
|
(1,296
|
)
|
|
(9,043
|
)
|
|
155,071
|
|
|
167,873
|
|
|||||||||
Net realized and unrealized (losses) gains
|
(436
|
)
|
|
(56,476
|
)
|
|
(35,087
|
)
|
|
(7,876
|
)
|
|
(1,771
|
)
|
|
(1,296
|
)
|
|
(24,604
|
)
|
|
114,943
|
|
|
(12,603
|
)
|
|||||||||
Purchases of portfolio investments
|
58,196
|
|
|
1,234,738
|
|
|
314,767
|
|
|
38,834
|
|
|
96,614
|
|
|
—
|
|
|
220,779
|
|
|
95,783
|
|
|
2,059,711
|
|
|||||||||
Payment-in-kind interest
|
—
|
|
|
25,695
|
|
|
1,412
|
|
|
2,170
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,277
|
|
|||||||||
Accretion (amortization) of discounts and premiums
|
—
|
|
|
314
|
|
|
3,617
|
|
|
—
|
|
|
—
|
|
|
495
|
|
|
(92,064
|
)
|
|
—
|
|
|
(87,638
|
)
|
|||||||||
Repayments and sales of portfolio investments
|
(30,000
|
)
|
|
(1,185,022
|
)
|
|
(254,627
|
)
|
|
612
|
|
|
(48,203
|
)
|
|
—
|
|
|
(85,073
|
)
|
|
(30,707
|
)
|
|
(1,633,020
|
)
|
|||||||||
Transfers within Level 3(1)
|
—
|
|
|
—
|
|
|
(25,000
|
)
|
|
25,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Transfers in (out) of Level 3(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Fair value as of June 30, 2015
|
$
|
30,546
|
|
|
$
|
3,533,447
|
|
|
$
|
1,205,303
|
|
|
$
|
144,271
|
|
|
$
|
50,892
|
|
|
$
|
32,398
|
|
|
$
|
1,113,023
|
|
|
$
|
499,418
|
|
|
$
|
6,609,298
|
|
(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, 2013
|
$
|
811,634
|
|
|
$
|
42,443
|
|
|
$
|
3,318,663
|
|
|
$
|
4,172,740
|
|
Net realized losses on investments
|
—
|
|
|
—
|
|
|
(3,346
|
)
|
|
(3,346
|
)
|
||||
Net change in unrealized depreciation
|
(20,519
|
)
|
|
(4,500
|
)
|
|
(9,894
|
)
|
|
(34,913
|
)
|
||||
Net realized and unrealized losses
|
(20,519
|
)
|
|
(4,500
|
)
|
|
(13,240
|
)
|
|
(38,259
|
)
|
||||
Purchases of portfolio investments
|
901,197
|
|
|
—
|
|
|
2,036,014
|
|
|
2,937,211
|
|
||||
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
|
(82,263
|
)
|
|
(700
|
)
|
|
(704,006
|
)
|
|
(786,969
|
)
|
||||
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
|
|
Net realized (losses) gains on investments
|
—
|
|
|
(1,593
|
)
|
|
(7,558
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,183
|
|
|
4,622
|
|
|
(3,346
|
)
|
|||||||||
Net change in unrealized (depreciation) appreciation
|
(150
|
)
|
|
(8,907
|
)
|
|
(34,566
|
)
|
|
(357
|
)
|
|
(386
|
)
|
|
4,159
|
|
|
51,864
|
|
|
(46,570
|
)
|
|
(34,913
|
)
|
|||||||||
Net realized and unrealized (losses) gains
|
(150
|
)
|
|
(10,500
|
)
|
|
(42,124
|
)
|
|
(357
|
)
|
|
(386
|
)
|
|
4,159
|
|
|
53,047
|
|
|
(41,948
|
)
|
|
(38,259
|
)
|
|||||||||
Purchases of portfolio investments
|
14,850
|
|
|
1,692,284
|
|
|
554,973
|
|
|
—
|
|
|
6,540
|
|
|
—
|
|
|
453,492
|
|
|
215,072
|
|
|
2,937,211
|
|
|||||||||
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
|
)
|
|
(389,210
|
)
|
|
(270,022
|
)
|
|
(73,879
|
)
|
|
(1,902
|
)
|
|
—
|
|
|
(21,071
|
)
|
|
(10,242
|
)
|
|
(786,969
|
)
|
|||||||||
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.
|
|
|
|
|
|
|
Unobservable Input
|
||||||
Asset Category
|
|
Fair Value
|
|
Primary Valuation Technique
|
|
Input
|
|
Range
|
|
Weighted
Average
|
||
Senior Secured Debt
|
|
$
|
2,421,188
|
|
|
Yield Analysis
|
|
Market Yield
|
|
6.1%-21.4%
|
|
11.3%
|
Senior Secured Debt
|
|
563,050
|
|
|
EV Analysis
|
|
EBITDA Multiple
|
|
3.5x-11.0x
|
|
8.1x
|
|
Senior Secured Debt(1)
|
|
64,560
|
|
|
EV Analysis
|
|
Loss-Adjusted Discount Rate
|
|
3.8%-10.7%
|
|
6.9%
|
|
Senior Secured Debt(2)
|
|
98,025
|
|
|
EV Analysis
|
|
Loss-Adjusted Discount Rate
|
|
5.4%-16.3%
|
|
10.0%
|
|
Senior Secured Debt
|
|
40,808
|
|
|
EV Analysis
|
|
Discount Rate
|
|
7.0%-9.0%
|
|
8.0%
|
|
Senior Secured Debt
|
|
25,970
|
|
|
EV Analysis
|
|
Appraisal
|
|
N/A
|
|
N/A
|
|
Senior Secured Debt
|
|
6,918
|
|
|
Liquidation Analysis
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Senior Secured Debt
|
|
343,474
|
|
|
Net Asset Value Analysis
|
|
Capitalization Rate
|
|
5.6%-7.0%
|
|
6.0%
|
|
Subordinated Secured Debt
|
|
847,624
|
|
|
Yield Analysis
|
|
Market Yield
|
|
8.1%-18.3%
|
|
12.5%
|
|
Subordinated Secured Debt
|
|
54,948
|
|
|
EV Analysis
|
|
EBITDA Multiple
|
|
3.5x-6.0x
|
|
4.7x
|
|
Subordinated Secured Debt
|
|
302,731
|
|
|
EV Analysis
|
|
Book Value Multiple
|
|
1.2x-3.8x
|
|
2.7x
|
|
Subordinated Unsecured Debt
|
|
112,701
|
|
|
Yield Analysis
|
|
Market Yield
|
|
9.1%-15.3%
|
|
11.8%
|
|
Subordinated Unsecured Debt
|
|
31,570
|
|
|
EV Analysis
|
|
EBITDA Multiple
|
|
5.8x-8.0x
|
|
7.2x
|
|
Small Business Loans(3)
|
|
362
|
|
|
Discounted Cash Flow
|
|
Loss-Adjusted Discount Rate
|
|
11.7%-27.3%
|
|
23.5%
|
|
Small Business Loans(4)
|
|
50,530
|
|
|
Discounted Cash Flow
|
|
Loss-Adjusted Discount Rate
|
|
20.4%-33.2%
|
|
24.9%
|
|
CLO Debt
|
|
32,398
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
6.1%-6.9%
|
|
6.5%
|
|
CLO Residual Interest
|
|
1,113,023
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
11.2%-18.0%
|
|
14.0%
|
|
Equity
|
|
139,424
|
|
|
EV Analysis
|
|
EBITDA Multiple
|
|
2.0x-11.0x
|
|
8.5x
|
|
Equity
|
|
148,631
|
|
|
EV Analysis
|
|
Book Value Multiple
|
|
1.2x-3.8x
|
|
2.5x
|
|
Equity
|
|
1,120
|
|
|
EV Analysis
|
|
Appraisal
|
|
N/A
|
|
N/A
|
|
Equity
|
|
3,023
|
|
|
Yield Analysis
|
|
Market Yield
|
|
19.8%-24.7%
|
|
22.2%
|
|
Equity
|
|
130,316
|
|
|
Net Asset Value Analysis
|
|
Capitalization Rate
|
|
5.6%-7.0%
|
|
5.9%
|
|
Equity
|
|
28,133
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
7.0%-9.0%
|
|
8.0%
|
|
Participating Interest(5)
|
|
42,765
|
|
|
Yield Analysis
|
|
Market Yield
|
|
11.5%-18.0%
|
|
12.5%
|
|
Participating Interest(5)
|
|
22
|
|
|
Liquidation Analysis
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Escrow Receivable
|
|
5,984
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
7.0%-8.2%
|
|
7.6%
|
|
Total Level 3 Investments
|
|
$
|
6,609,298
|
|
|
|
|
|
|
|
|
|
(1)
|
EV analysis is based on the fair value of our investments in consumer loans purchased from Prosper, which are valued using a discounted cash flow valuation technique. The key unobservable input to the discounted cash flow analysis is noted above. In addition, the valuation also used projected loss rates as an unobservable input ranging from 0.6%-26.5%, with a weighted average of 8.4%.
|
(2)
|
EV analysis is based on the fair value of our investments in consumer loans purchased from Lending Club, which are valued using a discounted cash flow valuation technique. The key unobservable input to the discounted cash flow analysis is noted above. In addition, the valuation also used projected loss rates as an unobservable input ranging from 2.3%-23.8%, with a weighted average of 16.9%.
|
(3)
|
Includes our investments in small business whole loans purchased from Direct Capital. Valuation also used projected loss rates as an unobservable input ranging from 0.03%-60.0%, with a weighted average of 42.3%.
|
(4)
|
Includes our investments in small business whole loans purchased from OnDeck. Valuation also used projected loss rates as an unobservable input ranging from 4.2%-11.7%, with a weighted average of 9.7%.
|
(5)
|
Participating Interest includes our participating equity investments, such as net profits interests, net operating income interests, net revenue interests, and overriding royalty interests.
|
|
|
|
|
|
|
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
|
|
Other
|
|
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
|
|
1.2x-1.4x
|
|
1.3x
|
|
Subordinated Unsecured Debt
|
|
85,531
|
|
|
Yield Analysis
|
|
Market Yield
|
|
7.4%-14.4%
|
|
12.1%
|
|
Small Business 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
|
|
222,059
|
|
|
EV Analysis
|
|
EBITDA Multiple
|
|
2.0x-15.3x
|
|
5.3x
|
|
Equity
|
|
15,103
|
|
|
EV Analysis
|
|
Book Value Multiple
|
|
1.2x-1.4x
|
|
1.3x
|
|
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%
|
|
Participating Interest(1)
|
|
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
|
|
|
|
|
|
|
|
|
|
(1)
|
Participating Interest includes our participating equity investments, such as net profits interests, net operating income interests, net revenue interests, and overriding royalty interests.
|
No.
|
|
Property Name
|
|
City
|
|
Acquisition
Date |
|
Purchase
Price |
|
Mortgage
Outstanding |
||||
1
|
|
1557 Terrell Mill Road, LLC
|
|
Marietta, GA
|
|
12/28/2012
|
|
$
|
23,500
|
|
|
$
|
15,164
|
|
2
|
|
Lofton Place, LLC
|
|
Tampa, FL
|
|
4/30/2013
|
|
26,000
|
|
|
16,965
|
|
||
3
|
|
Vista Palma Sola, LLC
|
|
Bradenton, FL
|
|
4/30/2013
|
|
27,000
|
|
|
17,550
|
|
||
4
|
|
Arlington Park Marietta, LLC
|
|
Marietta, GA
|
|
5/8/2013
|
|
14,850
|
|
|
9,650
|
|
||
5
|
|
Cordova Regency, LLC
|
|
Pensacola, FL
|
|
11/15/2013
|
|
13,750
|
|
|
9,026
|
|
||
6
|
|
Crestview at Oakleigh, LLC
|
|
Pensacola, FL
|
|
11/15/2013
|
|
17,500
|
|
|
11,488
|
|
||
7
|
|
Inverness Lakes, LLC
|
|
Mobile, AL
|
|
11/15/2013
|
|
29,600
|
|
|
19,400
|
|
||
8
|
|
Kings Mill Pensacola, LLC
|
|
Pensacola, FL
|
|
11/15/2013
|
|
20,750
|
|
|
13,622
|
|
||
9
|
|
Plantations at Pine Lake, LLC
|
|
Tallahassee, FL
|
|
11/15/2013
|
|
18,000
|
|
|
11,817
|
|
||
10
|
|
Verandas at Rock Ridge, LLC
|
|
Birmingham, AL
|
|
11/15/2013
|
|
15,600
|
|
|
10,205
|
|
||
11
|
|
Plantations at Hillcrest, LLC
|
|
Mobile, AL
|
|
1/17/2014
|
|
6,930
|
|
|
4,972
|
|
||
12
|
|
Crestview at Cordova, LLC
|
|
Pensacola, FL
|
|
1/17/2014
|
|
8,500
|
|
|
4,950
|
|
||
13
|
|
Taco Bell, OK
|
|
Yukon, OK
|
|
6/4/2014
|
|
1,719
|
|
|
—
|
|
||
|
|
|
|
|
|
|
|
$
|
223,699
|
|
|
$
|
144,809
|
|
No.
|
|
Property Name
|
|
City
|
|
Acquisition
Date
|
|
Purchase
Price
|
|
Mortgage
Outstanding
|
||||
1
|
|
146 Forest Parkway, LLC
|
|
Forest Park, GA
|
|
10/24/2012
|
|
$
|
7,400
|
|
|
$
|
—
|
|
2
|
|
5100 Live Oaks Blvd, LLC
|
|
Tampa, FL
|
|
1/17/2013
|
|
63,400
|
|
|
39,600
|
|
||
3
|
|
NPRC Carroll Resort, LLC
|
|
Pembroke Pines, FL
|
|
6/24/2013
|
|
225,000
|
|
|
157,500
|
|
||
4
|
|
APH Carroll 41, LLC
|
|
Marietta, GA
|
|
11/1/2013
|
|
30,600
|
|
|
22,097
|
|
||
5
|
|
Matthews Reserve II, LLC
|
|
Matthews, NC
|
|
11/19/2013
|
|
22,063
|
|
|
17,571
|
|
||
6
|
|
City West Apartments II, LLC
|
|
Orlando, FL
|
|
11/19/2013
|
|
23,562
|
|
|
18,533
|
|
||
7
|
|
Vinings Corner II, LLC
|
|
Smyrna, GA
|
|
11/19/2013
|
|
35,691
|
|
|
26,640
|
|
||
8
|
|
Uptown Park Apartments II, LLC
|
|
Altamonte Springs, FL
|
|
11/19/2013
|
|
36,590
|
|
|
27,471
|
|
||
9
|
|
Mission Gate II, LLC
|
|
Plano, TX
|
|
11/19/2013
|
|
47,621
|
|
|
36,148
|
|
||
10
|
|
St. Marin Apartments II, LLC
|
|
Coppell, TX
|
|
11/19/2013
|
|
73,078
|
|
|
53,863
|
|
||
11
|
|
APH Carroll Bartram Park, LLC
|
|
Jacksonville, FL
|
|
12/31/2013
|
|
38,000
|
|
|
28,500
|
|
||
12
|
|
APH Carroll Atlantic Beach, LLC
|
|
Atlantic Beach, FL
|
|
1/31/2014
|
|
13,025
|
|
|
8,916
|
|
||
13
|
|
23 Mile Road Self Storage, LLC
|
|
Chesterfield, MI
|
|
8/19/2014
|
|
5,804
|
|
|
4,350
|
|
||
14
|
|
36th Street Self Storage, LLC
|
|
Wyoming, MI
|
|
8/19/2014
|
|
4,800
|
|
|
3,600
|
|
||
15
|
|
Ball Avenue Self Storage, LLC
|
|
Grand Rapids, MI
|
|
8/19/2014
|
|
7,281
|
|
|
5,460
|
|
||
16
|
|
Ford Road Self Storage, LLC
|
|
Westland, MI
|
|
8/29/2014
|
|
4,642
|
|
|
3,480
|
|
||
17
|
|
Ann Arbor Kalamazoo Self Storage, LLC
|
|
Ann Arbor, MI
|
|
8/29/2014
|
|
4,458
|
|
|
3,345
|
|
||
18
|
|
Ann Arbor Kalamazoo Self Storage, LLC
|
|
Scio, MI
|
|
8/29/2014
|
|
8,927
|
|
|
6,695
|
|
||
19
|
|
Ann Arbor Kalamazoo Self Storage, LLC
|
|
Kalamazoo, MI
|
|
8/29/2014
|
|
2,363
|
|
|
1,775
|
|
||
20
|
|
Jolly Road Self Storage, LLC
|
|
Okemos, MI
|
|
1/16/2015
|
|
7,492
|
|
|
5,620
|
|
||
21
|
|
Eaton Rapids Road Self Storage, LLC
|
|
Lansing West, MI
|
|
1/16/2015
|
|
1,741
|
|
|
1,305
|
|
||
22
|
|
Haggerty Road Self Storage, LLC
|
|
Novi, MI
|
|
1/16/2015
|
|
6,700
|
|
|
5,025
|
|
||
23
|
|
Waldon Road Self Storage, LLC
|
|
Lake Orion, MI
|
|
1/16/2015
|
|
6,965
|
|
|
5,225
|
|
||
24
|
|
Tyler Road Self Storage, LLC
|
|
Ypsilanti, MI
|
|
1/16/2015
|
|
3,507
|
|
|
2,630
|
|
||
|
|
|
|
|
|
|
|
$
|
680,710
|
|
|
$
|
485,349
|
|
No.
|
|
Property Name
|
|
City
|
|
Acquisition
Date
|
|
Purchase
Price
|
|
Mortgage
Outstanding
|
||||
1
|
|
Atlanta Eastwood Village LLC
|
|
Stockbridge, GA
|
|
12/12/2013
|
|
$
|
25,957
|
|
|
$
|
19,785
|
|
2
|
|
Atlanta Monterey Village LLC
|
|
Jonesboro, GA
|
|
12/12/2013
|
|
11,501
|
|
|
9,193
|
|
||
3
|
|
Atlanta Hidden Creek LLC
|
|
Morrow, GA
|
|
12/12/2013
|
|
5,098
|
|
|
3,619
|
|
||
4
|
|
Atlanta Meadow Springs LLC
|
|
College Park, GA
|
|
12/12/2013
|
|
13,116
|
|
|
10,180
|
|
||
5
|
|
Atlanta Meadow View LLC
|
|
College Park, GA
|
|
12/12/2013
|
|
14,354
|
|
|
11,141
|
|
||
6
|
|
Atlanta Peachtree Landing LLC
|
|
Fairburn, GA
|
|
12/12/2013
|
|
17,224
|
|
|
13,575
|
|
||
7
|
|
Taco Bell, MO
|
|
Marshall, MO
|
|
6/4/2014
|
|
1,405
|
|
|
—
|
|
||
8
|
|
Canterbury Green Apartments Holdings LLC
|
|
Fort Wayne, IN
|
|
9/29/2014
|
|
85,500
|
|
|
65,825
|
|
||
9
|
|
Abbie Lakes OH Partners, LLC
|
|
Canal Winchester, OH
|
|
9/30/2014
|
|
12,600
|
|
|
10,440
|
|
||
10
|
|
Kengary Way OH Partners, LLC
|
|
Reynoldsburg, OH
|
|
9/30/2014
|
|
11,500
|
|
|
11,000
|
|
||
11
|
|
Lakeview Trail OH Partners, LLC
|
|
Canal Winchester, OH
|
|
9/30/2014
|
|
26,500
|
|
|
20,142
|
|
||
12
|
|
Lakepoint OH Partners, LLC
|
|
Pickerington, OH
|
|
9/30/2014
|
|
11,000
|
|
|
10,080
|
|
||
13
|
|
Sunbury OH Partners, LLC
|
|
Columbus, OH
|
|
9/30/2014
|
|
13,000
|
|
|
10,480
|
|
||
14
|
|
Heatherbridge OH Partners, LLC
|
|
Blacklick, OH
|
|
9/30/2014
|
|
18,416
|
|
|
15,480
|
|
||
15
|
|
Jefferson Chase OH Partners, LLC
|
|
Blacklick, OH
|
|
9/30/2014
|
|
13,551
|
|
|
12,240
|
|
||
16
|
|
Goldenstrand OH Partners, LLC
|
|
Hilliard, OH
|
|
10/29/2014
|
|
7,810
|
|
|
8,040
|
|
||
|
|
|
|
|
|
|
|
$
|
288,532
|
|
|
$
|
231,220
|
|
|
|
June 30, 2015
|
|
June 30, 2014
|
||||
Balance Sheet Data
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
43,722
|
|
|
$
|
17,204
|
|
Real estate, net
|
|
639,012
|
|
|
312,896
|
|
||
Unsecured consumer loans, net
|
|
366,014
|
|
|
45,597
|
|
||
Other assets
|
|
51,383
|
|
|
8,185
|
|
||
Mortgages payable
|
|
484,771
|
|
|
240,176
|
|
||
Revolving credit facilities
|
|
208,296
|
|
|
27,600
|
|
||
Notes payable, due to Prospect or Affiliate
|
|
365,214
|
|
|
105,309
|
|
||
Other liabilities
|
|
21,736
|
|
|
5,173
|
|
||
Total equity
|
|
20,114
|
|
|
5,624
|
|
|
|
Twelve Months
Ended June 30, 2015
|
|
From Inception
(December 30, 2013) to June 30, 2014 |
||||
Summary of Operations
|
|
|
|
|
||||
Total revenue
|
|
$
|
120,576
|
|
|
$
|
20,669
|
|
Operating expenses
|
|
115,206
|
|
|
20,507
|
|
||
Operating income
|
|
5,370
|
|
|
162
|
|
||
Depreciation and amortization
|
|
23,960
|
|
|
11,978
|
|
||
Fair value adjustment
|
|
7,005
|
|
|
578
|
|
||
Net loss
|
|
$
|
(25,595
|
)
|
|
$
|
(12,394
|
)
|
|
|
June 30, 2015
|
|
June 30, 2014
|
||||
Balance Sheet Data
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
65,614
|
|
|
$
|
60,368
|
|
Finance receivables, net
|
|
400,451
|
|
|
385,875
|
|
||
Intangibles, including goodwill
|
|
121,822
|
|
|
137,696
|
|
||
Other assets
|
|
17,373
|
|
|
14,056
|
|
||
Notes payable
|
|
334,637
|
|
|
313,563
|
|
||
Notes payable, due to Prospect or Affiliate
|
|
251,578
|
|
|
251,246
|
|
||
Other liabilities
|
|
47,493
|
|
|
46,276
|
|
||
Total equity
|
|
(28,448
|
)
|
|
(13,090
|
)
|
|
|
Twelve Months Ended June 30,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Summary of Operations
|
|
|
|
|
|
|
||||||
Total revenue
|
|
$
|
207,128
|
|
|
$
|
201,724
|
|
|
$
|
186,037
|
|
Total expenses
|
|
219,143
|
|
|
162,941
|
|
|
144,368
|
|
|||
Net (loss) income
|
|
$
|
(12,015
|
)
|
|
$
|
38,783
|
|
|
$
|
41,669
|
|
|
|
June 30, 2015
|
|
June 30, 2014
|
||||
Balance Sheet Data
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
168
|
|
|
$
|
2,083
|
|
Receivables
|
|
28,721
|
|
|
24,530
|
|
||
Intangibles, including goodwill
|
|
351,396
|
|
|
400,453
|
|
||
Other assets
|
|
28,686
|
|
|
15,106
|
|
||
Notes payable
|
|
25,132
|
|
|
24,329
|
|
||
Notes payable, due to Prospect or Affiliate
|
|
296,734
|
|
|
268,022
|
|
||
Other liabilities
|
|
37,235
|
|
|
42,734
|
|
||
Total equity
|
|
49,870
|
|
|
107,087
|
|
|
|
Twelve Months Ended June 30, 2015
|
|
From Inception
(March 31, 2014) to June 30, 2014 |
||||
Summary of Operations
|
|
|
|
|
||||
Total revenue
|
|
$
|
280,606
|
|
|
$
|
68,759
|
|
Total expenses
|
|
329,469
|
|
|
82,673
|
|
||
Net loss
|
|
$
|
(48,863
|
)
|
|
$
|
(13,914
|
)
|
|
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, 2015(1)(2)
|
89.9752
|
|
|
80.2196
|
|
|
87.7516
|
|
|
83.6661
|
|
|
79.8248
|
|
|
80.6670
|
|
||||||
Conversion price at June 30, 2015(2)(3)
|
$
|
11.11
|
|
|
$
|
12.47
|
|
|
$
|
11.40
|
|
|
$
|
11.95
|
|
|
$
|
12.53
|
|
|
$
|
12.40
|
|
Last conversion price calculation date
|
12/21/2014
|
|
|
2/18/2015
|
|
|
4/16/2015
|
|
|
8/14/2014
|
|
|
12/21/2014
|
|
|
4/11/2015
|
|
||||||
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, 2015 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
|
|||
5.25
|
|
$
|
7,126
|
|
|
4.625%
|
|
4.625
|
%
|
|
August 15, 2020 – September 15, 2020
|
5.5
|
|
106,364
|
|
|
4.25%–4.75%
|
|
4.63
|
%
|
|
May 15, 2020 – November 15, 2020
|
|
6
|
|
2,197
|
|
|
3.375%
|
|
3.375
|
%
|
|
April 15, 2021 – May 15, 2021
|
|
6.5
|
|
3,912
|
|
|
5.10%
|
|
5.10
|
%
|
|
December 15, 2021
|
|
7
|
|
6,097
|
|
|
5.10%
|
|
5.10
|
%
|
|
May 15, 2022 – June 15, 2022
|
|
|
|
$
|
125,696
|
|
|
|
|
|
|
|
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
|
|
207,915
|
|
|
4.25%–5.00%
|
|
4.92
|
%
|
|
July 15, 2018 – May 15, 2019
|
|
5.5
|
|
53,820
|
|
|
4.75%–5.00%
|
|
4.86
|
%
|
|
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
|
|||
3
|
|
$
|
5,710
|
|
|
4.00%
|
|
4.00
|
%
|
|
October 15, 2016
|
3.5
|
|
3,109
|
|
|
4.00%
|
|
4.00
|
%
|
|
April 15, 2017
|
|
4
|
|
45,690
|
|
|
3.75%–4.00%
|
|
3.92
|
%
|
|
November 15, 2017 – May 15, 2018
|
|
5
|
|
207,719
|
|
|
4.25%–5.00%
|
|
4.92
|
%
|
|
July 15, 2018 – May 15, 2019
|
|
5.25
|
|
7,126
|
|
|
4.625%
|
|
4.63
|
%
|
|
August 15, 2020 – September 15, 2020
|
|
5.5
|
|
115,184
|
|
|
4.25%–5.00%
|
|
4.65
|
%
|
|
February 15, 2019 – November 15, 2020
|
|
6.0
|
|
2,197
|
|
|
3.375%
|
|
3.38
|
%
|
|
April 15, 2021 – May 15, 2021
|
|
6.5
|
|
5,712
|
|
|
5.10%–5.50%
|
|
5.23
|
%
|
|
February 15, 2020 – December 15, 2021
|
|
7
|
|
191,549
|
|
|
4.00%–5.85%
|
|
5.13
|
%
|
|
September 15, 2019 – June 15, 2022
|
|
7.5
|
|
1,996
|
|
|
5.75%
|
|
5.75
|
%
|
|
February 15, 2021
|
|
10
|
|
36,925
|
|
|
3.29%–7.00%
|
|
6.11
|
%
|
|
March 15, 2022 – May 15, 2024
|
|
12
|
|
2,978
|
|
|
6.00%
|
|
6.00
|
%
|
|
November 15, 2025 – December 15, 2025
|
|
15
|
|
17,385
|
|
|
5.00%–6.00%
|
|
5.14
|
%
|
|
May 15, 2028 – November 15, 2028
|
|
18
|
|
22,729
|
|
|
4.125%–6.25%
|
|
5.52
|
%
|
|
December 15, 2030 – August 15, 2031
|
|
20
|
|
4,530
|
|
|
5.75%–6.00%
|
|
5.89
|
%
|
|
November 15, 2032 – October 15, 2033
|
|
25
|
|
36,320
|
|
|
6.25%–6.50%
|
|
6.39
|
%
|
|
August 15, 2038 – May 15, 2039
|
|
30
|
|
120,583
|
|
|
5.50%–6.75%
|
|
6.23
|
%
|
|
November 15, 2042 – October 15, 2043
|
|
|
|
$
|
827,442
|
|
|
|
|
|
|
|
|
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
|
|
207,915
|
|
|
4.25%–5.00%
|
|
4.92
|
%
|
|
July 15, 2018 – August 15, 2019
|
|
5.5
|
|
8,820
|
|
|
5.00%
|
|
4.86
|
%
|
|
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
|
|
|
|
|
|
|
|
|
June 30, 2015
|
|
June 30, 2014
|
||||||||||||
|
Maximum Draw Amount
|
|
Amount Outstanding
|
|
Maximum Draw Amount
|
|
Amount Outstanding
|
||||||||
Revolving Credit Facility
|
$
|
885,000
|
|
|
$
|
368,700
|
|
|
$
|
857,500
|
|
|
$
|
92,000
|
|
Convertible Notes
|
1,239,500
|
|
|
1,239,500
|
|
|
1,247,500
|
|
|
1,247,500
|
|
||||
Public Notes
|
548,094
|
|
|
548,094
|
|
|
647,881
|
|
|
647,881
|
|
||||
Prospect Capital InterNotes
®
|
827,442
|
|
|
827,442
|
|
|
785,670
|
|
|
785,670
|
|
||||
Total
|
$
|
3,500,036
|
|
|
$
|
2,983,736
|
|
|
$
|
3,538,551
|
|
|
$
|
2,773,051
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than 1 Year
|
|
1 – 3 Years
|
|
3 – 5 Years
|
|
After 5 Years
|
||||||||||
Revolving Credit Facility
|
$
|
368,700
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
368,700
|
|
|
$
|
—
|
|
Convertible Notes
|
1,239,500
|
|
|
150,000
|
|
|
497,500
|
|
|
592,000
|
|
|
—
|
|
|||||
Public Notes
|
548,094
|
|
|
—
|
|
|
—
|
|
|
300,000
|
|
|
248,094
|
|
|||||
Prospect Capital InterNotes
®
|
827,442
|
|
|
—
|
|
|
54,509
|
|
|
369,938
|
|
|
402,995
|
|
|||||
Total Contractual Obligations
|
$
|
2,983,736
|
|
|
$
|
150,000
|
|
|
$
|
552,009
|
|
|
$
|
1,630,638
|
|
|
$
|
651,089
|
|
|
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
|
|
|
Fair Value Hierarchy
|
|
|
||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Revolving Credit Facility(1)
|
$
|
—
|
|
|
$
|
368,700
|
|
|
$
|
—
|
|
|
$
|
368,700
|
|
Convertible Notes(2)
|
—
|
|
|
1,244,402
|
|
|
—
|
|
|
1,244,402
|
|
||||
Public Notes(2)
|
—
|
|
|
564,052
|
|
|
—
|
|
|
564,052
|
|
||||
Prospect Capital InterNotes®(3)
|
—
|
|
|
848,387
|
|
|
—
|
|
|
848,387
|
|
||||
Total
|
$
|
—
|
|
|
$
|
3,025,541
|
|
|
$
|
—
|
|
|
$
|
3,025,541
|
|
(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 Convertible Notes and Public Notes.
|
(3)
|
The fair value of 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)
|
$
|
—
|
|
|
$
|
92,000
|
|
|
$
|
—
|
|
|
$
|
92,000
|
|
Convertible Notes(2)
|
—
|
|
|
1,293,495
|
|
|
—
|
|
|
1,293,495
|
|
||||
Public Notes(2)
|
—
|
|
|
679,816
|
|
|
—
|
|
|
679,816
|
|
||||
Prospect Capital InterNotes®(3)
|
—
|
|
|
799,631
|
|
|
—
|
|
|
799,631
|
|
||||
Total
|
$
|
—
|
|
|
$
|
2,864,942
|
|
|
$
|
—
|
|
|
$
|
2,864,942
|
|
(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 Convertible Notes and Public Notes.
|
(3)
|
The fair value of 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, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
September 11, 2014 – November 3, 2014(1)
|
|
9,490,975
|
|
|
95,149
|
|
|
474
|
|
|
175
|
|
|
$
|
10.03
|
|
|||
November 17, 2014 – December 3, 2014(1)
|
|
5,354,581
|
|
|
51,678
|
|
|
268
|
|
|
469
|
|
|
$
|
9.65
|
|
(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)
|
Shares were issued in conjunction with our investments in the following controlled portfolio companies: CP Holdings of Delaware LLC, Harbortouch Holdings of Delaware Inc., and Arctic Oilfield Equipment USA, Inc.
|
•
|
$0.08333 per share for July 2015 to holders of record on July 31, 2015 with a payment date of August 20, 2015;
|
•
|
$0.08333 per share for August 2015 to holders of record on August 31, 2015 with a payment date of September 17, 2015;
|
•
|
$0.08333 per share for September 2015 to holders of record on September 30, 2015 with a payment date of October 22, 2015; and
|
•
|
$0.08333 per share for October 2015 to holders of record on October 30, 2015 with a payment date of November 19, 2015.
|
|
Year Ended June 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Structuring and amendment fees (refer to Note 3)
|
$
|
28,562
|
|
|
$
|
59,527
|
|
|
$
|
53,708
|
|
Recovery of legal costs from prior periods from legal settlement
|
—
|
|
|
5,825
|
|
|
—
|
|
|||
Royalty interests
|
5,219
|
|
|
5,893
|
|
|
4,122
|
|
|||
Administrative agent fees
|
666
|
|
|
468
|
|
|
346
|
|
|||
Total Other Income
|
$
|
34,447
|
|
|
$
|
71,713
|
|
|
$
|
58,176
|
|
|
Year Ended June 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net increase in net assets resulting from operations
|
$
|
346,339
|
|
|
$
|
319,020
|
|
|
$
|
220,856
|
|
Weighted average common shares outstanding
|
353,648,522
|
|
|
300,283,941
|
|
|
207,069,971
|
|
|||
Net increase in net assets resulting from operations per share
|
$
|
0.98
|
|
|
$
|
1.06
|
|
|
$
|
1.07
|
|
|
|
Tax Year Ended August 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Ordinary income
|
|
$
|
413,051
|
|
|
$
|
282,621
|
|
|
$
|
147,204
|
|
Capital gain
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Return of capital
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total dividends paid to shareholders
|
|
$
|
413,051
|
|
|
$
|
282,621
|
|
|
$
|
147,204
|
|
|
|
Tax Year Ended August 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net increase in net assets resulting from operations
|
|
$
|
317,671
|
|
|
$
|
238,721
|
|
|
$
|
208,331
|
|
Net realized loss (gain) on investments
|
|
28,244
|
|
|
24,632
|
|
|
(38,363
|
)
|
|||
Net unrealized depreciation on investments
|
|
24,638
|
|
|
77,835
|
|
|
32,367
|
|
|||
Other temporary book-to-tax differences
|
|
(9,122
|
)
|
|
(6,994
|
)
|
|
(1,132
|
)
|
|||
Permanent differences
|
|
(4,317
|
)
|
|
5,939
|
|
|
(6,103
|
)
|
|||
Taxable income before deductions for distributions
|
|
$
|
357,114
|
|
|
$
|
340,133
|
|
|
$
|
195,100
|
|
•
|
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).
|
Year Ended June 30, 2013
|
$
|
600
|
|
Year Ended June 30, 2014
|
593
|
|
|
Year Ended June 30, 2015
|
49
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
7,000
|
|
|
Year Ended June 30, 2015
|
N/A
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
12,000
|
|
|
Year Ended June 30, 2015
|
N/A
|
|
Year Ended June 30, 2013
|
$
|
2,286
|
|
Year Ended June 30, 2014
|
3,159
|
|
|
Year Ended June 30, 2015
|
N/A
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
295
|
|
|
Year Ended June 30, 2015
|
N/A
|
|
Year Ended June 30, 2013
|
$
|
3,536
|
|
Year Ended June 30, 2014
|
3,420
|
|
|
Year Ended June 30, 2015
|
576
|
|
June 30, 2014
|
$
|
920
|
|
June 30, 2015
|
—
|
|
Year Ended June 30, 2013
|
$
|
225
|
|
Year Ended June 30, 2014
|
300
|
|
|
Year Ended June 30, 2015
|
N/A
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
—
|
|
|
Year Ended June 30, 2015
|
75
|
|
June 30, 2014
|
$
|
75
|
|
June 30, 2015
|
—
|
|
Year Ended June 30, 2013
|
$
|
8
|
|
Year Ended June 30, 2014
|
—
|
|
|
Year Ended June 30, 2015
|
730
|
|
June 30, 2014
|
$
|
11
|
|
June 30, 2015
|
—
|
|
Year Ended June 30, 2013
|
$
|
1,676
|
|
Year Ended June 30, 2014
|
8,810
|
|
|
Year Ended June 30, 2015
|
—
|
|
Year Ended June 30, 2013
|
$
|
2,898
|
|
Year Ended June 30, 2014
|
13,928
|
|
|
Year Ended June 30, 2015
|
N/A
|
|
Year Ended June 30, 2013
|
$
|
892
|
|
Year Ended June 30, 2014
|
4,084
|
|
|
Year Ended June 30, 2015
|
N/A
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
4,860
|
|
|
Year Ended June 30, 2015
|
14,747
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
581
|
|
|
Year Ended June 30, 2015
|
4,529
|
|
June 30, 2014
|
$
|
54
|
|
June 30, 2015
|
25
|
|
Year Ended June 30, 2013
|
$
|
140
|
|
Year Ended June 30, 2014
|
1,418
|
|
|
Year Ended June 30, 2015
|
N/A
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
—
|
|
|
Year Ended June 30, 2015
|
1,342
|
|
Year Ended June 30, 2013
|
$
|
148
|
|
Year Ended June 30, 2014
|
637
|
|
|
Year Ended June 30, 2015
|
590
|
|
June 30, 2014
|
$
|
148
|
|
June 30, 2015
|
148
|
|
Year Ended June 30, 2013
|
$
|
90
|
|
Year Ended June 30, 2014
|
1,791
|
|
|
Year Ended June 30, 2015
|
301
|
|
June 30, 2014
|
$
|
202
|
|
June 30, 2015
|
124
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
1,050
|
|
|
Year Ended June 30, 2015
|
6,721
|
|
June 30, 2014
|
$
|
18
|
|
June 30, 2015
|
18
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
15
|
|
|
Year Ended June 30, 2015
|
100
|
|
June 30, 2014
|
$
|
15
|
|
June 30, 2015
|
25
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
445
|
|
|
Year Ended June 30, 2015
|
—
|
|
June 30, 2014
|
$
|
6
|
|
June 30, 2015
|
—
|
|
June 30, 2014
|
$
|
—
|
|
June 30, 2015
|
1
|
|
Year Ended June 30, 2013
|
$
|
430
|
|
Year Ended June 30, 2014
|
400
|
|
|
Year Ended June 30, 2015
|
—
|
|
Year Ended June 30, 2013
|
$
|
993
|
|
Year Ended June 30, 2014
|
1,029
|
|
|
Year Ended June 30, 2015
|
—
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
309
|
|
|
Year Ended June 30, 2015
|
—
|
|
Year Ended June 30, 2013
|
$
|
4,183
|
|
Year Ended June 30, 2014
|
2,082
|
|
|
Year Ended June 30, 2015
|
956
|
|
June 30, 2014
|
$
|
6
|
|
June 30, 2015
|
—
|
|
Year Ended June 30, 2013
|
$
|
225
|
|
Year Ended June 30, 2014
|
180
|
|
|
Year Ended June 30, 2015
|
45
|
|
June 30, 2014
|
$
|
45
|
|
June 30, 2015
|
—
|
|
Year Ended June 30, 2013
|
$
|
63
|
|
Year Ended June 30, 2014
|
17
|
|
|
Year Ended June 30, 2015
|
1,485
|
|
June 30, 2014
|
$
|
2
|
|
June 30, 2015
|
—
|
|
Year Ended June 30, 2013
|
$
|
338
|
|
Year Ended June 30, 2014
|
450
|
|
|
Year Ended June 30, 2015
|
450
|
|
Year Ended June 30, 2013
|
$
|
794
|
|
Year Ended June 30, 2014
|
1,266
|
|
|
Year Ended June 30, 2015
|
—
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
500
|
|
|
Year Ended June 30, 2015
|
N/A
|
|
Year Ended June 30, 2013
|
$
|
801
|
|
Year Ended June 30, 2014
|
1,464
|
|
|
Year Ended June 30, 2015
|
N/A
|
|
Year Ended June 30, 2013
|
$
|
159
|
|
Year Ended June 30, 2014
|
557
|
|
|
Year Ended June 30, 2015
|
N/A
|
|
Year Ended June 30, 2013
|
$
|
991
|
|
Year Ended June 30, 2014
|
1,848
|
|
|
Year Ended June 30, 2015
|
3,332
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
27
|
|
|
Year Ended June 30, 2015
|
599
|
|
June 30, 2014
|
$
|
9
|
|
June 30, 2015
|
—
|
|
Year Ended June 30, 2013
|
$
|
32
|
|
Year Ended June 30, 2014
|
71
|
|
|
Year Ended June 30, 2015
|
N/A
|
|
Year Ended June 30, 2013
|
$
|
132
|
|
Year Ended June 30, 2014
|
240
|
|
|
Year Ended June 30, 2015
|
240
|
|
June 30, 2014
|
$
|
60
|
|
June 30, 2015
|
60
|
|
Year Ended June 30, 2013
|
$
|
214
|
|
Year Ended June 30, 2014
|
249
|
|
|
Year Ended June 30, 2015
|
—
|
|
June 30, 2014
|
$
|
10
|
|
June 30, 2015
|
—
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
8,083
|
|
|
Year Ended June 30, 2015
|
—
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
1,657
|
|
|
Year Ended June 30, 2015
|
—
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
4,118
|
|
|
Year Ended June 30, 2015
|
16,420
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
—
|
|
|
Year Ended June 30, 2015
|
2,818
|
|
June 30, 2014
|
$
|
45
|
|
June 30, 2015
|
46
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
275
|
|
|
Year Ended June 30, 2015
|
300
|
|
June 30, 2014
|
$
|
75
|
|
June 30, 2015
|
75
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
609
|
|
|
Year Ended June 30, 2015
|
60
|
|
June 30, 2014
|
$
|
4
|
|
June 30, 2015
|
1
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
—
|
|
|
Year Ended June 30, 2015
|
300
|
|
Year Ended June 30, 2013
|
$
|
4,796
|
|
Year Ended June 30, 2014
|
10,431
|
|
|
Year Ended June 30, 2015
|
—
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
4,841
|
|
|
Year Ended June 30, 2015
|
N/A
|
|
Year Ended June 30, 2013
|
$
|
3,893
|
|
Year Ended June 30, 2014
|
7,744
|
|
|
Year Ended June 30, 2015
|
N/A
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
101
|
|
|
Year Ended June 30, 2015
|
7,375
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
—
|
|
|
Year Ended June 30, 2015
|
300
|
|
June 30, 2014
|
$
|
20
|
|
June 30, 2015
|
20
|
|
Year Ended June 30, 2013
|
$
|
240
|
|
Year Ended June 30, 2014
|
521
|
|
|
Year Ended June 30, 2015
|
N/A
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
—
|
|
|
Year Ended June 30, 2015
|
1,220
|
|
Year Ended June 30, 2013
|
$
|
350
|
|
Year Ended June 30, 2014
|
700
|
|
|
Year Ended June 30, 2015
|
700
|
|
June 30, 2014
|
$
|
175
|
|
June 30, 2015
|
175
|
|
Year Ended June 30, 2013
|
$
|
292
|
|
Year Ended June 30, 2014
|
131
|
|
|
Year Ended June 30, 2015
|
—
|
|
June 30, 2014
|
$
|
38
|
|
June 30, 2015
|
27
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
2,809
|
|
|
Year Ended June 30, 2015
|
6,895
|
|
June 30, 2014
|
$
|
2,809
|
|
June 30, 2015
|
2,412
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
—
|
|
|
Year Ended June 30, 2015
|
313
|
|
June 30, 2014
|
$
|
—
|
|
June 30, 2015
|
63
|
|
June 30, 2014
|
$
|
63
|
|
June 30, 2015
|
—
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
664
|
|
|
Year Ended June 30, 2015
|
211
|
|
June 30, 2014
|
$
|
78
|
|
June 30, 2015
|
30
|
|
Year Ended June 30, 2013
|
$
|
24,172
|
|
Year Ended June 30, 2014
|
5,368
|
|
|
Year Ended June 30, 2015
|
N/A
|
|
Year Ended June 30, 2013
|
$
|
180
|
|
Year Ended June 30, 2014
|
180
|
|
|
Year Ended June 30, 2015
|
N/A
|
|
June 30, 2014
|
$
|
45
|
|
June 30, 2015
|
N/A
|
|
Year Ended June 30, 2013
|
$
|
118
|
|
Year Ended June 30, 2014
|
—
|
|
|
Year Ended June 30, 2015
|
N/A
|
|
Year Ended June 30, 2013
|
$
|
31,918
|
|
Year Ended June 30, 2014
|
14,912
|
|
|
Year Ended June 30, 2015
|
—
|
|
Year Ended June 30, 2013
|
$
|
54,035
|
|
Year Ended June 30, 2014
|
36,064
|
|
|
Year Ended June 30, 2015
|
—
|
|
Year Ended June 30, 2013
|
$
|
52,476
|
|
Year Ended June 30, 2014
|
53,489
|
|
|
Year Ended June 30, 2015
|
N/A
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
1,698
|
|
|
Year Ended June 30, 2015
|
N/A
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
831
|
|
|
Year Ended June 30, 2015
|
52,900
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
—
|
|
|
Year Ended June 30, 2015
|
332
|
|
June 30, 2014
|
$
|
119
|
|
June 30, 2015
|
4,612
|
|
Year Ended June 30, 2013
|
$
|
2,426
|
|
Year Ended June 30, 2014
|
2,560
|
|
|
Year Ended June 30, 2015
|
N/A
|
|
Year Ended June 30, 2013
|
$
|
2,520
|
|
Year Ended June 30, 2014
|
2,400
|
|
|
Year Ended June 30, 2015
|
N/A
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
—
|
|
|
Year Ended June 30, 2015
|
2,400
|
|
Year Ended June 30, 2013
|
$
|
4
|
|
Year Ended June 30, 2014
|
243
|
|
|
Year Ended June 30, 2015
|
N/A
|
|
June 30, 2014
|
$
|
37
|
|
June 30, 2015
|
20
|
|
Year Ended June 30, 2013
|
$
|
637
|
|
Year Ended June 30, 2014
|
641
|
|
|
Year Ended June 30, 2015
|
639
|
|
June 30, 2014
|
$
|
2
|
|
June 30, 2015
|
2
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
1,023
|
|
|
Year Ended June 30, 2015
|
1,713
|
|
June 30, 2014
|
$
|
5
|
|
June 30, 2015
|
5
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
1,213
|
|
|
Year Ended June 30, 2015
|
2,109
|
|
June 30, 2014
|
$
|
6
|
|
June 30, 2015
|
6
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
—
|
|
|
Year Ended June 30, 2015
|
300
|
|
June 30, 2014
|
$
|
—
|
|
June 30, 2015
|
75
|
|
Year Ended June 30, 2013
|
$
|
1
|
|
Year Ended June 30, 2014
|
38
|
|
|
Year Ended June 30, 2015
|
115
|
|
June 30, 2014
|
$
|
1
|
|
June 30, 2015
|
3
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
1,449
|
|
|
Year Ended June 30, 2015
|
1,370
|
|
June 30, 2014
|
$
|
6
|
|
June 30, 2015
|
—
|
|
June 30, 2014
|
$
|
342
|
|
June 30, 2015
|
1
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
—
|
|
|
Year Ended June 30, 2015
|
5,371
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
—
|
|
|
Year Ended June 30, 2015
|
55
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
55
|
|
|
Year Ended June 30, 2015
|
N/A
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
6,824
|
|
|
Year Ended June 30, 2015
|
29,834
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
—
|
|
|
Year Ended June 30, 2015
|
7,652
|
|
June 30, 2014
|
$
|
1,962
|
|
June 30, 2015
|
2,077
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
125
|
|
|
Year Ended June 30, 2015
|
500
|
|
June 30, 2014
|
$
|
125
|
|
June 30, 2015
|
125
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
1,761
|
|
|
Year Ended June 30, 2015
|
46
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
884
|
|
|
Year Ended June 30, 2015
|
—
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
861
|
|
|
Year Ended June 30, 2015
|
—
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
3,177
|
|
|
Year Ended June 30, 2015
|
N/A
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
177
|
|
|
Year Ended June 30, 2015
|
N/A
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
1,516
|
|
|
Year Ended June 30, 2015
|
5,146
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
—
|
|
|
Year Ended June 30, 2015
|
532
|
|
June 30, 2014
|
$
|
14
|
|
June 30, 2015
|
14
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
—
|
|
|
Year Ended June 30, 2015
|
637
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
225
|
|
|
Year Ended June 30, 2015
|
310
|
|
June 30, 2014
|
$
|
75
|
|
June 30, 2015
|
75
|
|
June 30, 2014
|
$
|
10
|
|
June 30, 2015
|
—
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
495
|
|
|
Year Ended June 30, 2015
|
121
|
|
June 30, 2014
|
$
|
5
|
|
June 30, 2015
|
1
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
2,696
|
|
|
Year Ended June 30, 2015
|
—
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
2,838
|
|
|
Year Ended June 30, 2015
|
N/A
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
432
|
|
|
Year Ended June 30, 2015
|
N/A
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
3,135
|
|
|
Year Ended June 30, 2015
|
23,869
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
18
|
|
|
Year Ended June 30, 2015
|
3,056
|
|
June 30, 2014
|
$
|
—
|
|
June 30, 2015
|
116
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
—
|
|
|
Year Ended June 30, 2015
|
6,742
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
—
|
|
|
Year Ended June 30, 2015
|
816
|
|
June 30, 2014
|
$
|
—
|
|
June 30, 2015
|
23
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
567
|
|
|
Year Ended June 30, 2015
|
N/A
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
—
|
|
|
Year Ended June 30, 2015
|
1,683
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
255
|
|
|
Year Ended June 30, 2015
|
510
|
|
June 30, 2014
|
$
|
128
|
|
June 30, 2015
|
128
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
207
|
|
|
Year Ended June 30, 2015
|
1,164
|
|
June 30, 2014
|
$
|
13
|
|
June 30, 2015
|
108
|
|
Year Ended June 30, 2013
|
$
|
2,615
|
|
Year Ended June 30, 2014
|
7,074
|
|
|
Year Ended June 30, 2015
|
4,425
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
5,000
|
|
|
Year Ended June 30, 2015
|
N/A
|
|
Year Ended June 30, 2013
|
$
|
1,788
|
|
Year Ended June 30, 2014
|
4,322
|
|
|
Year Ended June 30, 2015
|
N/A
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
107
|
|
|
Year Ended June 30, 2015
|
3,005
|
|
June 30, 2014
|
$
|
8
|
|
June 30, 2015
|
8
|
|
Year Ended June 30, 2013
|
$
|
131
|
|
Year Ended June 30, 2014
|
354
|
|
|
Year Ended June 30, 2015
|
N/A
|
|
Year Ended June 30, 2013
|
$
|
167
|
|
Year Ended June 30, 2014
|
400
|
|
|
Year Ended June 30, 2015
|
400
|
|
June 30, 2014
|
$
|
100
|
|
June 30, 2015
|
100
|
|
Year Ended June 30, 2013
|
$
|
163
|
|
Year Ended June 30, 2014
|
234
|
|
|
Year Ended June 30, 2015
|
4
|
|
June 30, 2014
|
$
|
2
|
|
June 30, 2015
|
—
|
|
June 30, 2014
|
$
|
—
|
|
June 30, 2015
|
12
|
|
Year Ended June 30, 2013
|
$
|
426
|
|
Year Ended June 30, 2014
|
192
|
|
|
Year Ended June 30, 2015
|
N/A
|
|
Year Ended June 30, 2013
|
$
|
2,601
|
|
Year Ended June 30, 2014
|
1,826
|
|
|
Year Ended June 30, 2015
|
525
|
|
June 30, 2014
|
$
|
1
|
|
June 30, 2015
|
133
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
33
|
|
|
Year Ended June 30, 2015
|
996
|
|
June 30, 2014
|
$
|
3
|
|
June 30, 2015
|
250
|
|
Year Ended June 30, 2013
|
$
|
500
|
|
Year Ended June 30, 2014
|
100
|
|
|
Year Ended June 30, 2015
|
—
|
|
June 30, 2014
|
$
|
300
|
|
June 30, 2015
|
700
|
|
Year Ended June 30, 2013
|
$
|
12
|
|
Year Ended June 30, 2014
|
15
|
|
|
Year Ended June 30, 2015
|
—
|
|
June 30, 2014
|
$
|
1
|
|
June 30, 2015
|
2
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
2,339
|
|
|
Year Ended June 30, 2015
|
1,175
|
|
Year Ended June 30, 2013
|
$
|
24,462
|
|
Year Ended June 30, 2014
|
1,100
|
|
|
Year Ended June 30, 2015
|
298
|
|
Year Ended June 30, 2013
|
$
|
781
|
|
Year Ended June 30, 2014
|
3,188
|
|
|
Year Ended June 30, 2015
|
3,018
|
|
Year Ended June 30, 2013
|
$
|
180
|
|
Year Ended June 30, 2014
|
180
|
|
|
Year Ended June 30, 2015
|
180
|
|
June 30, 2014
|
$
|
45
|
|
June 30, 2015
|
45
|
|
Year Ended June 30, 2013
|
$
|
37
|
|
Year Ended June 30, 2014
|
—
|
|
|
Year Ended June 30, 2015
|
13
|
|
June 30, 2014
|
$
|
2
|
|
June 30, 2015
|
2
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
510
|
|
|
Year Ended June 30, 2015
|
—
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
548
|
|
|
Year Ended June 30, 2015
|
N/A
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
173
|
|
|
Year Ended June 30, 2015
|
N/A
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
553
|
|
|
Year Ended June 30, 2015
|
5,893
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
—
|
|
|
Year Ended June 30, 2015
|
162
|
|
June 30, 2014
|
$
|
6
|
|
June 30, 2015
|
20
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
156
|
|
|
Year Ended June 30, 2015
|
N/A
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
—
|
|
|
Year Ended June 30, 2015
|
901
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
100
|
|
|
Year Ended June 30, 2015
|
200
|
|
June 30, 2014
|
$
|
50
|
|
June 30, 2015
|
50
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
85
|
|
|
Year Ended June 30, 2015
|
262
|
|
June 30, 2014
|
$
|
32
|
|
June 30, 2015
|
15
|
|
Year Ended June 30, 2013
|
$
|
100
|
|
Year Ended June 30, 2014
|
200
|
|
|
Year Ended June 30, 2015
|
—
|
|
Year Ended June 30, 2013
|
$
|
1,867
|
|
Year Ended June 30, 2014
|
2,953
|
|
|
Year Ended June 30, 2015
|
—
|
|
Year Ended June 30, 2013
|
$
|
2,982
|
|
Year Ended June 30, 2014
|
6,323
|
|
|
Year Ended June 30, 2015
|
N/A
|
|
Year Ended June 30, 2013
|
$
|
1,491
|
|
Year Ended June 30, 2014
|
3,162
|
|
|
Year Ended June 30, 2015
|
N/A
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
74
|
|
|
Year Ended June 30, 2015
|
3,905
|
|
Year Ended June 30, 2013
|
$
|
—
|
|
Year Ended June 30, 2014
|
29
|
|
|
Year Ended June 30, 2015
|
1,794
|
|
June 30, 2014
|
$
|
45
|
|
June 30, 2015
|
11
|
|
Year Ended June 30, 2013
|
$
|
530
|
|
Year Ended June 30, 2014
|
1,074
|
|
|
Year Ended June 30, 2015
|
1,086
|
|
Year Ended June 30, 2013
|
$
|
126
|
|
Year Ended June 30, 2014
|
255
|
|
|
Year Ended June 30, 2015
|
259
|
|
June 30, 2014
|
$
|
3
|
|
June 30, 2015
|
3
|
|
Year Ended June 30, 2013
|
$
|
98
|
|
Year Ended June 30, 2014
|
148
|
|
|
Year Ended June 30, 2015
|
N/A
|
|
Year Ended June 30, 2013
|
$
|
150
|
|
Year Ended June 30, 2014
|
300
|
|
|
Year Ended June 30, 2015
|
300
|
|
June 30, 2014
|
$
|
75
|
|
June 30, 2015
|
75
|
|
Year Ended June 30, 2013
|
$
|
345
|
|
Year Ended June 30, 2014
|
91
|
|
|
Year Ended June 30, 2015
|
18
|
|
June 30, 2014
|
$
|
6
|
|
June 30, 2015
|
—
|
|
June 30, 2014
|
$
|
6
|
|
June 30, 2015
|
—
|
|
Year Ended June 30, 2013
|
$
|
22
|
|
Year Ended June 30, 2014
|
101
|
|
|
Year Ended June 30, 2015
|
N/A
|
|
|
Year Ended June 30,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Per Share Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Net asset value at beginning of year
|
$
|
10.56
|
|
|
$
|
10.72
|
|
|
$
|
10.83
|
|
|
$
|
10.36
|
|
|
$
|
10.30
|
|
Net investment income(1)
|
1.03
|
|
|
1.19
|
|
|
1.57
|
|
|
1.63
|
|
|
1.10
|
|
|||||
Net realized losses (gains) on investments(1)
|
(0.51
|
)
|
|
(0.01
|
)
|
|
(0.13
|
)
|
|
0.32
|
|
|
0.19
|
|
|||||
Net change in unrealized appreciation (depreciation) on investments(1)
|
0.47
|
|
|
(0.12
|
)
|
|
(0.37
|
)
|
|
(0.28
|
)
|
|
0.09
|
|
|||||
Net realized losses on extinguishment of debt(1)
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Dividends to shareholders
|
(1.19
|
)
|
|
(1.32
|
)
|
|
(1.28
|
)
|
|
(1.22
|
)
|
|
(1.21
|
)
|
|||||
Common stock transactions(2)
|
(0.04
|
)
|
|
0.10
|
|
|
0.10
|
|
|
0.02
|
|
|
(0.11
|
)
|
|||||
Net asset value at end of year
|
$
|
10.31
|
|
|
$
|
10.56
|
|
|
$
|
10.72
|
|
|
$
|
10.83
|
|
|
$
|
10.36
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Per share market value at end of year
|
$
|
7.37
|
|
|
$
|
10.63
|
|
|
$
|
10.80
|
|
|
$
|
11.39
|
|
|
$
|
10.11
|
|
Total return based on market value(3)
|
(20.84
|
%)
|
|
10.88
|
%
|
|
6.24
|
%
|
|
27.21
|
%
|
|
17.22
|
%
|
|||||
Total return based on net asset value(3)
|
11.47
|
%
|
|
10.97
|
%
|
|
10.91
|
%
|
|
18.03
|
%
|
|
12.54
|
%
|
|||||
Shares of common stock outstanding at end of year
|
359,090,759
|
|
|
342,626,637
|
|
|
247,836,965
|
|
|
139,633,870
|
|
|
107,606,690
|
|
|||||
Weighted average shares of common stock outstanding
|
353,648,522
|
|
|
300,283,941
|
|
|
207,069,971
|
|
|
114,394,554
|
|
|
85,978,757
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratios/Supplemental Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net assets at end of year
|
$
|
3,703,049
|
|
|
$
|
3,618,182
|
|
|
$
|
2,656,494
|
|
|
$
|
1,511,974
|
|
|
$
|
1,114,357
|
|
Portfolio turnover rate
|
25.32
|
%
|
|
15.21
|
%
|
|
29.24
|
%
|
|
29.06
|
%
|
|
27.63
|
%
|
|||||
Annualized ratio of operating expenses to average net assets
|
11.70
|
%
|
|
11.11
|
%
|
|
11.50
|
%
|
|
10.73
|
%
|
|
8.47
|
%
|
|||||
Annualized ratio of net investment income to average net assets
|
9.91
|
%
|
|
11.18
|
%
|
|
14.86
|
%
|
|
14.92
|
%
|
|
10.60
|
%
|
(1)
|
Per share data amount 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)
|
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.
|
(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, 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
|
)
|
|
(0.05
|
)
|
|
82,101
|
|
|
0.26
|
|
||||||||
June 30, 2014
|
|
182,840
|
|
|
0.54
|
|
|
84,148
|
|
|
0.25
|
|
|
(12,491
|
)
|
|
(0.04
|
)
|
|
71,657
|
|
|
0.21
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
September 30, 2014
|
|
202,021
|
|
|
0.59
|
|
|
94,463
|
|
|
0.28
|
|
|
(10,355
|
)
|
|
(0.04
|
)
|
|
84,108
|
|
|
0.24
|
|
||||||||
December 31, 2014
|
|
198,883
|
|
|
0.56
|
|
|
91,325
|
|
|
0.26
|
|
|
(5,355
|
)
|
|
(0.02
|
)
|
|
85,970
|
|
|
0.24
|
|
||||||||
March 31, 2015
|
|
191,350
|
|
|
0.53
|
|
|
87,441
|
|
|
0.24
|
|
|
(5,949
|
)
|
|
(0.01
|
)
|
|
81,492
|
|
|
0.23
|
|
||||||||
June 30, 2015
|
|
198,830
|
|
|
0.55
|
|
|
89,518
|
|
|
0.25
|
|
|
5,251
|
|
|
0.01
|
|
|
94,769
|
|
|
0.26
|
|
(1)
|
Per share amounts are calculated using the weighted average number of common shares outstanding for the period presented. As such, the sum of the quarterly per share amounts above will not necessarily equal the per share amounts for the fiscal year.
|
•
|
$0.08333 per share for September 2015 to holders of record on September 30, 2015 with a payment date of October 22, 2015; and
|
•
|
$0.08333 per share for October 2015 to holders of record on October 30, 2015 with a payment date of November 19, 2015.
|
Financial Statements
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
Exhibit No.
|
|
Description
|
(d)(6)
|
|
Statement of Eligibility of U.S. Bank National Association on Form T-1(150)
|
(d)(7)
|
|
Indenture dated as of February 16, 2012, by and between the Registrant and American Stock Transfer & Trust Company, LLC, as Trustee(10)
|
(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 and Form of 7.00% Prospect Capital InterNote® due 2022(10)
|
(d)(9)
|
|
Second Supplemental Indenture dated as of March 8, 2012, to the Indenture dated as of February 16, 2012, by and between the Registrant and American Stock Transfer & Trust Company, LLC, as Trustee(11)
|
(d)(10)
|
|
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 and Form of 6.900% Prospect Capital InterNote® due 2022(11)
|
(d)(11)
|
|
Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee (the “U.S. Bank Indenture”)(12)
|
(d)(12)
|
|
Third Supplemental Indenture dated as of April 5, 2012, to the U.S. Bank Indenture and Form of 6.850% Prospect Capital InterNote® due 2022(14)
|
(d)(13)
|
|
Fourth Supplemental Indenture dated as of April 12, 2012, to the U.S. Bank Indenture and Form of 6.700% Prospect Capital InterNote® due 2022(15)
|
(d)(14)
|
|
Indenture dated as of April 16, 2012 relating to the 5.375% Senior Convertible Notes, by and between the Registrant and American Stock Transfer & Trust Company, as Trustee(16)
|
(d)(15)
|
|
Form of 5.375% Senior Convertible Note due 2017(17)
|
(d)(16)
|
|
Fifth Supplemental Indenture dated as of April 26, 2012, to the U.S. Bank Indenture and Form of 6.500% Prospect Capital InterNote® due 2022(18)
|
(d)(17)
|
|
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(19)
|
(d)(18)
|
|
Form of 5.75% Senior Convertible Note due 2018(20)
|
(d)(19)
|
|
Nineteenth Supplemental Indenture dated as of September 27, 2012, to the U.S. Bank Indenture and Form of 5.850% Prospect Capital InterNote® due 2019(21)
|
(d)(20)
|
|
Twentieth Supplemental Indenture dated as of October 4, 2012, to the U.S. Bank Indenture and Form of 5.700% Prospect Capital InterNote® due 2019(22)
|
(d)(21)
|
|
Twenty-First Supplemental Indenture dated as of November 23, 2012, to the U.S. Bank Indenture and Form of 5.125% Prospect Capital InterNote® due 2019(23)
|
(d)(22)
|
|
Twenty-Second Supplemental Indenture dated as of November 23, 2012, to the U.S. Bank Indenture and Form of 6.625% Prospect Capital InterNote® due 2042(23)
|
(d)(23)
|
|
Twenty-Third Supplemental Indenture dated as of November 29, 2012, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2019(24)
|
(d)(24)
|
|
Twenty-Fourth Supplemental Indenture dated as of November 29, 2012, to the U.S. Bank Indenture and Form of 5.750% Prospect Capital InterNote® due 2032(24)
|
(d)(25)
|
|
Twenty-Fifth Supplemental Indenture dated as of November 29, 2012, to the U.S. Bank Indenture and Form of 6.500% Prospect Capital InterNote® due 2042(24)
|
(d)(26)
|
|
Twenty-Sixth Supplemental Indenture dated as of December 6, 2012, to the U.S. Bank Indenture and Form of 4.875% Prospect Capital InterNote® due 2019(25)
|
(d)(27)
|
|
Twenty-Eighth Supplemental Indenture dated as of December 6, 2012, to the U.S. Bank Indenture and Form of 6.375% Prospect Capital InterNote® due 2042(25)
|
(d)(28)
|
|
Twenty-Ninth Supplemental Indenture dated as of December 13, 2012, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2019(26)
|
(d)(29)
|
|
Thirty-First Supplemental Indenture dated as of December 13, 2012, to the U.S. Bank Indenture and Form of 6.250% Prospect Capital InterNote® due 2042(26)
|
(d)(30)
|
|
Thirty-Second Supplemental Indenture dated as of December 20, 2012, to the U.S. Bank Indenture and Form of 4.625% Prospect Capital InterNote® due 2019(27)
|
(d)(31)
|
|
Thirty-Fourth Supplemental Indenture dated as of December 20, 2012, to the U.S. Bank Indenture and Form of 6.125% Prospect Capital InterNote® due 2042(27)
|
(d)(32)
|
|
Indenture dated as of December 21, 2012, by and between the Registrant and American Stock Transfer & Trust Company, as Trustee and Form of Global Note 5.875% Convertible Senior Note Due 2019(28)
|
Exhibit No.
|
|
Description
|
(d)(33)
|
|
Thirty-Fifth Supplemental Indenture dated as of December 28, 2012, to the U.S. Bank Indenture and Form of 4.500% Prospect Capital InterNote® due 2019(29)
|
(d)(34)
|
|
Thirty-Sixth Supplemental Indenture dated as of December 28, 2012, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2030(29)
|
(d)(35)
|
|
Thirty-Seventh Supplemental Indenture dated as of December 28, 2012, to the U.S. Bank Indenture and Form of 6.000% Prospect Capital InterNote® due 2042(29)
|
(d)(36)
|
|
Thirty-Eighth Supplemental Indenture dated as of January 4, 2013, to the U.S. Bank Indenture and Form of 4.375% Prospect Capital InterNote® due 2020(30)
|
(d)(37)
|
|
Thirty-Ninth Supplemental Indenture dated as of January 4, 2013, to the U.S. Bank Indenture and Form of 4.875% Prospect Capital InterNote® due 2031(30)
|
(d)(38)
|
|
Fortieth Supplemental Indenture dated as of January 4, 2013, to the U.S. Bank Indenture and Form of 5.875% Prospect Capital InterNote® due 2043(30)
|
(d)(39)
|
|
Forty-First Supplemental Indenture dated as of January 10, 2013, to the U.S. Bank Indenture and Form of 4.250% Prospect Capital InterNote® due 2020(31)
|
(d)(40)
|
|
Forty-Second Supplemental Indenture dated as of January 10, 2013, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2031(31)
|
(d)(41)
|
|
Forty-Third Supplemental Indenture dated as of January 10, 2013, to the U.S. Bank Indenture and Form of 5.750% Prospect Capital InterNote® due 2043(31)
|
(d)(42)
|
|
Forty-Fourth Supplemental Indenture dated as of January 17, 2013, to the U.S. Bank Indenture and Form of 4.125% Prospect Capital InterNote® due 2020(32)
|
(d)(43)
|
|
Forty-Fifth Supplemental Indenture dated as of January 17, 2013, to the U.S. Bank Indenture and Form of 4.625% Prospect Capital InterNote® due 2031(32)
|
(d)(44)
|
|
Forty-Sixth Supplemental Indenture dated as of January 17, 2013, to the U.S. Bank Indenture and Form of 5.625% Prospect Capital InterNote® due 2043(32)
|
(d)(45)
|
|
Forty-Seventh Supplemental Indenture dated as of January 25, 2013, to the U.S. Bank Indenture and Form of 4.000% Prospect Capital InterNote® due 2020(33)
|
(d)(46)
|
|
Forty-Eighth Supplemental Indenture dated as of January 25, 2013, to the U.S. Bank Indenture and Form of 4.500% Prospect Capital InterNote® due 2031(33)
|
(d)(47)
|
|
Forty-Ninth Supplemental Indenture dated as of January 25, 2013, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2043(33)
|
(d)(48)
|
|
Fiftieth Supplemental Indenture dated as of January 31, 2013, to the U.S. Bank Indenture and Form of 4.000% Prospect Capital InterNote® due 2020(34)
|
(d)(49)
|
|
Fifty-First Supplemental Indenture dated as of January 31, 2013, to the U.S. Bank Indenture and Form of 4.500% Prospect Capital InterNote® due 2031(34)
|
(d)(50)
|
|
Fifty-Second Supplemental Indenture dated as of January 31, 2013, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2043(34)
|
(d)(51)
|
|
Fifty-Third Supplemental Indenture dated as of February 7, 2013, to the U.S. Bank Indenture and Form of 4.000% Prospect Capital InterNote® due 2020(35)
|
(d)(52)
|
|
Fifty-Fourth Supplemental Indenture dated as of February 7, 2013, to the U.S. Bank Indenture and Form of 4.500% Prospect Capital InterNote® due 2031(35)
|
(d)(53)
|
|
Fifty-Fifth Supplemental Indenture dated as of February 7, 2013, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2043(35)
|
(d)(54)
|
|
Fifty-Sixth Supplemental Indenture dated as of February 22, 2013, to the U.S. Bank Indenture and Form of 4.000% Prospect Capital InterNote® due 2020(36)
|
(d)(55)
|
|
Fifty-Seventh Supplemental Indenture dated as of February 22, 2013, to the U.S. Bank Indenture and Form of 4.500% Prospect Capital InterNote® due 2031(36)
|
(d)(56)
|
|
Fifty-Eighth Supplemental Indenture dated as of February 22, 2013, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2043(36)
|
(d)(57)
|
|
Fifty-Ninth Supplemental Indenture dated as of February 28, 2013, to the U.S. Bank Indenture and Form of 4.000% Prospect Capital InterNote® due 2020(37)
|
(d)(58)
|
|
Sixtieth Supplemental Indenture dated as of February 28, 2013, to the U.S. Bank Indenture and Form of 4.500% Prospect Capital InterNote® due 2031(37)
|
(d)(59)
|
|
Sixty-First Supplemental Indenture dated as of February 28, 2013, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2043(37)
|
Exhibit No.
|
|
Description
|
(d)(60)
|
|
Sixty-Second Supplemental Indenture dated as of March 7, 2013, to the U.S. Bank Indenture and Form of 4.000% Prospect Capital InterNote® due 2020(38)
|
(d)(61)
|
|
Sixty-Third Supplemental Indenture dated as of March 7, 2013, to the U.S. Bank Indenture and Form of 4.500% Prospect Capital InterNote® due 2031(38)
|
(d)(62)
|
|
Sixty-Fourth Supplemental Indenture dated as of March 7, 2013, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2043(38)
|
(d)(63)
|
|
Sixty-Fifth Supplemental Indenture dated as of March 14, 2013, to the U.S. Bank Indenture and Form of 4.000% Prospect Capital InterNote® due 2020(39)
|
(d)(64)
|
|
Sixty-Sixth Supplemental Indenture dated as of March 14, 2013, to the U.S. Bank Indenture and Form of 4.125% to 6.000% Prospect Capital InterNote® due 2031(39)
|
(d)(65)
|
|
Sixty-Seventh Supplemental Indenture dated as of March 14, 2013, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2043(39)
|
(d)(66)
|
|
Sixty-Eighth Supplemental Indenture dated as of March 14, 2013, to the U.S. Bank Indenture and Form of Floating Prospect Capital InterNote® due 2023(39)
|
(d)(67)
|
|
Supplemental Indenture dated as of March 15, 2013, to the U.S. Bank Indenture(40)
|
(d)(68)
|
|
Form of Global Note 5.875% Senior Note due 2023(41)
|
(d)(69)
|
|
Sixty-Ninth Supplemental Indenture dated as of March 21, 2013, to the U.S. Bank Indenture and Form of 4.000% Prospect Capital InterNote® due 2020(42)
|
(d)(70)
|
|
Seventieth Supplemental Indenture dated as of March 21, 2013, to the U.S. Bank Indenture and Form of 4.125% to 6.000% Prospect Capital InterNote® due 2031(42)
|
(d)(71)
|
|
Seventy-First Supplemental Indenture dated as of March 21, 2013, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2043(42)
|
(d)(72)
|
|
Seventy-Second Supplemental Indenture dated as of March 21, 2013, to the U.S. Bank Indenture and Form of Floating Prospect Capital InterNote® due 2023(42)
|
(d)(73)
|
|
Seventy-Third Supplemental Indenture dated as of March 28, 2013, to the U.S. Bank Indenture and Form of 4.000% Prospect Capital InterNote® due 2020(43)
|
(d)(74)
|
|
Seventy-Fourth Supplemental Indenture dated as of March 28, 2013, to the U.S. Bank Indenture and Form of 4.125% to 6.000% Prospect Capital InterNote® due 2031(43)
|
(d)(75)
|
|
Seventy-Fifth Supplemental Indenture dated as of March 28, 2013, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2043(43)
|
(d)(76)
|
|
Seventy-Sixth Supplemental Indenture dated as of March 28, 2013, to the U.S. Bank Indenture and Form of Floating Prospect Capital InterNote® due 2023(43)
|
(d)(77)
|
|
Seventy-Seventh Supplemental Indenture dated as of April 4, 2013, to the U.S. Bank Indenture and Form of 4.500% Prospect Capital InterNote® due 2020(44)
|
(d)(78)
|
|
Seventy-Eighth Supplemental Indenture dated as of April 4, 2013, to the U.S. Bank Indenture and Form of 4.625% to 6.500% Prospect Capital InterNote® due 2031(44)
|
(d)(79)
|
|
Seventy-Ninth Supplemental Indenture dated as of April 4, 2013, to the U.S. Bank Indenture and Form of 6.000% Prospect Capital InterNote® due 2043(44)
|
(d)(80)
|
|
Eightieth Supplemental Indenture dated as of April 4, 2013, to the U.S. Bank Indenture and Form of Floating Prospect Capital InterNote® due 2023(44)
|
(d)(81)
|
|
Eighty-First Supplemental Indenture dated as of April 11, 2013, to the U.S. Bank Indenture and Form of 4.500% Prospect Capital InterNote® due 2020(45)
|
(d)(82)
|
|
Eighty-Second Supplemental Indenture dated as of April 11, 2013, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2031(45)
|
(d)(83)
|
|
Eighty-Third Supplemental Indenture dated as of April 11, 2013, to the U.S. Bank Indenture and Form of 6.000% Prospect Capital InterNote® due 2043(45)
|
(d)(84)
|
|
Eighty-Fourth Supplemental Indenture dated as of April 11, 2013, to the U.S. Bank Indenture and Form of Floating Prospect Capital InterNote® due 2023(45)
|
(d)(85)
|
|
Eighty-Fifth Supplemental Indenture dated as of April 18, 2013, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2020(46)
|
(d)(86)
|
|
Eighty-Sixth Supplemental Indenture dated as of April 18, 2013, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2031(46)
|
(d)(87)
|
|
Eighty-Seventh Supplemental Indenture dated as of April 18, 2013, to the U.S. Bank Indenture and Form of 6.000% Prospect Capital InterNote® due 2043(46)
|
Exhibit No.
|
|
Description
|
(d)(88)
|
|
Eighty-Eighth Supplemental Indenture dated as of April 25, 2013, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2020(47)
|
(d)(89)
|
|
Eighty-Ninth Supplemental Indenture dated as of April 25, 2013, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2031(47)
|
(d)(90)
|
|
Ninetieth Supplemental Indenture dated as of April 25, 2013, to the U.S. Bank Indenture and Form of 6.000% Prospect Capital InterNote® due 2043(47)
|
(d)(91)
|
|
Ninety-First Supplemental Indenture dated as of May 2, 2013, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2020(48)
|
(d)(92)
|
|
Ninety-Second Supplemental Indenture dated as of May 2, 2013, to the U.S. Bank Indenture and Form of 5.750% Prospect Capital InterNote® due 2031(48)
|
(d)(93)
|
|
Ninety-Third Supplemental Indenture dated as of May 2, 2013, to the U.S. Bank Indenture and Form of 6.250% Prospect Capital InterNote® due 2043(48)
|
(d)(94)
|
|
Ninety-Fourth Supplemental Indenture dated as of May 9, 2013, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2020(49)
|
(d)(95)
|
|
Ninety-Fifth Supplemental Indenture dated as of May 9, 2013, to the U.S. Bank Indenture and Form of 5.750% Prospect Capital InterNote® due 2031(49)
|
(d)(96)
|
|
Ninety-Sixth Supplemental Indenture dated as of May 9, 2013, to the U.S. Bank Indenture and Form of 6.250% Prospect Capital InterNote® due 2043(49)
|
(d)(97)
|
|
Ninety-Seventh Supplemental Indenture dated as of May 23, 2013, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2020(50)
|
(d)(98)
|
|
Ninety-Eighth Supplemental Indenture dated as of May 23, 2013, to the U.S. Bank Indenture and Form of 5.750% Prospect Capital InterNote® due 2031(50)
|
(d)(99)
|
|
Ninety-Ninth Supplemental Indenture dated as of May 23, 2013, to the U.S. Bank Indenture and Form of 6.250% Prospect Capital InterNote® due 2043(50)
|
(d)(100)
|
|
One Hundredth Supplemental Indenture dated as of May 23, 2013, to the U.S. Bank Indenture and Form of 5.000% to 7.000% Prospect Capital InterNote® due 2028(50)
|
(d)(101)
|
|
One Hundred-First Supplemental Indenture dated as of May 31, 2013, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2020(51)
|
(d)(102)
|
|
One Hundred-Second Supplemental Indenture dated as of May 31, 2013, to the U.S. Bank Indenture and Form of 5.750% Prospect Capital InterNote® due 2031(51)
|
(d)(103)
|
|
One Hundred-Third Supplemental Indenture dated as of May 31, 2013, to the U.S. Bank Indenture and Form of 6.250% Prospect Capital InterNote® due 2043(51)
|
(d)(104)
|
|
One Hundred-Fourth Supplemental Indenture dated as of June 6, 2013, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2020(52)
|
(d)(105)
|
|
One Hundred-Fifth Supplemental Indenture dated as of June 6, 2013, to the U.S. Bank Indenture and Form of 5.750% Prospect Capital InterNote® due 2031(52)
|
(d)(106)
|
|
One Hundred-Sixth Supplemental Indenture dated as of June 6, 2013, to the U.S. Bank Indenture and Form of 6.250% Prospect Capital InterNote® due 2043(52)
|
(d)(107)
|
|
One Hundred-Seventh Supplemental Indenture dated as of June 6, 2013, to the U.S. Bank Indenture and Form of 5.000% to 7.000% Prospect Capital InterNote® due 2028(52)
|
(d)(108)
|
|
One Hundred-Eighth Supplemental Indenture dated as of June 13, 2013, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2020(53)
|
(d)(109)
|
|
One Hundred-Ninth Supplemental Indenture dated as of June 13, 2013, to the U.S. Bank Indenture and Form of 5.750% Prospect Capital InterNote® due 2031(53)
|
(d)(110)
|
|
One Hundred-Tenth Supplemental Indenture dated as of June 13, 2013, to the U.S. Bank Indenture and Form of 6.250% Prospect Capital InterNote® due 2043(53)
|
(d)(111)
|
|
One Hundred-Eleventh Supplemental Indenture dated as of June 20, 2013, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2020(54)
|
(d)(112)
|
|
One Hundred-Twelfth Supplemental Indenture dated as of June 20, 2013, to the U.S. Bank Indenture and Form of 5.750% Prospect Capital InterNote® due 2031(54)
|
(d)(113)
|
|
One Hundred-Thirteenth Supplemental Indenture dated as of June 20, 2013, to the U.S. Bank Indenture and Form of 6.250% Prospect Capital InterNote® due 2043(54)
|
(d)(114)
|
|
One Hundred-Fifteenth Supplemental Indenture dated as of June 27, 2013, to the U.S. Bank Indenture and Form of 6.000% Prospect Capital InterNote® due 2031(55)
|
Exhibit No.
|
|
Description
|
(d)(115)
|
|
One Hundred-Sixteenth Supplemental Indenture dated as of June 27, 2013, to the U.S. Bank Indenture and Form of 6.500% Prospect Capital InterNote® due 2043(55)
|
(d)(116)
|
|
One Hundred-Seventeenth Supplemental Indenture dated as of July 5, 2013, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(56)
|
(d)(117)
|
|
One Hundred-Eighteenth Supplemental Indenture dated as of July 5, 2013, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2031(56)
|
(d)(118)
|
|
One Hundred-Nineteenth Supplemental Indenture dated as of July 5, 2013, to the U.S. Bank Indenture and Form of 6.250% Prospect Capital InterNote® due 2043(56)
|
(d)(119)
|
|
One Hundred-Twentieth Supplemental Indenture dated as of July 5, 2013, to the U.S. Bank Indenture and Form of 6.750% Prospect Capital InterNote® due 2043(56)
|
(d)(120)
|
|
One Hundred Twenty-First Supplemental Indenture dated as of July 11, 2013, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(57)
|
(d)(121)
|
|
One Hundred Twenty-Second Supplemental Indenture dated as of July 11, 2013, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2031(57)
|
(d)(122)
|
|
One Hundred Twenty-Third Supplemental Indenture dated as of July 11, 2013, to the U.S. Bank Indenture and Form of 6.250% Prospect Capital InterNote® due 2043(57)
|
(d)(123)
|
|
One Hundred Twenty-Fourth Supplemental Indenture dated as of July 11, 2013, to the U.S. Bank Indenture and Form of 6.750% Prospect Capital InterNote® due 2043(57)
|
(d)(124)
|
|
One Hundred Twenty-Fifth Supplemental Indenture dated as of July 18, 2013, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2020(58)
|
(d)(125)
|
|
One Hundred Twenty-Sixth Supplemental Indenture dated as of July 18, 2013, to the U.S. Bank Indenture and Form of 5.750% Prospect Capital InterNote® due 2031(58)
|
(d)(126)
|
|
One Hundred Twenty-Seventh Supplemental Indenture dated as of July 18, 2013, to the U.S. Bank Indenture and Form of 6.250% Prospect Capital InterNote® due 2043(58)
|
(d)(127)
|
|
One Hundred Twenty-Eighth Supplemental Indenture dated as of July 18, 2013, to the U.S. Bank Indenture and Form of 6.750% Prospect Capital InterNote® due 2043(58)
|
(d)(128)
|
|
One Hundred Twenty-Ninth Supplemental Indenture dated as of July 25, 2013, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2020(59)
|
(d)(129)
|
|
One Hundred Thirtieth Supplemental Indenture dated as of July 25, 2013, to the U.S. Bank Indenture and Form of 5.750% Prospect Capital InterNote® due 2031(59)
|
(d)(130)
|
|
One Hundred Thirty-First Supplemental Indenture dated as of July 25, 2013, to the U.S. Bank Indenture and Form of 6.250% Prospect Capital InterNote® due 2043(59)
|
(d)(131)
|
|
One Hundred Thirty-Second Supplemental Indenture dated as of July 25, 2013, to the U.S. Bank Indenture and Form of 6.750% Prospect Capital InterNote® due 2043(59)
|
(d)(132)
|
|
One Hundred Thirty-Third Supplemental Indenture dated as of August 1, 2013, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2019(60)
|
(d)(133)
|
|
One Hundred Thirty-Fourth Supplemental Indenture dated as of August 1, 2013, to the U.S. Bank Indenture and Form of 5.750% Prospect Capital InterNote® due 2021(60)
|
(d)(134)
|
|
One Hundred Thirty-Fifth Supplemental Indenture dated as of August 1, 2013, to the U.S. Bank Indenture and Form of 6.125% Prospect Capital InterNote® due 2031(60)
|
(d)(135)
|
|
One Hundred Thirty-Sixth Supplemental Indenture dated as of August 1, 2013, to the U.S. Bank Indenture and Form of 6.625% Prospect Capital InterNote® due 2043(60)
|
(d)(136)
|
|
One Hundred Thirty-Seventh Supplemental Indenture dated as of August 8, 2013, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2018(61)
|
(d)(137)
|
|
One Hundred Thirty-Eighth Supplemental Indenture dated as of August 8, 2013, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2020(61)
|
(d)(138)
|
|
One Hundred Thirty-Ninth Supplemental Indenture dated as of August 8, 2013, to the U.S. Bank Indenture and Form of 6.000% Prospect Capital InterNote® due 2031(61)
|
(d)(139)
|
|
One Hundred Fortieth Supplemental Indenture dated as of August 8, 2013, to the U.S. Bank Indenture and Form of 6.500% Prospect Capital InterNote® due 2043(61)
|
(d)(140)
|
|
One Hundred Forty-First Supplemental Indenture dated as of August 15, 2013, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2018(62)
|
(d)(141)
|
|
One Hundred Forty-Second Supplemental Indenture dated as of August 15, 2013, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2020(62)
|
Exhibit No.
|
|
Description
|
(d)(142)
|
|
One Hundred Forty-Third Supplemental Indenture dated as of August 15, 2013, to the U.S. Bank Indenture and Form of 6.000% Prospect Capital InterNote® due 2028(62)
|
(d)(143)
|
|
One Hundred Forty-Fourth Supplemental Indenture dated as of August 15, 2013, to the U.S. Bank Indenture and Form of 6.500% Prospect Capital InterNote® due 2038(62)
|
(d)(144)
|
|
One Hundred Forty-Fifth Supplemental Indenture dated as of August 22, 2013, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2018(63)
|
(d)(145)
|
|
One Hundred Forty-Sixth Supplemental Indenture dated as of August 22, 2013, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2020(63)
|
(d)(146)
|
|
One Hundred Forty-Seventh Supplemental Indenture dated as of August 22, 2013, to the U.S. Bank Indenture and Form of 6.000% Prospect Capital InterNote® due 2028(63)
|
(d)(147)
|
|
One Hundred Forty-Eighth Supplemental Indenture dated as of August 22, 2013, to the U.S. Bank Indenture and Form of 6.500% Prospect Capital InterNote® due 2038(63)
|
(d)(148)
|
|
One Hundred Forty-Ninth Supplemental Indenture dated as of September 6, 2013, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2018(64)
|
(d)(149)
|
|
One Hundred Fiftieth Supplemental Indenture dated as of September 6, 2013, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2020(64)
|
(d)(150)
|
|
One Hundred Fifty-First Supplemental Indenture dated as of September 6, 2013, to the U.S. Bank Indenture and Form of 6.000% Prospect Capital InterNote® due 2028(64)
|
(d)(151)
|
|
One Hundred Fifty-Second Supplemental Indenture dated as of September 6, 2013, to the U.S. Bank Indenture and Form of 6.500% Prospect Capital InterNote® due 2038(64)
|
(d)(152)
|
|
One Hundred Fifty-Third Supplemental Indenture dated as of September 12, 2013, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2018(65)
|
(d)(153)
|
|
One Hundred Fifty-Fourth Supplemental Indenture dated as of September 12, 2013, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2020(65)
|
(d)(154)
|
|
One Hundred Fifty-Fifth Supplemental Indenture dated as of September 12, 2013, to the U.S. Bank Indenture and Form of 6.000% Prospect Capital InterNote® due 2033(65)
|
(d)(155)
|
|
One Hundred Fifty-Sixth Supplemental Indenture dated as of September 12, 2013, to the U.S. Bank Indenture and Form of 6.500% Prospect Capital InterNote® due 2043(65)
|
(d)(156)
|
|
One Hundred Fifty-Seventh Supplemental Indenture dated as of September 19, 2013, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2018(66)
|
(d)(157)
|
|
One Hundred Fifty-Eighth Supplemental Indenture dated as of September 19, 2013, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2020(66)
|
(d)(158)
|
|
One Hundred Fifty-Ninth Supplemental Indenture dated as of September 19, 2013, to the U.S. Bank Indenture and Form of 6.000% Prospect Capital InterNote® due 2033(66)
|
(d)(159)
|
|
One Hundred Sixtieth Supplemental Indenture dated as of September 19, 2013, to the U.S. Bank Indenture and Form of 6.500% Prospect Capital InterNote® due 2043(66)
|
(d)(160)
|
|
One Hundred Sixty-First Supplemental Indenture dated as of September 26, 2013, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2018(67)
|
(d)(161)
|
|
One Hundred Sixty-Second Supplemental Indenture dated as of September 26, 2013, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2020(67)
|
(d)(162)
|
|
One Hundred Sixty-Third Supplemental Indenture dated as of September 26, 2013, to the U.S. Bank Indenture and Form of 6.000% Prospect Capital InterNote® due 2033(67)
|
(d)(163)
|
|
One Hundred Sixty-Fourth Supplemental Indenture dated as of September 26, 2013, to the U.S. Bank Indenture and Form of 6.500% Prospect Capital InterNote® due 2043(67)
|
(d)(164)
|
|
One Hundred Sixty-Fifth Supplemental Indenture dated as of October 3, 2013, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2018(68)
|
(d)(165)
|
|
One Hundred Sixty-Sixth Supplemental Indenture dated as of October 3, 2013, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2020(68)
|
(d)(166)
|
|
One Hundred Sixty-Seventh Supplemental Indenture dated as of October 3, 2013, to the U.S. Bank Indenture and Form of 6.000% Prospect Capital InterNote® due 2033(68)
|
(d)(167)
|
|
One Hundred Sixty-Eighth Supplemental Indenture dated as of October 3, 2013, to the U.S. Bank Indenture and Form of 6.500% Prospect Capital InterNote® due 2043(68)
|
(d)(168)
|
|
One Hundred Sixty-Ninth Supplemental Indenture dated as of October 10, 2013, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2018(69)
|
Exhibit No.
|
|
Description
|
(d)(169)
|
|
One Hundred Seventieth Supplemental Indenture dated as of October 10, 2013, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2020(69)
|
(d)(170)
|
|
One Hundred Seventy-First Supplemental Indenture dated as of October 10, 2013, to the U.S. Bank Indenture and Form of 6.000% Prospect Capital InterNote® due 2033(69)
|
(d)(171)
|
|
One Hundred Seventy-Second Supplemental Indenture dated as of October 10, 2013, to the U.S. Bank Indenture and Form of 6.500% Prospect Capital InterNote® due 2043(69)
|
(d)(172)
|
|
One Hundred Seventy-Third Supplemental Indenture dated as of October 18, 2013, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2018(70)
|
(d)(173)
|
|
One Hundred Seventy-Fourth Supplemental Indenture dated as of October 18, 2013, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2020(70)
|
(d)(174)
|
|
One Hundred Seventy-Fifth Supplemental Indenture dated as of October 18, 2013, to the U.S. Bank Indenture and Form of 6.000% Prospect Capital InterNote® due 2033(70)
|
(d)(175)
|
|
One Hundred Seventy-Sixth Supplemental Indenture dated as of October 18, 2013, to the U.S. Bank Indenture and Form of 6.500% Prospect Capital InterNote® due 2043(70)
|
(d)(176)
|
|
One Hundred Seventy-Seventh Supplemental Indenture dated as of October 24, 2013, to the U.S. Bank Indenture and Form of 4.000% Prospect Capital InterNote® due 2016(71)
|
(d)(177)
|
|
One Hundred Seventy-Eighth Supplemental Indenture dated as of October 24, 2013, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2018(71)
|
(d)(178)
|
|
One Hundred Seventy-Ninth Supplemental Indenture dated as of October 24, 2013, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2020(71)
|
(d)(179)
|
|
One Hundred Eightieth Supplemental Indenture dated as of October 24, 2013, to the U.S. Bank Indenture and Form of 6.000% Prospect Capital InterNote® due 2033(71)
|
(d)(180)
|
|
One Hundred Eighty-First Supplemental Indenture dated as of October 24, 2013, to the U.S. Bank Indenture and Form of 6.500% Prospect Capital InterNote® due 2043(71)
|
(d)(181)
|
|
One Hundred Eighty-Second Supplemental Indenture dated as of October 31, 2013, to the U.S. Bank Indenture and Form of 4.000% Prospect Capital InterNote® due 2017(72)
|
(d)(182)
|
|
One Hundred Eighty-Third Supplemental Indenture dated as of October 31, 2013, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2018(72)
|
(d)(183)
|
|
One Hundred Eighty-Fourth Supplemental Indenture dated as of October 31, 2013, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2020(72)
|
(d)(184)
|
|
One Hundred Eighty-Fifth Supplemental Indenture dated as of October 31, 2013, to the U.S. Bank Indenture and Form of 6.000% Prospect Capital InterNote® due 2028(72)
|
(d)(185)
|
|
One Hundred Eighty-Sixth Supplemental Indenture dated as of October 31, 2013, to the U.S. Bank Indenture and Form of 6.500% Prospect Capital InterNote® due 2038(72)
|
(d)(186)
|
|
One Hundred Eighty-Seventh Supplemental Indenture dated as of November 7, 2013, to the U.S. Bank Indenture and Form of 4.000% Prospect Capital InterNote® due 2017(73)
|
(d)(187)
|
|
One Hundred Eighty-Eighth Supplemental Indenture dated as of November 7, 2013, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2018(73)
|
(d)(188)
|
|
One Hundred Eighty-Ninth Supplemental Indenture dated as of November 7, 2013, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2020(73)
|
(d)(189)
|
|
One Hundred Ninetieth Supplemental Indenture dated as of November 7, 2013, to the U.S. Bank Indenture and Form of 6.000% Prospect Capital InterNote® due 2028(73)
|
(d)(190)
|
|
One Hundred Ninety-First Supplemental Indenture dated as of November 7, 2013, to the U.S. Bank Indenture and Form of 6.500% Prospect Capital InterNote® due 2038(73)
|
(d)(191)
|
|
One Hundred Ninety-Second Supplemental Indenture dated as of November 15, 2013, to the U.S. Bank Indenture and Form of 4.000% Prospect Capital InterNote® due 2017(74)
|
(d)(192)
|
|
One Hundred Ninety-Third Supplemental Indenture dated as of November 15, 2013, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2018(74)
|
(d)(193)
|
|
One Hundred Ninety-Fourth Supplemental Indenture dated as of November 15, 2013, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2020(74)
|
(d)(194)
|
|
One Hundred Ninety-Fifth Supplemental Indenture dated as of November 15, 2013, to the U.S. Bank Indenture and Form of 6.000% Prospect Capital InterNote® due 2028(74)
|
(d)(195)
|
|
One Hundred Ninety-Sixth Supplemental Indenture dated as of November 15, 2013, to the U.S. Bank Indenture and Form of 6.500% Prospect Capital InterNote® due 2038(74)
|
Exhibit No.
|
|
Description
|
(d)(196)
|
|
One Hundred Ninety-Seventh Supplemental Indenture dated as of November 21, 2013, to the U.S. Bank Indenture and Form of 4.000% Prospect Capital InterNote® due 2017(75)
|
(d)(197)
|
|
One Hundred Ninety-Eighth Supplemental Indenture dated as of November 21, 2013, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2018(75)
|
(d)(198)
|
|
One Hundred Ninety-Ninth Supplemental Indenture dated as of November 21, 2013, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2020(75)
|
(d)(199)
|
|
Two Hundredth Supplemental Indenture dated as of November 21, 2013, to the U.S. Bank Indenture and Form of 6.000% Prospect Capital InterNote® due 2028(75)
|
(d)(200)
|
|
Two Hundred First Supplemental Indenture dated as of November 21, 2013, to the U.S. Bank Indenture and Form of 6.500% Prospect Capital InterNote® due 2038(75)
|
(d)(201)
|
|
Two Hundred Second Supplemental Indenture dated as of November 29, 2013, to the U.S. Bank Indenture and Form of 4.000% Prospect Capital InterNote® due 2017(76)
|
(d)(202)
|
|
Two Hundred Third Supplemental Indenture dated as of November 29, 2013, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2018(76)
|
(d)(203)
|
|
Two Hundred Fourth Supplemental Indenture dated as of November 29, 2013, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2020(76)
|
(d)(204)
|
|
Two Hundred Fifth Supplemental Indenture dated as of November 29, 2013, to the U.S. Bank Indenture and Form of 6.000% Prospect Capital InterNote® due 2025(76)
|
(d)(205)
|
|
Two Hundred Sixth Supplemental Indenture dated as of November 29, 2013, to the U.S. Bank Indenture and Form of 6.500% Prospect Capital InterNote® due 2038(76)
|
(d)(206)
|
|
Two Hundred Seventh Supplemental Indenture dated as of December 5, 2013, to the U.S. Bank Indenture and Form of 4.000% Prospect Capital InterNote® due 2017(77)
|
(d)(207)
|
|
Two Hundred Eighth Supplemental Indenture dated as of December 5, 2013, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2018(77)
|
(d)(208)
|
|
Two Hundred Tenth Supplemental Indenture dated as of December 5, 2013, to the U.S. Bank Indenture and Form of 6.000% Prospect Capital InterNote® due 2025(77)
|
(d)(209)
|
|
Two Hundred Eleventh Supplemental Indenture dated as of December 5, 2013, to the U.S. Bank Indenture and Form of 6.500% Prospect Capital InterNote® due 2038(77)
|
(d)(210)
|
|
Two Hundred Twelfth Supplemental Indenture dated as of December 12, 2013, to the U.S. Bank Indenture and Form of 4.000% Prospect Capital InterNote® due 2017(78)
|
(d)(211)
|
|
Two Hundred Thirteenth Supplemental Indenture dated as of December 12, 2013, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2018(78)
|
(d)(212)
|
|
Two Hundred Fifteenth Supplemental Indenture dated as of December 12, 2013, to the U.S. Bank Indenture and Form of 6.000% Prospect Capital InterNote® due 2025(78)
|
(d)(213)
|
|
Two Hundred Sixteenth Supplemental Indenture dated as of December 12, 2013, to the U.S. Bank Indenture and Form of 6.500% Prospect Capital InterNote® due 2038(78)
|
(d)(214)
|
|
Two Hundred Seventeenth Supplemental Indenture dated as of December 19, 2013, to the U.S. Bank Indenture and Form of 4.000% Prospect Capital InterNote® due 2017(79)
|
(d)(215)
|
|
Two Hundred Eighteenth Supplemental Indenture dated as of December 19, 2013, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2018(79)
|
(d)(216)
|
|
Two Hundred Twentieth Supplemental Indenture dated as of December 19, 2013, to the U.S. Bank Indenture and Form of 6.000% Prospect Capital InterNote® due 2025(79)
|
(d)(217)
|
|
Two Hundred Twenty-First Supplemental Indenture dated as of December 19, 2013, to the U.S. Bank Indenture and Form of 6.500% Prospect Capital InterNote® due 2038(79)
|
(d)(218)
|
|
Two Hundred Twenty-Second Supplemental Indenture dated as of December 27, 2013, to the U.S. Bank Indenture and Form of 4.000% Prospect Capital InterNote® due 2017(80)
|
(d)(219)
|
|
Two Hundred Twenty-Third Supplemental Indenture dated as of December 27, 2013, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2018(80)
|
(d)(220)
|
|
Two Hundred Twenty-Fifth Supplemental Indenture dated as of December 27, 2013, to the U.S. Bank Indenture and Form of 6.000% Prospect Capital InterNote® due 2025(80)
|
(d)(221)
|
|
Two Hundred Twenty-Sixth Supplemental Indenture dated as of December 27, 2013, to the U.S. Bank Indenture and Form of 6.500% Prospect Capital InterNote® due 2038(80)
|
(d)(222)
|
|
Two Hundred Twenty-Seventh Supplemental Indenture dated as of January 3, 2014, to the U.S. Bank Indenture and Form of 4.000% Prospect Capital InterNote® due 2018(81)
|
Exhibit No.
|
|
Description
|
(d)(223)
|
|
Two Hundred Twenty-Eighth Supplemental Indenture dated as of January 3, 2014, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2019(81)
|
(d)(224)
|
|
Two Hundred Twenty-Ninth Supplemental Indenture dated as of January 3, 2014, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2021(81)
|
(d)(225)
|
|
Two Hundred Thirtieth Supplemental Indenture dated as of January 3, 2014, to the U.S. Bank Indenture and Form of 6.000% Prospect Capital InterNote® due 2026(81)
|
(d)(226)
|
|
Two Hundred Thirty-First Supplemental Indenture dated as of January 3, 2014, to the U.S. Bank Indenture and Form of 6.500% Prospect Capital InterNote® due 2039(81)
|
(d)(227)
|
|
Two Hundred Thirty-Second Supplemental Indenture dated as of January 9, 2014, to the U.S. Bank Indenture and Form of 4.000% Prospect Capital InterNote® due 2018(82)
|
(d)(228)
|
|
Two Hundred Thirty-Third Supplemental Indenture dated as of January 9, 2014, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2019(82)
|
(d)(229)
|
|
Two Hundred Thirty-Fourth Supplemental Indenture dated as of January 9, 2014, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2021(82)
|
(d)(230)
|
|
Two Hundred Thirty-Fifth Supplemental Indenture dated as of January 9, 2014, to the U.S. Bank Indenture and Form of 6.000% Prospect Capital InterNote® due 2026(82)
|
(d)(231)
|
|
Two Hundred Thirty-Sixth Supplemental Indenture dated as of January 9, 2014, to the U.S. Bank Indenture and Form of 6.500% Prospect Capital InterNote® due 2039(82)
|
(d)(232)
|
|
Two Hundred Thirty-Seventh Supplemental Indenture dated as of January 16, 2014, to the U.S. Bank Indenture and Form of 4.000% Prospect Capital InterNote® due 2018(83)
|
(d)(233)
|
|
Two Hundred Thirty-Eighth Supplemental Indenture dated as of January 16, 2014, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2019(83)
|
(d)(234)
|
|
Two Hundred Thirty-Ninth Supplemental Indenture dated as of January 16, 2014, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2021(83)
|
(d)(235)
|
|
Two Hundred Fortieth Supplemental Indenture dated as of January 16, 2014, to the U.S. Bank Indenture and Form of 6.000% Prospect Capital InterNote® due 2026(83)
|
(d)(236)
|
|
Two Hundred Forty-First Supplemental Indenture dated as of January 16, 2014, to the U.S. Bank Indenture and Form of 6.500% Prospect Capital InterNote® due 2039(83)
|
(d)(237)
|
|
Two Hundred Forty-Second Supplemental Indenture dated as of January 24, 2014, to the U.S. Bank Indenture and Form of 4.000% Prospect Capital InterNote® due 2018(84)
|
(d)(238)
|
|
Two Hundred Forty-Third Supplemental Indenture dated as of January 24, 2014, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2019(84)
|
(d)(239)
|
|
Two Hundred Forty-Fourth Supplemental Indenture dated as of January 24, 2014, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2021(84)
|
(d)(240)
|
|
Two Hundred Forty-Fifth Supplemental Indenture dated as of January 24, 2014, to the U.S. Bank Indenture and Form of 6.000% Prospect Capital InterNote® due 2026(84)
|
(d)(241)
|
|
Two Hundred Forty-Sixth Supplemental Indenture dated as of January 24, 2014, to the U.S. Bank Indenture and Form of 6.500% Prospect Capital InterNote® due 2039(84)
|
(d)(242)
|
|
Two Hundred Forty-Seventh Supplemental Indenture dated as of January 30, 2014, to the U.S. Bank Indenture and Form of 4.000% Prospect Capital InterNote® due 2018(85)
|
(d)(243)
|
|
Two Hundred Forty-Eighth Supplemental Indenture dated as of January 30, 2014, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2019(85)
|
(d)(244)
|
|
Two Hundred Forty-Ninth Supplemental Indenture dated as of January 30, 2014, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2021(85)
|
(d)(245)
|
|
Two Hundred Fiftieth Supplemental Indenture dated as of January 30, 2014, to the U.S. Bank Indenture and Form of 6.000% Prospect Capital InterNote® due 2026(85)
|
(d)(246)
|
|
Two Hundred Fifty-First Supplemental Indenture dated as of January 30, 2014, to the U.S. Bank Indenture and Form of 6.500% Prospect Capital InterNote® due 2039(85)
|
(d)(247)
|
|
Two Hundred Fifty-Second Supplemental Indenture dated as of February 6, 2014, to the U.S. Bank Indenture and Form of 4.000% Prospect Capital InterNote® due 2018(86)
|
(d)(248)
|
|
Two Hundred Fifty-Third Supplemental Indenture dated as of February 6, 2014, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2019(86)
|
(d)(249)
|
|
Two Hundred Fifty-Fourth Supplemental Indenture dated as of February 6, 2014, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2021(86)
|
Exhibit No.
|
|
Description
|
(d)(250)
|
|
Two Hundred Fifty-Fifth Supplemental Indenture dated as of February 6, 2014, to the U.S. Bank Indenture and Form of 6.000% Prospect Capital InterNote® due 2026(86)
|
(d)(251)
|
|
Two Hundred Fifty-Sixth Supplemental Indenture dated as of February 6, 2014, to the U.S. Bank Indenture and Form of 6.500% Prospect Capital InterNote® due 2039(86)
|
(d)(252)
|
|
Two Hundred Fifty-Seventh Supplemental Indenture dated as of February 13, 2014, to the U.S. Bank Indenture and Form of 4.000% Prospect Capital InterNote® due 2018(87)
|
(d)(253)
|
|
Two Hundred Fifty-Eighth Supplemental Indenture dated as of February 13, 2014, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2019(87)
|
(d)(254)
|
|
Two Hundred Fifty-Ninth Supplemental Indenture dated as of February 13, 2014, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2021(87)
|
(d)(255)
|
|
Two Hundred Sixtieth Supplemental Indenture dated as of February 13, 2014, to the U.S. Bank Indenture and Form of 6.000% Prospect Capital InterNote® due 2026(87)
|
(d)(256)
|
|
Two Hundred Sixty-First Supplemental Indenture dated as of February 13, 2014, to the U.S. Bank Indenture and Form of 6.500% Prospect Capital InterNote® due 2039(87)
|
(d)(257)
|
|
Two Hundred Sixty-Seventh Supplemental Indenture dated as of February 19, 2014, to the U.S. Bank Indenture and Form of 4.75% Prospect Capital InterNote® due 2019(88)
|
(d)(258)
|
|
Two Hundred Sixty-Second Supplemental Indenture dated as of February 21, 2014, to the U.S. Bank Indenture and Form of 4.000% Prospect Capital InterNote® due 2018(89)
|
(d)(259)
|
|
Two Hundred Sixty-Third Supplemental Indenture dated as of February 21, 2014, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2019(89)
|
(d)(260)
|
|
Two Hundred Sixty-Fourth Supplemental Indenture dated as of February 21, 2014, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2021(89)
|
(d)(261)
|
|
Two Hundred Sixty-Fifth Supplemental Indenture dated as of February 21, 2014, to the U.S. Bank Indenture and Form of 6.000% Prospect Capital InterNote® due 2026(89)
|
(d)(262)
|
|
Two Hundred Sixty-Sixth Supplemental Indenture dated as of February 21, 2014, to the U.S. Bank Indenture and Form of 6.500% Prospect Capital InterNote® due 2039(89)
|
(d)(263)
|
|
Two Hundred Sixty-Eighth Supplemental Indenture dated as of February 27, 2014, to the U.S. Bank Indenture and Form of 3.750% Prospect Capital InterNote® due 2018(90)
|
(d)(264)
|
|
Two Hundred Sixty-Ninth Supplemental Indenture dated as of February 27, 2014, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2019(90)
|
(d)(265)
|
|
Two Hundred Seventieth Supplemental Indenture dated as of February 27, 2014, to the U.S. Bank Indenture and Form of 5.250% Prospect Capital InterNote® due 2021(90)
|
(d)(266)
|
|
Two Hundred Seventy-First Supplemental Indenture dated as of February 27, 2014, to the U.S. Bank Indenture and Form of 5.750% Prospect Capital InterNote® due 2026(90)
|
(d)(267)
|
|
Two Hundred Seventy-Second Supplemental Indenture dated as of February 27, 2014, to the U.S. Bank Indenture and Form of 6.250% Prospect Capital InterNote® due 2039(90)
|
(d)(268)
|
|
Two Hundred Seventy-Third Supplemental Indenture dated as March 6, 2014, to the U.S. Bank Indenture and Form of 3.750% Prospect Capital InterNote® due 2018(91)
|
(d)(269)
|
|
Two Hundred Seventy-Fourth Supplemental Indenture dated as of March 6, 2014, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2019(91)
|
(d)(270)
|
|
Two Hundred Seventy-Fifth Supplemental Indenture dated as of March 6, 2014, to the U.S. Bank Indenture and Form of 5.250% Prospect Capital InterNote® due 2021(91)
|
(d)(271)
|
|
Two Hundred Seventy-Sixth Supplemental Indenture dated as of March 6, 2014, to the U.S. Bank Indenture and Form of 5.750% Prospect Capital InterNote® due 2026(91)
|
(d)(272)
|
|
Two Hundred Seventy-Seventh Supplemental Indenture dated as of March 6, 2014, to the U.S. Bank Indenture and Form of 6.250% Prospect Capital InterNote® due 2039(91)
|
(d)(273)
|
|
Supplement No. 1 to the Two Hundred Sixty-Seventh Supplemental Indenture dated as of March 11, 2014, to the U.S. Bank Indenture and Form of 4.75% Prospect Capital InterNote® due 2019(92)
|
(d)(274)
|
|
Two Hundred Seventy-Eighth Supplemental Indenture dated as March 13, 2014, to the U.S. Bank Indenture and Form of 3.750% Prospect Capital InterNote® due 2018(93)
|
(d)(275)
|
|
Two Hundred Seventy-Ninth Supplemental Indenture dated as of March 13, 2014, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2019(93)
|
(d)(276)
|
|
Two Hundred Eightieth Supplemental Indenture dated as of March 13, 2014, to the U.S. Bank Indenture and Form of 5.250% Prospect Capital InterNote® due 2021(93)
|
Exhibit No.
|
|
Description
|
(d)(277)
|
|
Two Hundred Eighty-First Supplemental Indenture dated as of March 13, 2014, to the U.S. Bank Indenture and Form of 5.750% Prospect Capital InterNote® due 2026(93)
|
(d)(278)
|
|
Two Hundred Eighty-Second Supplemental Indenture dated as of March 13, 2014, to the U.S. Bank Indenture and Form of 6.250% Prospect Capital InterNote® due 2039(93)
|
(d)(279)
|
|
Two Hundred Eighty-Fourth Supplemental Indenture dated as March 20, 2014, to the U.S. Bank Indenture and Form of 3.750% Prospect Capital InterNote® due 2018(94)
|
(d)(280)
|
|
Two Hundred Eighty-Fifth Supplemental Indenture dated as of March 20, 2014, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2019(94)
|
(d)(281)
|
|
Two Hundred Eighty-Sixth Supplemental Indenture dated as of March 20, 2014, to the U.S. Bank Indenture and Form of 5.250% Prospect Capital InterNote® due 2021(94)
|
(d)(282)
|
|
Two Hundred Eighty-Seventh Supplemental Indenture dated as of March 20, 2014, to the U.S. Bank Indenture and Form of 5.750% Prospect Capital InterNote® due 2026(94)
|
(d)(283)
|
|
Two Hundred Eighty-Eighth Supplemental Indenture dated as of March 20, 2014, to the U.S. Bank Indenture and Form of 6.250% Prospect Capital InterNote® due 2039(94)
|
(d)(284)
|
|
Two Hundred Eighty-Ninth Supplemental Indenture dated as March 27, 2014, to the U.S. Bank Indenture and Form of 3.750% Prospect Capital InterNote® due 2018(95)
|
(d)(285)
|
|
Two Hundred Ninetieth Supplemental Indenture dated as of March 20, 2014, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2019(95)
|
(d)(286)
|
|
Two Hundred Ninety-First Supplemental Indenture dated as of March 27, 2014, to the U.S. Bank Indenture and Form of 5.250% Prospect Capital InterNote® due 2021(95)
|
(d)(287)
|
|
Two Hundred Ninety-Second Supplemental Indenture dated as of March 27, 2014, to the U.S. Bank Indenture and Form of 5.750% Prospect Capital InterNote® due 2026(95)
|
(d)(288)
|
|
Two Hundred Ninety-Third Supplemental Indenture dated as of March 27, 2014, to the U.S. Bank Indenture and Form of 6.250% Prospect Capital InterNote® due 2039(95)
|
(d)(289)
|
|
Two Hundred Ninety-Fourth Supplemental Indenture dated as of April 3, 2014, to the U.S. Bank Indenture and Form of 3.750% Prospect Capital InterNote® due 2018(96)
|
(d)(290)
|
|
Two Hundred Ninety-Fifth Supplemental Indenture dated as of April 3, 2014, to the U.S. Bank Indenture and Form of 4.500% Prospect Capital InterNote® due 2019(96)
|
(d)(291)
|
|
Two Hundred Ninety-Sixth Supplemental Indenture dated as of April 3, 2014, to the U.S. Bank Indenture and Form of 5.250% Prospect Capital InterNote® due 2021(96)
|
(d)(292)
|
|
Two Hundred Ninety-Seventh Supplemental Indenture dated as of April 3, 2014, to the U.S. Bank Indenture and Form of 5.750% Prospect Capital InterNote® due 2024(96)
|
(d)(293)
|
|
Two Hundred Ninety-Eighth Supplemental Indenture dated as of April 3, 2014, to the U.S. Bank Indenture and Form of 6.250% Prospect Capital InterNote® due 2039(96)
|
(d)(294)
|
|
Supplemental Indenture dated as of April 7, 2014, to the U.S. Bank Indenture and Form of 5.000% Senior Notes due 2019(97)
|
(d)(295)
|
|
Two Hundred Ninety-Ninth Supplemental Indenture dated as of April 10, 2014, to the U.S. Bank Indenture and Form of 3.750% Prospect Capital InterNote® due 2018(98)
|
(d)(296)
|
|
Three Hundredth Supplemental Indenture dated as of April 10, 2014, to the U.S. Bank Indenture and Form of 4.250% Prospect Capital InterNote® due 2019(98)
|
(d)(297)
|
|
Three Hundred First Supplemental Indenture dated as of April 10, 2014, to the U.S. Bank Indenture and Form of 5.250% Prospect Capital InterNote® due 2021(98)
|
(d)(298)
|
|
Three Hundred Second Supplemental Indenture dated as of April 10, 2014, to the U.S. Bank Indenture and Form of 5.750% Prospect Capital InterNote® due 2024(98)
|
(d)(299)
|
|
Three Hundred Third Supplemental Indenture dated as of April 10, 2014, to the U.S. Bank Indenture and Form of 6.250% Prospect Capital InterNote® due 2039(98)
|
(d)(300)
|
|
Indenture dated as of April 11, 2014, by and between Prospect Capital Corporation and American Stock Transfer & Trust Company, as Trustee and Form of Global Note of 4.75% Senior Convertible Notes Due 2020(99)
|
(d)(301)
|
|
Three Hundred Fourth Supplemental Indenture dated as of April 17, 2014, to the U.S. Bank Indenture and Form of 3.750% Prospect Capital InterNote® due 2018(100)
|
(d)(302)
|
|
Three Hundred Fifth Supplemental Indenture dated as of April 17, 2014, to the U.S. Bank Indenture and Form of 4.250% Prospect Capital InterNote® due 2019(100)
|
(d)(303)
|
|
Three Hundred Sixth Supplemental Indenture dated as of April 17, 2014, to the U.S. Bank Indenture and Form of 5.250% Prospect Capital InterNote® due 2021(100)
|
Exhibit No.
|
|
Description
|
(d)(304)
|
|
Three Hundred Seventh Supplemental Indenture dated as of April 17, 2014, to the U.S. Bank Indenture and Form of 5.750% Prospect Capital InterNote® due 2024(100)
|
(d)(305)
|
|
Three Hundred Eighth Supplemental Indenture dated as of April 17, 2014, to the U.S. Bank Indenture and Form of 6.250% Prospect Capital InterNote® due 2039(100)
|
(d)(306)
|
|
Three Hundred Ninth Supplemental Indenture dated as of April 24, 2014, to the U.S. Bank Indenture and Form of 3.750% Prospect Capital InterNote® due 2018(101)
|
(d)(307)
|
|
Three Hundred Tenth Supplemental Indenture dated as of April 24, 2014, to the U.S. Bank Indenture and Form of 4.500% Prospect Capital InterNote® due 2019(101)
|
(d)(308)
|
|
Three Hundred Eleventh Supplemental Indenture dated as of April 24, 2014, to the U.S. Bank Indenture and Form of 5.250% Prospect Capital InterNote® due 2021(101)
|
(d)(309)
|
|
Three Hundred Twelfth Supplemental Indenture dated as of April 24, 2014, to the U.S. Bank Indenture and Form of 5.750% Prospect Capital InterNote® due 2024(101)
|
(d)(310)
|
|
Three Hundred Thirteenth Supplemental Indenture dated as of April 24, 2014, to the U.S. Bank Indenture and Form of 6.250% Prospect Capital InterNote® due 2039(101)
|
(d)(311)
|
|
Three Hundred Fourteenth Supplemental Indenture dated as of May 1, 2014, to the U.S. Bank Indenture and Form of 3.750% Prospect Capital InterNote® due 2018(102)
|
(d)(312)
|
|
Three Hundred Fifteenth Supplemental Indenture dated as of May 1, 2014, to the U.S. Bank Indenture and Form of 4.500% Prospect Capital InterNote® due 2019(102)
|
(d)(313)
|
|
Three Hundred Sixteenth Supplemental Indenture dated as of May 1, 2014, to the U.S. Bank Indenture and Form of 5.250% Prospect Capital InterNote® due 2021(102)
|
(d)(314)
|
|
Three Hundred Seventeenth Supplemental Indenture dated as of May 1, 2014, to the U.S. Bank Indenture and Form of 5.750% Prospect Capital InterNote® due 2024(102)
|
(d)(315)
|
|
Three Hundred Eighteenth Supplemental Indenture dated as of May 1, 2014, to the U.S. Bank Indenture and Form of 6.250% Prospect Capital InterNote® due 2039(102)
|
(d)(316)
|
|
Three Hundred Nineteenth Supplemental Indenture dated as of May 8, 2014, to the U.S. Bank Indenture and Form of 3.750% Prospect Capital InterNote® due 2018(103)
|
(d)(317)
|
|
Three Hundred Twentieth Supplemental Indenture dated as of May 8, 2014, to the U.S. Bank Indenture and Form of 4.500% Prospect Capital InterNote® due 2019(103)
|
(d)(318)
|
|
Three Hundred Twenty-First Supplemental Indenture dated as of May 8, 2014, to the U.S. Bank Indenture and Form of 5.250% Prospect Capital InterNote® due 2021(103)
|
(d)(319)
|
|
Three Hundred Twenty-Second Supplemental Indenture dated as of May 8, 2014, to the U.S. Bank Indenture and Form of 5.750% Prospect Capital InterNote® due 2024(103)
|
(d)(320)
|
|
Three Hundred Twenty-Third Supplemental Indenture dated as of May 8, 2014, to the U.S. Bank Indenture and Form of 6.250% Prospect Capital InterNote® due 2039(103)
|
(d)(321)
|
|
Three Hundred Twenty-Fourth Supplemental Indenture dated as of November 17, 2014, to the U.S. Bank Indenture and Form of 4.250% Prospect Capital InterNote® due 2020(110)
|
(d)(322)
|
|
Three Hundred Twenty-Fifth Supplemental Indenture dated as of November 28, 2014, to the U.S. Bank Indenture and Form of 4.250% Prospect Capital InterNote® due 2020(111)
|
(d)(323)
|
|
Three Hundred Twenty-Sixth Supplemental Indenture dated as of December 4, 2014, to the U.S. Bank Indenture and Form of 4.250% Prospect Capital InterNote® due 2020(112)
|
(d)(324)
|
|
Three Hundred Twenty-Seventh Supplemental Indenture dated as of December 11, 2014, to the U.S. Bank Indenture and Form of 4.250% Prospect Capital InterNote® due 2020(113)
|
(d)(325)
|
|
Three Hundred Twenty-Eighth Supplemental Indenture dated as of December 18, 2014, to the U.S. Bank Indenture and Form of 4.250% Prospect Capital InterNote® due 2020(114)
|
(d)(326)
|
|
Three Hundred Twenty-Ninth Supplemental Indenture dated as of December 29, 2014, to the U.S. Bank Indenture and Form of 4.250% Prospect Capital InterNote® due 2020(115)
|
(d)(327)
|
|
Three Hundred Thirtieth Supplemental Indenture dated as of January 2, 2015, to the U.S. Bank Indenture and Form of 4.250% Prospect Capital InterNote® due 2020(116)
|
(d)(328)
|
|
Three Hundred Thirty-First Supplemental Indenture dated as of January 8, 2015, to the U.S. Bank Indenture and Form of 4.250% Prospect Capital InterNote® due 2020(117)
|
(d)(329)
|
|
Three Hundred Thirty-Second Supplemental Indenture dated as of January 15, 2015, to the U.S. Bank Indenture and Form of 4.500% Prospect Capital InterNote® due 2020(118)
|
(d)(330)
|
|
Three Hundred Thirty-Third Supplemental Indenture dated as of January 23, 2015, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(119)
|
Exhibit No.
|
|
Description
|
(d)(331)
|
|
Three Hundred Thirty-Fourth Supplemental Indenture dated as of January 29, 2015, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(120)
|
(d)(332)
|
|
Three Hundred Thirty-Fifth Supplemental Indenture dated as of February 5, 2015, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(121)
|
(d)(333)
|
|
Three Hundred Thirty-Sixth Supplemental Indenture dated as of February 20, 2015, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(122)
|
(d)(334)
|
|
Three Hundred Thirty-Seventh Supplemental Indenture dated as of February 26, 2015, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(123)
|
(d)(335)
|
|
Three Hundred Thirty-Eighth Supplemental Indenture dated as of March 5, 2015, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(124)
|
(d)(336)
|
|
Three Hundred Thirty-Ninth Supplemental Indenture dated as of March 12, 2015, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(125)
|
(d)(337)
|
|
Three Hundred Fortieth Supplemental Indenture dated as of March 19, 2015, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(126)
|
(d)(338)
|
|
Three Hundred Forty-First Supplemental Indenture dated as of March 26, 2015, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(127)
|
(d)(339)
|
|
Three Hundred Forty-Second Supplemental Indenture dated as of April 2, 2015, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(128)
|
(d)(340)
|
|
Three Hundred Forty-Third Supplemental Indenture dated as of April 9, 2015, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(129)
|
(d)(341)
|
|
Three Hundred Forty-Fourth Supplemental Indenture dated as of April 16, 2015, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(130)
|
(d)(342)
|
|
Three Hundred Forty-Fifth Supplemental Indenture dated as of April 16, 2015, to the U.S. Bank Indenture and Form of 3.375% to 6.375% Prospect Capital InterNote® due 2021(130)
|
(d)(343)
|
|
Three Hundred Forty-Sixth Supplemental Indenture dated as of April 23, 2015, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(131)
|
(d)(344)
|
|
Three Hundred Forty-Seventh Supplemental Indenture dated as of April 23, 2015, to the U.S. Bank Indenture and Form of 3.375% to 6.375% Prospect Capital InterNote® due 2021(131)
|
(d)(345)
|
|
Three Hundred Forty-Eighth Supplemental Indenture dated as of April 30, 2015, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(132)
|
(d)(346)
|
|
Three Hundred Forty-Ninth Supplemental Indenture dated as of April 30, 2015, to the U.S. Bank Indenture and Form of 3.375% to 6.375% Prospect Capital InterNote® due 2021(132)
|
(d)(347)
|
|
Three Hundred Fiftieth Supplemental Indenture dated as of May 7, 2015, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(133)
|
(d)(348)
|
|
Three Hundred Fifty-First Supplemental Indenture dated as of May 7, 2015, to the U.S. Bank Indenture and Form of 3.375% to 6.375% Prospect Capital InterNote® due 2021(133)
|
(d)(349)
|
|
Three Hundred Fifty-Second Supplemental Indenture dated as of May 21, 2015, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(134)
|
(d)(350)
|
|
Three Hundred Fifty-Third Supplemental Indenture dated as of May 29, 2015, to the U.S. Bank Indenture and Form of 4.625% Prospect Capital InterNote® due 2020(135)
|
(d)(351)
|
|
Three Hundred Fifty-Fourth Supplemental Indenture dated as of May 29, 2015, to the U.S. Bank Indenture and Form of 5.100% Prospect Capital InterNote® due 2022(135)
|
(d)(352)
|
|
Three Hundred Fifty-Fifth Supplemental Indenture dated as of June 4, 2015, to the U.S. Bank Indenture and Form of 4.625% Prospect Capital InterNote® due 2020(136)
|
(d)(353)
|
|
Three Hundred Fifty-Sixth Supplemental Indenture dated as of June 4, 2015, to the U.S. Bank Indenture and Form of 5.100% Prospect Capital InterNote® due 2022(136)
|
(d)(354)
|
|
Three Hundred Fifty-Seventh Supplemental Indenture dated as of June 11, 2015, to the U.S. Bank Indenture and Form of 4.625% Prospect Capital InterNote® due 2020(137)
|
(d)(355)
|
|
Three Hundred Fifty-Eighth Supplemental Indenture dated as of June 11, 2015, to the U.S. Bank Indenture and Form of 5.100% Prospect Capital InterNote® due 2022(137)
|
(d)(356)
|
|
Three Hundred Fifty-Ninth Supplemental Indenture dated as of June 18, 2015, to the U.S. Bank Indenture and Form of 4.625% Prospect Capital InterNote® due 2020(138)
|
(d)(357)
|
|
Three Hundred Sixtieth Supplemental Indenture dated as of June 18, 2015, to the U.S. Bank Indenture and Form of 5.100% Prospect Capital InterNote® due 2021(138)
|
Exhibit No.
|
|
Description
|
(d)(358)
|
|
Three Hundred Sixty-First Supplemental Indenture dated as of June 25, 2015, to the U.S. Bank Indenture and Form of 4.625% Prospect Capital InterNote® due 2020(139)
|
(d)(359)
|
|
Three Hundred Sixty-Second Supplemental Indenture dated as of June 25, 2015, to the U.S. Bank Indenture and Form of 5.100% Prospect Capital InterNote® due 2021(139)
|
(d)(360)
|
|
Three Hundred Sixty-Third Supplemental Indenture dated as of July 2, 2015, to the U.S. Bank Indenture and Form of 4.625% Prospect Capital InterNote® due 2020(140)
|
(d)(361)
|
|
Three Hundred Sixty-Fourth Supplemental Indenture dated as of July 2, 2015, to the U.S. Bank Indenture and Form of 5.100% Prospect Capital InterNote® due 2021(140)
|
(d)(362)
|
|
Three Hundred Sixty-Fifth Supplemental Indenture dated as of July 9, 2015, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(141)
|
(d)(363)
|
|
Three Hundred Sixty-Sixth Supplemental Indenture dated as of July 9, 2015, to the U.S. Bank Indenture and Form of 5.250% Prospect Capital InterNote® due 2022(141)
|
(d)(364)
|
|
Three Hundred Sixty-Seventh Supplemental Indenture dated as of July 16, 2015, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(142)
|
(d)(365)
|
|
Three Hundred Sixty-Eighth Supplemental Indenture dated as of July 16, 2015, to the U.S. Bank Indenture and Form of 5.250% Prospect Capital InterNote® due 2022(142)
|
(d)(366)
|
|
Three Hundred Sixty-Ninth Supplemental Indenture dated as of July 23, 2015, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(143)
|
(d)(367)
|
|
Three Hundred Seventieth Supplemental Indenture dated as of July 23, 2015, to the U.S. Bank Indenture and Form of 5.250% Prospect Capital InterNote® due 2022(143)
|
(d)(368)
|
|
Three Hundred Seventy-First Supplemental Indenture dated as of July 30, 2015, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(144)
|
(d)(369)
|
|
Three Hundred Seventy-Second Supplemental Indenture dated as of July 30, 2015, to the U.S. Bank Indenture and Form of 5.250% Prospect Capital InterNote® due 2022(144)
|
(d)(370)
|
|
Three Hundred Seventy-Third Supplemental Indenture dated as of August 6, 2015, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(145)
|
(d)(371)
|
|
Three Hundred Seventy-Fourth Supplemental Indenture dated as of August 6, 2015, to the U.S. Bank Indenture and Form of 5.250% Prospect Capital InterNote® due 2022(145)
|
(d)(372)
|
|
Three Hundred Seventy-Fifth Supplemental Indenture dated as of August 13, 2015, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(146)
|
(d)(373)
|
|
Three Hundred Seventy-Sixth Supplemental Indenture dated as of August 13, 2015, to the U.S. Bank Indenture and Form of 5.250% Prospect Capital InterNote® due 2022(146)
|
(d)(374)
|
|
Three Hundred Seventy-Seventh Supplemental Indenture dated as of August 20, 2015, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(147)
|
(d)(375)
|
|
Three Hundred Seventy-Eighth Supplemental Indenture dated as of August 20, 2015, to the U.S. Bank Indenture and Form of 5.250% Prospect Capital InterNote® due 2022(147)
|
(d)(376)
|
|
Three Hundred Seventy-Ninth Supplemental Indenture dated as of August 27, 2015, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(148)
|
(d)(377)
|
|
Three Hundred Eightieth Supplemental Indenture dated as of August 27, 2015, to the U.S. Bank Indenture and Form of 5.250% Prospect Capital InterNote® due 2022(148)
|
(d)(378)
|
|
Three Hundred Eighty-One Supplemental Indenture dated as of September 11, 2015, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(153)
|
(d)(379)
|
|
Three Hundred Eighty-Second Supplemental Indenture dated as of September 11, 2015, to the U.S. Bank Indenture and Form of 5.250% Prospect Capital InterNote® due 2022(153)
|
(d)(380)
|
|
Three Hundred Eighty-Third Supplemental Indenture dated as of September 17, 2015, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(154)
|
(d)(381)
|
|
Three Hundred Eighty-Fourth Supplemental Indenture dated as of September 17, 2015, to the U.S. Bank Indenture and Form of 5.250% Prospect Capital InterNote® due 2022(154)
|
(d)(382)
|
|
Three Hundred Eighty-Fifth Supplemental Indenture dated as of September 24, 2015, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(155)
|
(d)(383)
|
|
Three Hundred Eighty-Sixth Supplemental Indenture dated as of September 24, 2015, to the U.S. Bank Indenture and Form of 5.250% Prospect Capital InterNote® due 2022(155)
|
(d)(384)
|
|
Three Hundred Eighty-Seventh Supplemental Indenture dated as of October 1, 2015, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(156)
|
Exhibit No.
|
|
Description
|
(d)(385)
|
|
Three Hundred Eighty-Eighth Supplemental Indenture dated as of October 1, 2015, to the U.S. Bank Indenture and Form of 5.250% Prospect Capital InterNote® due 2022(156)
|
(d)(386)
|
|
Three Hundred Eighty-Ninth Supplemental Indenture dated as of October 8, 2015, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(157)
|
(d)(387)
|
|
Three Hundred Ninetieth Supplemental Indenture dated as of October 8, 2015, to the U.S. Bank Indenture and Form of 5.250% Prospect Capital InterNote® due 2022(157)
|
(e)
|
|
Dividend Reinvestment Plan(2)
|
(f)
|
|
Not Applicable
|
(g)
|
|
Form of Investment Advisory Agreement between Registrant and Prospect Capital Management L.P.(2)
|
(h)(1)
|
|
Fourth Amended and Restated Selling Agent Agreement, dated November 7, 2014, by and among, the Registrant, Prospect Capital Management LLC, Prospect Administration LLC, Incapital LLC and the Agents named therein and added from time to time(109)
|
(h)(2)
|
|
Form of Equity Distribution Agreement(109)
|
(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(106)
|
(j)(2)
|
|
Custody Agreement, dated as of April 24, 2013, by and between the Registrant and Israeli Discount Bank of New York Ltd.(5)
|
(j)(3)
|
|
Custody Agreement, dated as of October 28, 2013, by and between the Registrant and Fifth Third Bank(82)
|
(j)(4)
|
|
Custody Agreement, dated as of May 9, 2014, by and between the Registrant and Customers Bank(104)
|
(j)(5)
|
|
Custody Agreement, dated as of May 9, 2014, by and between the Registrant and Peapack-Gladstone Bank(105)
|
(j)(6)
|
|
Custody Agreement, dated as of October 10, 2014, by and between Prospect Yield Corporation, LLC and U.S. Bank National Association(106)
|
(j)(7)
|
|
Custody Agreement, dated as of August 27, 2014, by and between the Registrant and BankUnited, N.A.†
|
(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 Investment Management, LLC(2)
|
(k)(4)
|
|
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 Association as Structuring Agent, Sole Lead Arranger and Sole Bookrunner(13)
|
(l)(1)
|
|
Opinion and Consent of Venable LLP, as special Maryland counsel for the Registrant(150)
|
(l)(2)
|
|
Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom LLP, as special New York counsel for the Registrant(150)
|
(l)(3)
|
|
Opinion and Consent of Venable LLP, as special Maryland counsel for the Registrant(109)
|
(m)
|
|
Not Applicable
|
(n)(1)
|
|
Consent of independent registered public accounting firm (BDO USA, LLP)†
|
(n)(2)
|
|
Report of independent registered public accounting firm on “Senior Securities” table(150)
|
(n)(3)
|
|
Power of Attorney(150)
|
(n)(4)
|
|
Consent of certified public accountants (McGladrey LLP)†
|
(o)(1)
|
|
Audited Consolidated Financial Statements of First Tower Finance Company LLC and its subsidiaries as of and for the years ended December 31, 2014 and 2013(151)
|
(o)(2)
|
|
Financial Statements of Harbortouch Payments, LLC as of December 31, 2014, and for the period from March 27, 2014 (date of inception) through December 31, 2014(152)
|
(p)
|
|
Not Applicable
|
(q)
|
|
Not Applicable
|
(r)
|
|
Code of Ethics(149)
|
99.1
|
|
Form of Preliminary Prospectus Supplement For Common Stock Offerings(150)
|
Exhibit No.
|
|
Description
|
99.2
|
|
Form of Preliminary Prospectus Supplement For Preferred Stock Offerings(150)
|
99.3
|
|
Form of Preliminary Prospectus Supplement For Debt Offerings(150)
|
99.4
|
|
Form of Preliminary Prospectus Supplement For Rights Offerings(150)
|
99.5
|
|
Form of Preliminary Prospectus Supplement For Warrant Offerings(150)
|
99.6
|
|
Form of Preliminary Prospectus Supplement For Unit Offerings(150)
|
(1)
|
Incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K, filed on May 9, 2014.
|
(2)
|
Incorporated by reference from the Registrant’s Pre-Effective Amendment No. 2 to the Registration Statement on Form N-2, 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 from the Registrant’s Pre-Effective Amendment No. 3 to the Registration Statement on Form N-2, filed on July 23, 2004.
|
(5)
|
Incorporated by reference to Exhibit 10.258 of the Registrant’s Form 10-K, filed on August 21, 2013.
|
(6)
|
Incorporated by reference to Exhibit 4.2 of the Registrant’s Form 8-K, filed on February 18, 2011.
|
(7)
|
Incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K, filed on December 21, 2010.
|
(8)
|
Incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K, filed on February 18, 2011.
|
(9)
|
Incorporated by reference from the Registrant’s Registration Statement on Form N-2, filed on September 1, 2011.
|
(10)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 1 to the Registration Statement on Form N-2, filed on March 1, 2012.
|
(11)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 2 to the Registration Statement on Form N-2, filed on March 8, 2012.
|
(12)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 3 to the Registration Statement on Form N-2, filed on March 14, 2012.
|
(13)
|
Incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K, filed on September 4, 2014.
|
(14)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 5 to the Registration Statement on Form N-2, filed on April 5, 2012.
|
(15)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 6 to the Registration Statement on Form N-2, filed on April 12, 2012.
|
(16)
|
Incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K, filed on April 16, 2012.
|
(17)
|
Incorporated by reference to Exhibit 4.2 of the Registrant’s Form 8-K, filed on April 16, 2012.
|
(18)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 8 to the Registration Statement on Form N-2, filed on April 26, 2012.
|
(19)
|
Incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K, filed on August 14, 2012.
|
(20)
|
Incorporated by reference to Exhibit 4.2 of the Registrant’s Form 8-K, filed on August 14, 2012.
|
(21)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 26 to the Registration Statement on Form N-2, filed on September 27, 2012.
|
(22)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 27 to the Registration Statement on Form N-2, filed on October 4, 2012.
|
(23)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 2 to the Registration Statement on Form N-2, filed on November 23, 2012.
|
(24)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 3 to the Registration Statement on Form N-2, filed on November 29, 2012.
|
(25)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 4 to the Registration Statement on Form N-2, filed on December 6, 2012.
|
(26)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 5 to the Registration Statement on Form N-2, filed on December 13, 2012.
|
(27)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 6 to the Registration Statement on Form N-2, filed on December 20, 2012.
|
(28)
|
Incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K, filed on December 21, 2012.
|
(29)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 8 to the Registration Statement on Form N-2, filed on December 28, 2012.
|
(30)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 9 to the Registration Statement on Form N-2, filed on January 4, 2013.
|
(31)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 10 to the Registration Statement on Form N-2, filed on January 10, 2013.
|
(32)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 11 to the Registration Statement on Form N-2, filed on January 17, 2013.
|
(33)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 12 to the Registration Statement on Form N-2, filed on January 25, 2013.
|
(34)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 13 to the Registration Statement on Form N-2, filed on January 31, 2013.
|
(35)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 14 to the Registration Statement on Form N-2, filed on February 7, 2013.
|
(36)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 16 to the Registration Statement on Form N-2, filed on February 22, 2013.
|
(37)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 17 to the Registration Statement on Form N-2, filed on February 28, 2013.
|
(38)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 18 to the Registration Statement on Form N-2, filed on March 7, 2013.
|
(39)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 19 to the Registration Statement on Form N-2, filed on March 14, 2013.
|
(40)
|
Incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K, filed on March 15, 2013.
|
(41)
|
Incorporated by reference to Exhibit 4.2 of the Registrant’s Form 8-K, filed on March 15, 2013.
|
(42)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 21 to the Registration Statement on Form N-2, filed on March 21, 2013.
|
(43)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 22 to the Registration Statement on Form N-2, filed on March 28, 2013.
|
(44)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 23 to the Registration Statement on Form N-2, filed on April 4, 2013.
|
(45)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 24 to the Registration Statement on Form N-2, filed on April 11, 2013.
|
(46)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 25 to the Registration Statement on Form N-2, filed on April 18, 2013.
|
(47)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 26 to the Registration Statement on Form N-2, filed on April 25, 2013.
|
(48)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 27 to the Registration Statement on Form N-2, filed on May 2, 2013.
|
(49)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 29 to the Registration Statement on Form N-2, filed on May 9, 2013.
|
(50)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 30 to the Registration Statement on Form N-2, filed on May 23, 2013.
|
(51)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 31 to the Registration Statement on Form N-2, filed on May 31, 2013.
|
(52)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 32 to the Registration Statement on Form N-2, filed on June 6, 2013.
|
(53)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 33 to the Registration Statement on Form N-2, filed on June 13, 2013.
|
(54)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 34 to the Registration Statement on Form N-2, filed on June 20, 2013.
|
(55)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 35 to the Registration Statement on Form N-2, filed on June 27, 2013.
|
(56)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 36 to the Registration Statement on Form N-2, filed on July 5, 2013.
|
(57)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 37 to the Registration Statement on Form N-2, filed on July 11, 2013.
|
(58)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 38 to the Registration Statement on Form N-2, filed on July 18, 2013.
|
(59)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 39 to the Registration Statement on Form N-2, filed on July 25, 2013.
|
(60)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 40 to the Registration Statement on Form N-2, filed on August 1, 2013.
|
(61)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 41 to the Registration Statement on Form N-2, filed on August 8, 2013.
|
(62)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 42 to the Registration Statement on Form N-2, filed on August 15, 2013.
|
(63)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 43 to the Registration Statement on Form N-2, filed on August 22, 2013.
|
(64)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 45 to the Registration Statement on Form N-2, filed on September 6, 2013.
|
(65)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 46 to the Registration Statement on Form N-2, filed on September 12, 2013.
|
(66)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 47 to the Registration Statement on Form N-2, filed on September 19, 2013.
|
(67)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 48 to the Registration Statement on Form N-2, filed on September 26, 2013.
|
(68)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 49 to the Registration Statement on Form N-2, filed on October 3, 2013.
|
(69)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 50 to the Registration Statement on Form N-2, filed on October 10, 2013.
|
(70)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 51 to the Registration Statement on Form N-2, filed on October 18, 2013.
|
(71)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 3 to the Registration Statement on Form N-2, filed on October 24, 2013.
|
(72)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 4 to the Registration Statement on Form N-2, filed on October 31, 2013.
|
(73)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 6 to the Registration Statement on Form N-2, filed on November 7, 2013.
|
(74)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 7 to the Registration Statement on Form N-2, filed on November 15, 2013.
|
(75)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 8 to the Registration Statement on Form N-2, filed on November 21, 2013.
|
(76)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 9 to the Registration Statement on Form N-2, filed on November 29, 2013.
|
(77)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 10 to the Registration Statement on Form N-2, filed on December 5, 2013.
|
(78)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 11 to the Registration Statement on Form N-2, filed on December 12, 2013.
|
(79)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 12 to the Registration Statement on Form N-2, filed on December 19, 2013.
|
(80)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 13 to the Registration Statement on Form N-2, filed on December 27, 2013.
|
(81)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 14 to the Registration Statement on Form N-2, filed on January 3, 2014.
|
(82)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 15 to the Registration Statement on Form N-2, filed on January 9, 2014.
|
(83)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 16 to the Registration Statement on Form N-2, filed on January 16, 2014.
|
(84)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 17 to the Registration Statement on Form N-2, filed on January 24, 2014.
|
(85)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 18 to the Registration Statement on Form N-2, filed on January 30, 2014.
|
(86)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 19 to the Registration Statement on Form N-2, filed on February 6, 2014.
|
(87)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 20 to the Registration Statement on Form N-2, filed on February 13, 2014.
|
(88)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 21 to the Registration Statement on Form N-2, filed on February 19, 2014.
|
(89)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 22 to the Registration Statement on Form N-2, filed on February 21, 2014.
|
(90)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 23 to the Registration Statement on Form N-2, filed on February 27, 2014.
|
(91)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 24 to the Registration Statement on Form N-2, filed on March 6, 2014.
|
(92)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 25 to the Registration Statement on Form N-2, filed on March 11, 2014.
|
(93)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 26 to the Registration Statement on Form N-2, filed on March 13, 2014.
|
(94)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 27 to the Registration Statement on Form N-2, filed on March 20, 2014.
|
(95)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 28 to the Registration Statement on Form N-2, filed on March 27, 2014.
|
(96)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 29 to the Registration Statement on Form N-2, filed on April 3, 2014.
|
(97)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 30 to the Registration Statement on Form N-2, filed on April 7, 2014.
|
(98)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 31 to the Registration Statement on Form N-2, filed on April 10, 2014.
|
(99)
|
Incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K, filed on April 16, 2014.
|
(100)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 32 to the Registration Statement on Form N-2, filed on April 17, 2014.
|
(101)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 33 to the Registration Statement on Form N-2, filed on April 24, 2014.
|
(102)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 34 to the Registration Statement on Form N-2, filed on May 1, 2014.
|
(103)
|
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 35 to the Registration Statement on Form N-2, filed on May 8, 2014.
|
(104)
|
Incorporated by reference to Exhibit 10.12 of the Registrant’s Form 10-K, filed on August 25, 2014.
|
(105)
|
Incorporated by reference to Exhibit 10.13 of the Registrant’s Form 10-K, filed on August 25, 2014.
|
(106)
|
Incorporated by reference from the Registrant's Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2, filed on October 14, 2014.
|
(107)
|
Incorporated by reference to Exhibit 99.1 of the Registrant”s Form 10-K/A, filed on November 3, 2014.
|
(108)
|
Incorporated by reference from the Registrant's Pre-Effective Amendment No. 2 to the Registration Statement on Form N-2, filed on November 3, 2014.
|
(109)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 1 to the Registration Statement on Form N-2, filed on November 3, 2014.
|
(110)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 2 to the Registration Statement on Form N-2, filed on November 20, 2014.
|
(111)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 3 to the Registration Statement on Form N-2, filed on November 28, 2014.
|
(112)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 4 to the Registration Statement on Form N-2, filed on December 4, 2014.
|
(113)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 5 to the Registration Statement on Form N-2, filed on December 11, 2014.
|
(114)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 6 to the Registration Statement on Form N-2, filed on December 18, 2014.
|
(115)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 7 to the Registration Statement on Form N-2, filed on December 29, 2014.
|
(116)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 8 to the Registration Statement on Form N-2, filed on January 5, 2015.
|
(117)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 9 to the Registration Statement on Form N-2, filed on January 8, 2015.
|
(118)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 10 to the Registration Statement on Form N-2, filed on January 15, 2015.
|
(119)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 11 to the Registration Statement on Form N-2, filed on January 23, 2015.
|
(120)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 12 to the Registration Statement on Form N-2, filed on January 29, 2015.
|
(121)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 13 to the Registration Statement on Form N-2, filed on February 5, 2015.
|
(122)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 14 to the Registration Statement on Form N-2, filed on February 20, 2015.
|
(123)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 15 to the Registration Statement on Form N-2, filed on February 26, 2015.
|
(124)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 16 to the Registration Statement on Form N-2, filed on March 5, 2015.
|
(125)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 17 to the Registration Statement on Form N-2, filed on March 12, 2015.
|
(126)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 18 to the Registration Statement on Form N-2, filed on March 19, 2015.
|
(127)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 19 to the Registration Statement on Form N-2, filed on March 26, 2015.
|
(128)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 20 to the Registration Statement on Form N-2, filed on April 2, 2015.
|
(129)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 21 to the Registration Statement on Form N-2, filed on April 9, 2015.
|
(130)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 22 to the Registration Statement on Form N-2, filed on April 16, 2015.
|
(131)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 23 to the Registration Statement on Form N-2, filed on April 23, 2015.
|
(132)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 24 to the Registration Statement on Form N-2, filed on April 29, 2015.
|
(133)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 25 to the Registration Statement on Form N-2, filed on May 7, 2015.
|
(134)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 26 to the Registration Statement on Form N-2, filed on May 21, 2015.
|
(135)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 27 to the Registration Statement on Form N-2, filed on May 29, 2015.
|
(136)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 28 to the Registration Statement on Form N-2, filed on June 4, 2015.
|
(137)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 29 to the Registration Statement on Form N-2, filed on June 11, 2015.
|
(138)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 30 to the Registration Statement on Form N-2, filed on June 18, 2015.
|
(139)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 31 to the Registration Statement on Form N-2, filed on June 25, 2015.
|
(140)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 32 to the Registration Statement on Form N-2, filed on July 2, 2015.
|
(141)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 33 to the Registration Statement on Form N-2, filed on July 9, 2015.
|
(142)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 34 to the Registration Statement on Form N-2, filed on July 16, 2015.
|
(143)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 35 to the Registration Statement on Form N-2, filed on July 23, 2015.
|
(144)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 36 to the Registration Statement on Form N-2, filed on July 30, 2015.
|
(145)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 37 to the Registration Statement on Form N-2, filed on August 6, 2015.
|
(146)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 38 to the Registration Statement on Form N-2, filed on August 13, 2015.
|
(147)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 39 to the Registration Statement on Form N-2, filed on August 20, 2015.
|
(148)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 40 to the Registration Statement on Form N-2, filed on August 27, 2015.
|
(149)
|
Incorporated by reference to Exhibit 14 of the Registrant’s Form 10-K, filed on August 26, 2015.
|
(150)
|
Incorporated by reference from the Registrant's Pre-Effective Registration Statement on Form N-2, filed on August 31, 2015.
|
(151)
|
Incorporated by reference to Exhibit 99.1 of the Registrant’s Form 10-K/A, filed on September 11, 2015.
|
(152)
|
Incorporated by reference to Exhibit 99.2 of the Registrant’s Form 10-K/A, filed on September 11, 2015.
|
(153)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 42 to the Registration Statement on Form N-2, filed on September 16, 2015.
|
(154)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 43 to the Registration Statement on Form N-2, filed on September 17, 2015.
|
(155)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 44 to the Registration Statement on Form N-2, filed on September 24, 2015.
|
(156)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 45 to the Registration Statement on Form N-2, filed on October 1, 2015.
|
(157)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 46 to the Registration Statement on Form N-2, filed on October 8, 2015.
|
*
|
To be filed by amendment.
|
Commission registration fee
|
$
|
503,500
|
|
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
|
$
|
2,758,500
|
|
Name of Entity and Place of Jurisdiction
|
|
% of Voting Securities Owned
|
|
SB Forging Company, 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, LLC (Delaware)
|
|
82.9
|
%
|
ProHaul Transports, LLC (Oklahoma)
|
|
82.9
|
%
|
Wright Foster Disposals, LLC (Delaware)
|
|
82.9
|
%
|
Wright Trucking, Inc.
(Delaware)
|
|
82.9
|
%
|
Foster Testing Co., Inc. (Delaware)
|
|
82.9
|
%
|
Echelon Aviation LLC (Delaware)
|
|
100.0
|
%
|
Echelon Aviation II, LLC (Delaware)
|
|
100.0
|
%
|
Echelon Prime Coöperatief U.A. (Netherlands)
|
|
100.0
|
%
|
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
|
%
|
Name of Entity and Place of Jurisdiction
|
|
% of Voting Securities Owned
|
|
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
|
%
|
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
|
%
|
Harbortouch Payments, LLC (Delaware)†
|
|
53.5
|
%
|
Credit Card Processing USA, LLC (New Jersey)†
|
|
53.5
|
%
|
Integrated Contract Services, Inc. (Delaware)
|
|
100.0
|
%
|
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
|
%
|
PSBL, LLC (Delaware)*
|
|
100.0
|
%
|
Prospect Yield Corporation, LLC (Delaware)*
|
|
100.0
|
%
|
Wolf Energy Holdings Inc. (Delaware)*
|
|
100.0
|
%
|
Wolf Energy, LLC (Delaware)
|
|
100.0
|
%
|
Appalachian Energy LLC (Delaware)
|
|
100.0
|
%
|
C & S Operating, LLC (Delaware)
|
|
100.0
|
%
|
The Healing Staff, Inc. (Texas)
|
|
100.0
|
%
|
Name of Entity and Place of Jurisdiction
|
|
% of Voting Securities Owned
|
|
R-V Industries, Inc. (Pennsylvania)
|
|
88.3
|
%
|
STI Holding, 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 Holdings Limited (Cayman Islands)
|
|
100.0
|
%
|
American Consumer Lending (Near-Prime), LLC (Delaware)
|
|
100.0
|
%
|
American Consumer Lending (Prime), LLC (Delaware)
|
|
100.0
|
%
|
American Consumer Lending Intermediate Limited (Cayman Islands)
|
|
100.0
|
%
|
American Consumer Lending II (Near-Prime), LLC (Delaware)
|
|
100.0
|
%
|
American Consumer Lending II (Prime), LLC (Delaware)
|
|
100.0
|
%
|
American Consumer Lending III (Near-Prime), LLC (Delaware)
|
|
100.0
|
%
|
American Consumer Lending III (Prime), LLC (Delaware)
|
|
100.0
|
%
|
American Consumer Lending IV (Near-Prime), LLC (Delaware)
|
|
100.0
|
%
|
American Consumer Lending IV (Prime), LLC (Delaware)
|
|
100.0
|
%
|
American Consumer Lending Intermediate (Near-Prime), LLC (Delaware)
|
|
100.0
|
%
|
American Consumer Lending Intermediate (Prime), LLC (Delaware)
|
|
100.0
|
%
|
ACL Prime, LLC (Delaware)
|
|
100.0
|
%
|
ACL Near-Prime, LLC (Delaware)
|
|
100.0
|
%
|
ACL Patient Solutions, LLC (Delaware)
|
|
100.0
|
%
|
ACL Patient Solutions Holdings, LLC (Delaware)
|
|
100.0
|
%
|
ACL Consumer Lending Patient Solutions, LLC (Delaware)
|
|
100.0
|
%
|
ACL Intermediate Company, LLC (Delaware)
|
|
100.0
|
%
|
ACL Intermediate Company II, LLC (Delaware)
|
|
100.0
|
%
|
National Property REIT Corp. (Maryland)
|
|
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 II, Inc. (Delaware)
|
|
100.0
|
%
|
ACL Loan Company III, Inc. (Delaware)
|
|
100.0
|
%
|
ACL Loan Company IV, Inc. (Delaware)
|
|
100.0
|
%
|
ACL Consumer Loan Trust (Delaware)
|
|
100.0
|
%
|
ACL Consumer Loan Trust II (Delaware)
|
|
100.0
|
%
|
ACL Consumer Loan Trust III (Delaware)
|
|
100.0
|
%
|
ACL Consumer Loan Trust IV (Delaware)
|
|
100.0
|
%
|
Name of Entity and Place of Jurisdiction
|
|
% of Voting Securities Owned
|
|
APH Carroll 41, LLC (Delaware)
|
|
94.0
|
%
|
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 Holdings, LLC (Delaware)
|
|
92.5
|
%
|
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
|
%
|
Name of Entity and Place of Jurisdiction
|
|
% of Voting Securities Owned
|
|
CCPI Inc. (Delaware)
|
|
94.0
|
%
|
Credit Central Holdings of Delaware, LLC (Delaware)*
|
|
100.0
|
%
|
Credit Central Loan Company, LLC (South Carolina)
|
|
74.9
|
%
|
Credit Central, LLC (South Carolina)
|
|
74.9
|
%
|
Credit Central South, LLC (South Carolina)
|
|
74.9
|
%
|
Credit Central of Tennessee, LLC (South Carolina)
|
|
74.9
|
%
|
Credit Central of Texas, LLC (South Carolina)
|
|
74.9
|
%
|
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 Loan Company LLC (Delaware)
|
|
93.8
|
%
|
Nationwide Online Lending LLC (Delaware)
|
|
93.8
|
%
|
Pelican Loan Company LLC (Delaware)
|
|
93.8
|
%
|
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
|
%
|
Gulf Coast Machine & Supply Company (Texas)
|
|
100.0
|
%
|
*
|
Entity is consolidated for purposes of financial reporting.
|
Name
|
|
Jurisdiction of Organization
|
Prospect Street Ventures I, LLC
|
|
Delaware
|
Prospect Management Group 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 Capital Investment Management, LLC
|
|
Delaware
|
Title of Class
|
|
Number of Record Holders
|
Common Stock, par value $.001 per share
|
|
122
|
(1)
|
the Registrant, Prospect Capital Corporation, 10 East 40
th
Street, 42
nd
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., Fifth Third Bank, Customers Bank and Peapack-Gladstone Bank; and
|
(4)
|
the Adviser, Prospect Capital Management L.P., 10 East 40
th
Street, 42
nd
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.
|
|
PROSPECT CAPITAL CORPORATION
|
|
|
|
|
|
|
|
|
By:
|
/s/ JOHN F. BARRY III
|
|
|
John F. Barry III
Chief Executive Officer and Chairman of the Board of Directors
|
Signature
|
|
Title
|
|
|
|
|
|
|
/s/ JOHN F. BARRY III
|
|
Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)
|
John F. Barry III
|
|
|
|
|
|
|
|
|
/s/ M. GRIER ELIASEK
|
|
Chief Operating Officer and Director
|
M. Grier Eliasek
|
|
|
|
|
|
|
|
|
/s/ BRIAN H. OSWALD
|
|
Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer)
|
Brian H. Oswald
|
|
|
|
|
|
|
|
|
/s/ WILLIAM J. GREMP*
|
|
Director
|
William J. Gremp
|
|
|
|
|
|
|
|
|
/s/ ANDREW C. COOPER*
|
|
Director
|
Andrew C. Cooper
|
|
|
|
|
|
|
|
|
/s/ EUGENE S. STARK*
|
|
Director
|
Eugene S. Stark
|
|
|
*By:
|
/s/ M. GRIER ELIASEK
|
|
|
M. Grier Eliasek,
as Attorney-in-Fact
|
|
Exhibit No.
|
|
Description
|
(j)(7)
|
|
Custody Agreement, dated as of August 27, 2014, by and between the Registrant and BankUnited, N.A.
|
(n)(1)
|
|
Consent of independent registered public accounting firm (BDO USA, LLP)
|
(n)(4)
|
|
Consent of certified public accountants (McGladrey LLP)
|
1.
|
DEFINITIONS
|
(a)
|
any reference to this Agreement or another agreement or instrument refers to such agreement or instrument as the same may be amended, modified or otherwise rewritten from time to time;
|
(b)
|
a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
|
(c)
|
any term defined in the singular form may be used in, and shall include, the plural with the same meaning, and vice versa;
|
(d)
|
a reference to a Person includes a reference to the Person’s executors, successors and permitted assigns;
|
(e)
|
an agreement, representation or warranty in favor of two or more Persons is for the benefit of them jointly and severally;
|
(f)
|
an agreement, representation or warranty on the part of two or more Persons binds them jointly and severally;
|
(g)
|
a reference to the term “including” means “including, without limitation,”; and
|
(h)
|
a reference to any accounting term is to be interpreted in accordance with generally accepted principles and practices in the United States, consistently applied, unless otherwise instructed by the Company.
|
2.
|
APPOINTMENT OF CUSTODIAN
|
3.
|
DUTIES OF CUSTODIAN
|
(a)
|
The Company shall deliver, or cause to be delivered, to the Custodian certain of the Company’s cash, checks or other items for the payment of money.
|
(a)
|
Proceeds and other cash received by the Custodian from time to time shall be deposited or credited to the Account and, at Company’s direction, invested in Eligible Investments. All amounts deposited or credited to the Account shall be subject to clearance and receipt of final payment by the Custodian.
|
(b)
|
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.
|
(c)
|
Payment of Moneys. Upon receipt of Proper Instructions, which may be standing instructions, the Custodian shall pay out from the Account collected and available balances, as determined in accordance with Custodian’s then current availability schedule, of the Company on deposit therein as Custodian may be 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.
|
4.
|
REPORTING
|
(d)
|
The Custodian shall render to the Company a monthly statement of (i) all deposits to and withdrawals or transfers from the Account during the month, and the outstanding balance (as of the last day of the preceding monthly statement and as of the last day of the subject month), and (ii) such other matters as the parties may agree from time to time.
|
(e)
|
For each Business Day, the Custodian shall render to the Company a daily report of all deposits to and withdrawals or transfers from the Account for such Business Day and the outstanding balance as of the end of such Business Day.
|
(f)
|
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.
|
5.
|
FOREIGN SUB-CUSTODIANS
|
6.
|
CERTAIN GENERAL TERMS
|
(a)
|
The Company will give a notice to the Custodian, in form acceptable to the Custodian, specifying the names and specimen signatures of persons authorized to give Proper Instructions (collectively, “
Authorized Persons
” and each is an “
Authorized Person
”), which notice shall be signed by any two (2) Authorized Persons previously certified to the Custodian. The Custodian shall be entitled to rely upon the identity and authority of such persons until it receives written notice from any two (2) Authorized Persons of the Company to the contrary. The initial Authorized Persons are set forth on
Schedule A
attached hereto and made a part hereof (as such
Schedule A
may be modified from time to time by written notice from the Company to the Custodian); and the Company hereby represents and warrants that the true and accurate specimen signatures of such initial Authorized Persons are set forth on
Schedule A
.
|
(b)
|
The Custodian shall have no responsibility or liability to the Company (or any other person or entity), and shall be indemnified and held harmless by the Company, in the event that a subsequent written confirmation of an oral instruction fails to conform to the oral instructions received by the Custodian. The Custodian shall not have an obligation to act in accordance with purported instructions to the extent that they conflict with applicable law or regulations, local market practice or the Custodian’s operating policies and practices. The Custodian shall not be liable for any loss resulting from a delay while it obtains clarification of any Proper Instructions.
|
(a)
|
the authority of any person to act in accordance with such certificate; or
|
(b)
|
any determination or action by the Company as described in such certificate,
|
7.
|
RESPONSIBILITY OF CUSTODIAN
|
(c)
|
The Custodian shall be entitled to refrain from taking any action unless it has such instruction (in the form of Proper Instructions) from the Company as it reasonably deems necessary, and shall be entitled to require, upon notice to the Company, that Proper Instructions to it be in writing. The Custodian shall have no liability for any action (or forbearance from action) taken pursuant to the Proper Instruction of the Company.
|
(d)
|
Whenever the Custodian is entitled or required to receive or obtain any communications or information pursuant to or as contemplated by this Agreement, it shall be entitled to receive the same in writing, in form, content and medium reasonably acceptable to it and otherwise in accordance with any applicable terms of this Agreement; and whenever any report or other information is required to be produced or distributed by the Custodian it shall be in form, content and medium reasonably acceptable to it and the Company and otherwise in accordance with any applicable terms of this Agreement.
|
(a)
|
The Custodian may rely on (and shall be protected in acting or refraining from acting in reliance upon) any written notice, instruction, statement, certificate, request, waiver, consent, opinion, report, receipt or other paper or document furnished to it (including any of the foregoing provided to it by telecopier or electronic means), not only as to its due execution and validity, but also as to the truth and accuracy of any information therein contained, which it in good faith believes to be genuine and signed or presented by the proper person (which in the case of any instruction from or on behalf of the Company shall be any two (2) Authorized Persons); and the Custodian shall be entitled to presume the genuineness and due authority of any signature appearing thereon. The Custodian shall not be bound to make any independent investigation into the facts or matters stated in any such notice, instruction, statement, certificate, request, waiver, consent, opinion, report, receipt or other paper or document; provided, however, that, if the form thereof is specifically prescribed by the terms of this Agreement, the Custodian shall examine the same to determine whether it substantially conforms on its face to such requirements hereof.
|
(b)
|
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
|
(c)
|
In no event shall the Custodian be liable for any indirect, special or consequential damages (including, without limitation, lost profits) whether or not it has been advised of the likelihood of such damages and regardless of the form of action.
|
(d)
|
Notwithstanding anything to the contrary contained herein, the Custodian is authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the Account without determination by the Custodian of such court’s jurisdiction in the matter. If all or any portion of the funds on deposit in the Account is at any time attached, garnished or levied upon under any court order, or in the case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, the Custodian is authorized in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree and the Custodian shall not be liable to Company or to any other Person by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified annulled, set aside or vacated.
|
(e)
|
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.
|
(f)
|
The Custodian shall not be deemed to have notice of any fact, claim or demand with respect hereto unless actually known by an employee 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 13 and specifically referencing this Agreement.
|
(g)
|
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
|
(h)
|
The permissive right of the Custodian to take any action hereunder shall not be construed as a duty.
|
(i)
|
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.
|
(j)
|
All indemnifications contained in this Agreement in favor of the Custodian shall survive the termination of this Agreement.
|
(c)
|
The Company shall and does hereby indemnify and hold harmless each of the Custodian, its officers, directors, employees, parent, subsidiaries, affiliates and each of their respective successors and assigns for and from any and all costs and expenses (including reasonable attorney’s fees and expenses), and any and all losses, damages, claims and liabilities, that may arise, be brought against or incurred by the Custodian, and any advances or disbursements made by the Custodian (including in respect of any Account overdraft, returned deposit item, chargeback, provisional credit, settlement or assumed settlement, reclaimed payment, claw-back or the like), as a result of, relating to, or arising out of this Agreement, or the administration or performance of the Custodian’s duties hereunder, or the relationship between the Company (including, for the avoidance of doubt, any subsidiary or affiliate) 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.
|
(d)
|
In the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from the Custodian’s or its nominee’s own gross negligent action, gross negligent failure to act, fraud or willful misconduct, or if the Company fails to compensate the Custodian pursuant to Section 7.4 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.
|
8.
|
SECURITY CODES
|
9.
|
TAX LAW
|
10.
|
EFFECTIVE PERIOD, TERMINATION
|
11.
|
REPRESENTATIONS AND WARRANTIES
|
(a)
|
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
|
(b)
|
in giving any instructions which purport to be “Proper Instructions” under this Agreement, the Company will act in accordance with the provisions of its articles of incorporation and bylaws and any applicable laws and regulations.
|
(a)
|
it 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.
|
12.
|
PARTIES IN INTEREST; NO THIRD PARTY BENEFIT
|
13.
|
NOTICES
|
(a)
|
if to the Company, to
|
(b)
|
if to the Custodian, to
|
14.
|
CHOICE OF LAW AND JURISDICTION
|
15.
|
ENTIRE AGREEMENT; COUNTERPARTS
|
16.
|
AMENDMENT; WAIVER
|
17.
|
SUCCESSOR AND ASSIGNS
|
18.
|
SEVERABILITY
|
19.
|
REQUEST FOR INSTRUCTIONS
|
20.
|
OTHER BUSINESS
|
21.
|
REPRODUCTION OF DOCUMENTS
|
22.
|
MISCELLANEOUS
|
Witness:
|
PROSPECT CAPITAL CORPORATION
|