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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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Page
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Use of proceeds
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Unless otherwise specified in a prospectus supplement, we intend to use the net proceeds from selling Securities pursuant to this prospectus initially to maintain balance sheet liquidity, involving repayment of debt under our credit facility, if any, investments in high quality short-term debt instruments or a combination thereof, and thereafter to make long-term investments in accordance with our investment objective. Interest on borrowings under our credit facility is one-month LIBOR plus 225 basis points, with no minimum LIBOR floor. Additionally, the lenders charge a fee on the unused portion of the credit facility equal to either 50 basis points if at least thirty-five percent of the credit facility is drawn or 100 basis points otherwise. See “Use of Proceeds.”
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Distributions
|
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In June 2010, our Board of Directors approved a change in dividend policy from quarterly distributions to monthly distributions. Since that time, we have paid monthly distributions to the holders of our common stock and 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
|
|
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 and direct stock purchase plan
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We have adopted a dividend reinvestment and direct stock purchase plan that provides for reinvestment of our dividends or distributions on behalf of our stockholders, unless a stockholder elects to receive cash, and the ability to purchase additional shares by making optional cash investments. As a result, when our Board of Directors authorizes, and we declare, a cash dividend or distribution, then our stockholders who have not “opted out” of our dividend reinvestment and direct stock purchase plan will have their cash dividends or distributions automatically reinvested in additional shares of our common stock, rather than receiving the cash dividends or distributions. If you are not a current stockholder and want to enroll or have “opted out” and wish to rejoin, you may purchase shares directly through the plan or opt in by enrolling online or submitting to the plan administrator a completed enrollment form and, if you are not a current stockholder, making an initial investment of at least $250. 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 and Direct Stock Purchase 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 $4,672,820,000 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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Offering expenses borne by the Company (as a percentage of offering price)(2)
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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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Annual expenses (as a percentage of net assets attributable to common stock):
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|
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Management fees(5)
|
4.08
|
%
|
Incentive fees payable under Investment Advisory Agreement (20% of realized capital gains and 20% of pre-incentive fee net investment income)(6)
|
2.28
|
%
|
Total advisory fees
|
6.36
|
%
|
Total interest expense(7)
|
5.31
|
%
|
Acquired Fund Fees and Expenses(8)
|
0.01
|
%
|
Other expenses(9)
|
0.91
|
%
|
Total annual expenses(6)(9)
|
12.59
|
%
|
|
|
1 Year
|
|
3 Years
|
|
5 Years
|
|
10 Years
|
||||||||
You would pay the following expenses on a $1,000 investment, assuming a 5% annual return*
|
|
$
|
103.11
|
|
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$
|
293.19
|
|
|
$
|
463.62
|
|
|
$
|
816.52
|
|
You would pay the following expenses on a $1,000 investment, assuming a 5% annual return**
|
|
$
|
113.11
|
|
|
$
|
321.33
|
|
|
$
|
507.59
|
|
|
$
|
891.32
|
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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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**
|
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)
|
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)
|
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)
|
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)
|
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 $3.4 billion, the 2% management fee of gross assets would equal approximately 4.08% of net assets. Based on our borrowings as of August 29, 2017 of $2.7 billion, the 2% management fee of gross assets would equal approximately 3.69% of net assets including costs of the undrawn credit facility. See “Business— Management Services—Investment Advisory Agreement” and footnote 6 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, 2017, 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.
|
(7)
|
As of August 29, 2017 Prospect has $2.7 billion outstanding of its Unsecured Notes (as defined below) in various maturities, ranging from October 15, 2017 to October 15, 2043, and interest rates, ranging from 3.75% to 7.00%, 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
|
(8)
|
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, 2017. 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 $3.4 billion as of June 30, 2017. The expenses of the CLOs in which we invest are not included in Acquired Fund Fees and Expenses and are included in Other expenses.
|
(9)
|
“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, 2017 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.”
|
|
Year Ended June 30,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(in thousands except data relating to shares,
per share and number of portfolio companies)
|
||||||||||||||||||
Performance Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total interest income
|
$
|
668,717
|
|
|
$
|
731,618
|
|
|
$
|
748,974
|
|
|
$
|
613,741
|
|
|
$
|
435,455
|
|
Total dividend income
|
5,679
|
|
|
26,501
|
|
|
7,663
|
|
|
26,837
|
|
|
82,705
|
|
|||||
Total other income
|
26,650
|
|
|
33,854
|
|
|
34,447
|
|
|
71,713
|
|
|
58,176
|
|
|||||
Total Investment Income
|
701,046
|
|
|
791,973
|
|
|
791,084
|
|
|
712,291
|
|
|
576,336
|
|
|||||
Interest and credit facility expenses
|
(164,848
|
)
|
|
(167,719
|
)
|
|
(170,660
|
)
|
|
(130,103
|
)
|
|
(76,341
|
)
|
|||||
Investment advisory expense
|
(199,394
|
)
|
|
(219,305
|
)
|
|
(225,277
|
)
|
|
(198,296
|
)
|
|
(151,031
|
)
|
|||||
Other expenses
|
(30,722
|
)
|
|
(33,821
|
)
|
|
(32,400
|
)
|
|
(26,669
|
)
|
|
(24,040
|
)
|
|||||
Total Operating Expenses
|
(394,964
|
)
|
|
(420,845
|
)
|
|
(428,337
|
)
|
|
(355,068
|
)
|
|
(251,412
|
)
|
|||||
Net Investment Income
|
306,082
|
|
|
371,128
|
|
|
362,747
|
|
|
357,223
|
|
|
324,924
|
|
|||||
Net realized and change in unrealized (losses) gains
|
(53,176
|
)
|
|
(267,766
|
)
|
|
(16,408
|
)
|
|
(38,203
|
)
|
|
(104,068
|
)
|
|||||
Net Increase in Net Assets from Operations
|
$
|
252,906
|
|
|
$
|
103,362
|
|
|
$
|
346,339
|
|
|
$
|
319,020
|
|
|
$
|
220,856
|
|
Per Share Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Increase in Net Assets from Operations(1)
|
$
|
0.70
|
|
|
$
|
0.29
|
|
|
$
|
0.98
|
|
|
$
|
1.06
|
|
|
$
|
1.07
|
|
Dividends declared per share
|
$
|
(1.00
|
)
|
|
$
|
(1.00
|
)
|
|
$
|
(1.19
|
)
|
|
$
|
(1.32
|
)
|
|
$
|
(1.28
|
)
|
Weighted average shares of common stock outstanding
|
358,841,714
|
|
|
356,134,297
|
|
|
353,648,522
|
|
|
300,283,941
|
|
|
207,069,971
|
|
|||||
Assets and Liabilities Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Investments at Fair Value
|
5,838,305
|
|
|
5,897,708
|
|
|
$
|
6,609,558
|
|
|
$
|
6,253,739
|
|
|
$
|
4,172,852
|
|
||
Other Assets(4)
|
334,484
|
|
|
338,473
|
|
|
144,356
|
|
|
166,520
|
|
|
237,758
|
|
|||||
Total Assets(4)
|
6,172,789
|
|
|
6,236,181
|
|
|
6,753,914
|
|
|
6,420,259
|
|
|
4,410,610
|
|
|||||
Revolving Credit Facility
|
—
|
|
|
—
|
|
|
368,700
|
|
|
92,000
|
|
|
124,000
|
|
|||||
Convertible Notes(4)
|
937,641
|
|
|
1,074,361
|
|
|
1,218,226
|
|
|
1,219,676
|
|
|
827,246
|
|
|||||
Public Notes(4)
|
738,300
|
|
|
699,368
|
|
|
541,490
|
|
|
637,584
|
|
|
340,611
|
|
|||||
Prospect Capital InterNotes®(4)
|
966,254
|
|
|
893,210
|
|
|
811,180
|
|
|
766,781
|
|
|
353,538
|
|
|||||
Due to Prospect Administration and Prospect Capital Management
|
50,159
|
|
|
55,914
|
|
|
6,788
|
|
|
2,211
|
|
|
6,690
|
|
|||||
Other liabilities
|
125,483
|
|
|
77,411
|
|
|
104,481
|
|
|
83,825
|
|
|
102,031
|
|
|||||
Total Liabilities(4)
|
2,817,837
|
|
|
2,800,264
|
|
|
3,050,865
|
|
|
2,802,077
|
|
|
1,754,116
|
|
|||||
Net Assets
|
3,354,952
|
|
|
3,435,917
|
|
|
$
|
3,703,049
|
|
|
$
|
3,618,182
|
|
|
$
|
2,656,494
|
|
||
Investment Activity Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
No. of portfolio companies at period end
|
121
|
|
|
125
|
|
|
131
|
|
|
142
|
|
|
124
|
|
|||||
Acquisitions
|
$
|
1,489,470
|
|
|
$
|
979,102
|
|
|
$
|
1,867,477
|
|
|
$
|
2,933,365
|
|
|
$
|
3,103,217
|
|
Sales, repayments, and other disposals
|
$
|
1,413,882
|
|
|
$
|
1,338,875
|
|
|
$
|
1,411,562
|
|
|
$
|
767,978
|
|
|
$
|
931,534
|
|
Total return based on market value(2)
|
16.80
|
%
|
|
21.84
|
%
|
|
(20.84
|
)%
|
|
10.88
|
%
|
|
6.24
|
%
|
|||||
Total return based on net asset value(2)
|
8.98
|
%
|
|
7.15
|
%
|
|
11.47
|
%
|
|
10.97
|
%
|
|
10.91
|
%
|
|||||
Weighted average yield on debt portfolio at year end(3)
|
12.2
|
%
|
|
13.2
|
%
|
|
12.7
|
%
|
|
12.1
|
%
|
|
13.6
|
%
|
(1)
|
Per share data is based on the weighted average number of common shares outstanding for the year 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 year 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 year and assumes that dividends are reinvested in accordance with our dividend reinvestment plan.
|
(3)
|
Excludes equity investments and non-performing loans.
|
(4)
|
We have changed our method of presentation relating to debt issuance costs in accordance with ASU 2015-03,
Interest - Imputation of Interest
(Subtopic 835-30). Unamortized deferred financing costs of $40,526, $44,140, $57,010, and $37,607 previously reported as an asset on the
Consolidated Statements of Assets and Liabilities
as of June 30, 2016, 2015, 2014, and 2013, respectively, have been reclassified as a direct deduction to the respective Unsecured Notes. See
Critical Accounting Policies and Estimates
for further discussion.
|
•
|
a repeal or modification of portions of the Dodd-Frank Act, including the Volcker Rule;
|
•
|
changes to the regulatory landscape of public companies, financial institutions and trading, advisory and asset management firms;
|
•
|
alterations to the SEC’s enforcement authority; and
|
•
|
the changing leadership at key financial regulatory agencies, including the SEC, the Office of the Comptroller of the Currency, the Commodity Futures Trading Commission, the Federal Reserve and the Financial Stability Oversight Council.
|
•
|
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.
|
•
|
become delinquent in the payment of an outstanding obligation;
|
•
|
defaulted on a pre-existing debt obligation;
|
•
|
taken on additional debt; or
|
•
|
sustained other adverse financial events.
|
•
|
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 NPRC in respect of its properties, increases in interest rate levels on such financings and the risk that NPRC 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 NPRC;
|
•
|
potential limited number of prospective buyers interested in purchasing a property that NPRC 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 collectibility 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;
|
•
|
Difficulty meeting 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.
|
•
|
In addition, our ability to meet our payment and other obligations of the Unsecured Notes and our credit facility depends on our ability to generate significant cash flow in the future. This, to some extent, is subject to general economic, financial, competitive, legislative and regulatory factors as well as other factors that are beyond our control. We cannot provide assurance that our business will generate cash flow from operations, or that future borrowings will be available to us under our existing credit facility or otherwise, in an amount sufficient to enable us to meet our payment obligations under the Unsecured Notes and our other debt and to fund other liquidity needs. If we are not able to generate sufficient cash flow to service our debt obligations, we may need to refinance or restructure our debt, including the Unsecured Notes, sell assets, reduce or delay capital investments, or seek to raise additional capital. If we are unable to implement one or
|
Assumed Return on Our Portfolio (net of expenses)
|
|
(10
|
)%
|
|
(5
|
)%
|
|
0
|
%
|
|
5
|
%
|
|
10
|
%
|
Corresponding Return to Stockholder
|
|
(22.6
|
)%
|
|
(13.5
|
)%
|
|
(4.4
|
)%
|
|
4.7
|
%
|
|
13.9
|
%
|
•
|
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;
|
|
June 30, 2017
|
|
June 30, 2016
|
||||||||||||||||||
Level of Control
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
||||||||||||
Control Investments
|
$
|
1,840,731
|
|
30.8
|
%
|
$
|
1,911,775
|
|
32.7
|
%
|
|
$
|
1,768,220
|
|
29.0
|
%
|
$
|
1,752,449
|
|
29.7
|
%
|
Affiliate Investments
|
22,957
|
|
0.4
|
%
|
11,429
|
|
0.2
|
%
|
|
10,758
|
|
0.2
|
%
|
11,320
|
|
0.2
|
%
|
||||
Non-Control/Non-Affiliate Investments
|
4,117,868
|
|
68.8
|
%
|
3,915,101
|
|
67.1
|
%
|
|
4,312,122
|
|
70.8
|
%
|
4,133,939
|
|
70.1
|
%
|
||||
Total Investments
|
$
|
5,981,556
|
|
100.0
|
%
|
$
|
5,838,305
|
|
100.0
|
%
|
|
$
|
6,091,100
|
|
100.0
|
%
|
$
|
5,897,708
|
|
100.0
|
%
|
|
June 30, 2017
|
|
June 30, 2016
|
||||||||||||||||||
Type of Investment
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
||||||||||||
Revolving Line of Credit
|
$
|
27,409
|
|
0.5
|
%
|
$
|
27,409
|
|
0.5
|
%
|
|
$
|
13,274
|
|
0.2
|
%
|
$
|
13,274
|
|
0.2
|
%
|
Senior Secured Debt
|
2,940,163
|
|
49.2
|
%
|
2,798,796
|
|
47.9
|
%
|
|
3,072,839
|
|
50.5
|
%
|
2,941,722
|
|
49.9
|
%
|
||||
Subordinated Secured Debt
|
1,160,019
|
|
19.4
|
%
|
1,107,040
|
|
19.0
|
%
|
|
1,228,598
|
|
20.2
|
%
|
1,209,604
|
|
20.5
|
%
|
||||
Subordinated Unsecured Debt
|
37,934
|
|
0.6
|
%
|
44,434
|
|
0.8
|
%
|
|
75,878
|
|
1.2
|
%
|
68,358
|
|
1.2
|
%
|
||||
Small Business Loans
|
8,434
|
|
0.1
|
%
|
7,964
|
|
0.1
|
%
|
|
14,603
|
|
0.2
|
%
|
14,215
|
|
0.2
|
%
|
||||
CLO Residual Interest
|
1,150,006
|
|
19.2
|
%
|
1,079,712
|
|
18.5
|
%
|
|
1,083,540
|
|
17.8
|
%
|
1,009,696
|
|
17.1
|
%
|
||||
Preferred Stock
|
112,394
|
|
1.9
|
%
|
83,209
|
|
1.4
|
%
|
|
140,902
|
|
2.3
|
%
|
81,470
|
|
1.4
|
%
|
||||
Common Stock
|
295,200
|
|
4.9
|
%
|
391,374
|
|
6.7
|
%
|
|
229,389
|
|
3.8
|
%
|
258,498
|
|
4.4
|
%
|
||||
Membership Interest
|
249,997
|
|
4.2
|
%
|
206,012
|
|
3.5
|
%
|
|
226,479
|
|
3.7
|
%
|
221,949
|
|
3.8
|
%
|
||||
Participating Interest(1)
|
—
|
|
—
|
%
|
91,491
|
|
1.6
|
%
|
|
—
|
|
—
|
%
|
70,590
|
|
1.2
|
%
|
||||
Escrow Receivable
|
—
|
|
—
|
%
|
864
|
|
—
|
%
|
|
3,916
|
|
0.1
|
%
|
6,116
|
|
0.1
|
%
|
||||
Warrants
|
—
|
|
—
|
%
|
—
|
|
—
|
|
|
1,682
|
|
—
|
%
|
2,216
|
|
—
|
%
|
||||
Total Investments
|
$
|
5,981,556
|
|
100.0
|
%
|
$
|
5,838,305
|
|
100.0
|
%
|
|
$
|
6,091,100
|
|
100.0
|
%
|
$
|
5,897,708
|
|
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, 2017
|
|
June 30, 2016
|
||||||||||||||||||
Type of Investment
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
||||||||||||
First Lien
|
$
|
2,959,738
|
|
55.6
|
%
|
$
|
2,818,371
|
|
55.6
|
%
|
|
$
|
3,079,689
|
|
56.1
|
%
|
$
|
2,948,572
|
|
56.1
|
%
|
Second Lien
|
1,167,853
|
|
21.9
|
%
|
1,114,874
|
|
22.0
|
%
|
|
1,235,022
|
|
22.5
|
%
|
1,216,028
|
|
23.1
|
%
|
||||
Unsecured
|
37,934
|
|
0.7
|
%
|
44,434
|
|
0.9
|
%
|
|
75,878
|
|
1.4
|
%
|
68,358
|
|
1.3
|
%
|
||||
Small Business Loans
|
8,434
|
|
0.2
|
%
|
7,964
|
|
0.2
|
%
|
|
14,603
|
|
0.3
|
%
|
14,215
|
|
0.3
|
%
|
||||
CLO Residual Interest
|
1,150,006
|
|
21.6
|
%
|
1,079,712
|
|
21.3
|
%
|
|
1,083,540
|
|
19.7
|
%
|
1,009,696
|
|
19.2
|
%
|
||||
Total Debt Investments
|
$
|
5,323,965
|
|
100.0
|
%
|
$
|
5,065,355
|
|
100.0
|
%
|
|
$
|
5,488,732
|
|
100.0
|
%
|
$
|
5,256,869
|
|
100.0
|
%
|
|
June 30, 2017
|
|
June 30, 2016
|
||||||||||||||||||
Geographic Location
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
||||||||||||
Canada
|
$
|
9,831
|
|
0.2
|
%
|
$
|
10,000
|
|
0.2
|
%
|
|
$
|
15,000
|
|
0.2
|
%
|
$
|
8,081
|
|
0.1
|
%
|
Cayman Islands
|
1,150,006
|
|
19.2
|
%
|
1,079,712
|
|
18.5
|
%
|
|
1,083,540
|
|
17.8
|
%
|
1,009,696
|
|
17.1
|
%
|
||||
France
|
9,755
|
|
0.2
|
%
|
8,794
|
|
0.2
|
%
|
|
9,756
|
|
0.2
|
%
|
9,015
|
|
0.2
|
%
|
||||
Midwest US
|
605,417
|
|
10.1
|
%
|
678,766
|
|
11.6
|
%
|
|
804,515
|
|
13.2
|
%
|
849,029
|
|
14.4
|
%
|
||||
Northeast US
|
786,552
|
|
13.1
|
%
|
823,616
|
|
14.1
|
%
|
|
838,331
|
|
13.8
|
%
|
824,408
|
|
13.9
|
%
|
||||
Northwest US
|
281,336
|
|
4.7
|
%
|
207,962
|
|
3.6
|
%
|
|
242,540
|
|
4.0
|
%
|
189,464
|
|
3.2
|
%
|
||||
Puerto Rico
|
83,410
|
|
1.4
|
%
|
83,410
|
|
1.4
|
%
|
|
40,516
|
|
0.7
|
%
|
40,516
|
|
0.7
|
%
|
||||
Southeast US
|
1,367,606
|
|
22.9
|
%
|
1,412,351
|
|
24.2
|
%
|
|
1,498,976
|
|
24.6
|
%
|
1,531,943
|
|
26.0
|
%
|
||||
Southwest US
|
616,008
|
|
10.3
|
%
|
558,368
|
|
9.5
|
%
|
|
770,441
|
|
12.6
|
%
|
675,745
|
|
11.5
|
%
|
||||
Western US
|
1,071,635
|
|
17.9
|
%
|
975,326
|
|
16.7
|
%
|
|
787,485
|
|
12.9
|
%
|
759,811
|
|
12.9
|
%
|
||||
Total Investments
|
$
|
5,981,556
|
|
100.0
|
%
|
$
|
5,838,305
|
|
100.0
|
%
|
|
$
|
6,091,100
|
|
100.0
|
%
|
$
|
5,897,708
|
|
100.0
|
%
|
|
June 30, 2017
|
|
June 30, 2016
|
||||||||||||||||||
Industry
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
||||||||||||
Aerospace & Defense
|
$
|
69,837
|
|
1.2
|
%
|
$
|
71,318
|
|
1.2
|
%
|
|
$
|
57,762
|
|
0.9
|
%
|
$
|
60,821
|
|
1.0
|
%
|
Air Freight & Logistics
|
51,952
|
|
0.9
|
%
|
51,952
|
|
0.9
|
%
|
|
55,784
|
|
0.9
|
%
|
51,824
|
|
0.9
|
%
|
||||
Auto Components
|
30,222
|
|
0.5
|
%
|
30,460
|
|
0.5
|
%
|
|
20,328
|
|
0.3
|
%
|
20,328
|
|
0.3
|
%
|
||||
Capital Markets
|
14,796
|
|
0.2
|
%
|
15,000
|
|
0.3
|
%
|
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
||||
Chemicals
|
17,489
|
|
0.3
|
%
|
16,699
|
|
0.3
|
%
|
|
22,453
|
|
0.4
|
%
|
20,563
|
|
0.3
|
%
|
||||
Commercial Services & Supplies
|
354,185
|
|
5.9
|
%
|
312,634
|
|
5.3
|
%
|
|
479,034
|
|
7.9
|
%
|
461,089
|
|
7.9
|
%
|
||||
Construction & Engineering
|
62,258
|
|
1.0
|
%
|
32,509
|
|
0.6
|
%
|
|
60,436
|
|
1.0
|
%
|
31,091
|
|
0.5
|
%
|
||||
Consumer Finance
|
469,869
|
|
7.9
|
%
|
502,941
|
|
8.6
|
%
|
|
449,203
|
|
7.4
|
%
|
474,652
|
|
8.0
|
%
|
||||
Distributors
|
140,847
|
|
2.4
|
%
|
83,225
|
|
1.4
|
%
|
|
190,835
|
|
3.1
|
%
|
186,606
|
|
3.2
|
%
|
||||
Diversified Consumer Services
|
188,912
|
|
3.2
|
%
|
190,662
|
|
3.3
|
%
|
|
176,678
|
|
2.9
|
%
|
179,346
|
|
3.0
|
%
|
||||
Diversified Telecommunication Services
|
4,395
|
|
0.1
|
%
|
4,410
|
|
0.1
|
%
|
|
4,392
|
|
0.1
|
%
|
4,392
|
|
0.1
|
%
|
||||
Electronic Equipment, Instruments & Components
|
37,696
|
|
0.6
|
%
|
51,846
|
|
0.9
|
%
|
|
63,024
|
|
1.0
|
%
|
73,071
|
|
1.2
|
%
|
||||
Energy Equipment & Services
|
251,019
|
|
4.2
|
%
|
131,660
|
|
2.3
|
%
|
|
346,480
|
|
5.7
|
%
|
173,081
|
|
2.9
|
%
|
||||
Equity Real Estate Investment Trusts (REITs)
|
374,380
|
|
6.3
|
%
|
624,337
|
|
10.7
|
%
|
|
335,048
|
|
5.5
|
%
|
480,763
|
|
8.2
|
%
|
||||
Food & Staples Retailing
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
|
17,876
|
|
0.3
|
%
|
18,000
|
|
0.3
|
%
|
||||
Food Products
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
|
150,000
|
|
2.5
|
%
|
145,546
|
|
2.5
|
%
|
||||
Health Care Providers & Services
|
422,919
|
|
7.2
|
%
|
421,389
|
|
7.1
|
%
|
|
304,908
|
|
5.0
|
%
|
305,503
|
|
5.2
|
%
|
||||
Health Care Technology
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
|
2,228
|
|
—
|
%
|
2,842
|
|
—
|
%
|
||||
Hotels, Restaurants & Leisure
|
127,638
|
|
2.1
|
%
|
103,897
|
|
1.8
|
%
|
|
142,813
|
|
2.3
|
%
|
142,954
|
|
2.4
|
%
|
||||
Household Durables
|
146,031
|
|
2.4
|
%
|
146,183
|
|
2.5
|
%
|
|
106,831
|
|
1.8
|
%
|
107,394
|
|
1.8
|
%
|
||||
Internet Software & Services
|
219,348
|
|
3.7
|
%
|
219,348
|
|
3.8
|
%
|
|
46,253
|
|
0.8
|
%
|
45,058
|
|
0.8
|
%
|
||||
IT Services
|
19,531
|
|
0.3
|
%
|
20,000
|
|
0.3
|
%
|
|
128,197
|
|
2.1
|
%
|
128,396
|
|
2.2
|
%
|
||||
Leisure Products
|
44,085
|
|
0.7
|
%
|
44,204
|
|
0.8
|
%
|
|
144,065
|
|
2.4
|
%
|
143,043
|
|
2.4
|
%
|
||||
Machinery
|
35,488
|
|
0.6
|
%
|
32,678
|
|
0.6
|
%
|
|
35,391
|
|
0.6
|
%
|
36,877
|
|
0.6
|
%
|
||||
Marine (1)
|
8,919
|
|
0.1
|
%
|
8,800
|
|
0.2
|
%
|
|
8,886
|
|
0.1
|
%
|
8,886
|
|
0.2
|
%
|
||||
Media
|
469,108
|
|
7.8
|
%
|
466,500
|
|
8.0
|
%
|
|
432,444
|
|
7.1
|
%
|
418,918
|
|
7.1
|
%
|
||||
Metals & Mining
|
9,953
|
|
0.2
|
%
|
10,000
|
|
0.2
|
%
|
|
9,934
|
|
0.2
|
%
|
9,309
|
|
0.2
|
%
|
||||
Online Lending
|
424,350
|
|
7.0
|
%
|
370,931
|
|
6.3
|
%
|
|
406,931
|
|
6.7
|
%
|
377,385
|
|
6.4
|
%
|
||||
Paper & Forest Products
|
11,295
|
|
0.2
|
%
|
11,500
|
|
0.2
|
%
|
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
||||
Personal Products
|
222,698
|
|
3.7
|
%
|
192,748
|
|
3.3
|
%
|
|
213,585
|
|
3.5
|
%
|
193,054
|
|
3.3
|
%
|
||||
Pharmaceuticals
|
117,989
|
|
2.0
|
%
|
117,989
|
|
2.0
|
%
|
|
70,739
|
|
1.2
|
%
|
70,739
|
|
1.2
|
%
|
||||
Professional Services
|
64,242
|
|
1.1
|
%
|
64,473
|
|
1.1
|
%
|
|
170,865
|
|
2.7
|
%
|
166,741
|
|
2.9
|
%
|
||||
Real Estate Management & Development
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
|
3,916
|
|
0.1
|
%
|
3,900
|
|
0.1
|
%
|
||||
Software
|
56,041
|
|
0.9
|
%
|
55,150
|
|
0.9
|
%
|
|
26,772
|
|
0.4
|
%
|
25,425
|
|
0.4
|
%
|
||||
Textiles, Apparel & Luxury Goods
|
285,180
|
|
4.8
|
%
|
274,206
|
|
4.7
|
%
|
|
323,139
|
|
5.3
|
%
|
319,904
|
|
5.4
|
%
|
||||
Tobacco
|
14,365
|
|
0.2
|
%
|
14,431
|
|
0.2
|
%
|
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
||||
Trading Companies & Distributors
|
64,513
|
|
1.1
|
%
|
64,513
|
|
1.1
|
%
|
|
330
|
|
—
|
%
|
511
|
|
—
|
%
|
||||
Subtotal
|
$
|
4,831,550
|
|
80.8
|
%
|
$
|
4,758,593
|
|
81.5
|
%
|
|
$
|
5,007,560
|
|
82.2
|
%
|
$
|
4,888,012
|
|
82.9
|
%
|
Structured Finance (2)
|
$
|
1,150,006
|
|
19.2
|
%
|
$
|
1,079,712
|
|
18.5
|
%
|
|
$
|
1,083,540
|
|
17.8
|
%
|
$
|
1,009,696
|
|
17.1
|
%
|
Total Investments
|
$
|
5,981,556
|
|
100.0
|
%
|
$
|
5,838,305
|
|
100.0
|
%
|
|
$
|
6,091,100
|
|
100.0
|
%
|
$
|
5,897,708
|
|
100.0
|
%
|
(1)
|
Industry includes exposure to the energy markets through our investments in Harley Marine Services, Inc. Including this investment, our overall fair value exposure to the broader energy industry, including energy equipment and services as noted above, as of June 30, 2017 and June 30, 2016 is $140,460 and $181,967, respectively.
|
(2)
|
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, 2014
|
|
714,255
|
|
|
690,194
|
|
December 31, 2014
|
|
522,705
|
|
|
224,076
|
|
March 31, 2015
|
|
219,111
|
|
|
108,124
|
|
June 30, 2015
|
|
411,406
|
|
|
389,168
|
|
September 30, 2015
|
|
345,743
|
|
|
436,919
|
|
December 31, 2015
|
|
316,145
|
|
|
354,855
|
|
March 31, 2016
|
|
23,176
|
|
|
163,641
|
|
June 30, 2016
|
|
294,038
|
|
|
383,460
|
|
September 30, 2016
|
|
347,150
|
|
|
114,331
|
|
December 31, 2016
|
|
469,537
|
|
|
644,995
|
|
March 31, 2017
|
|
449,607
|
|
|
302,513
|
|
June 30, 2017
|
|
223,176
|
|
|
352,043
|
|
(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.
|
Loan Type
|
|
Outstanding Principal Balance
|
|
Fair Value
|
|
Weighted Average Interest Rate*
|
||||
Super Prime
|
|
$
|
41,293
|
|
|
$
|
40,264
|
|
|
11.8%
|
Prime
|
|
117,505
|
|
|
112,159
|
|
|
15.8%
|
||
Near Prime
|
|
495,467
|
|
|
465,293
|
|
|
26.9%
|
No.
|
|
Property Name
|
|
City
|
|
Acquisition
Date |
|
Purchase
Price |
|
Mortgage
Outstanding |
||||
1
|
|
Filet of Chicken
|
|
Forest Park, GA
|
|
10/24/2012
|
|
$
|
7,400
|
|
|
$
|
—
|
|
2
|
|
5100 Live Oaks Blvd, LLC
|
|
Tampa, FL
|
|
1/17/2013
|
|
63,400
|
|
|
46,700
|
|
||
3
|
|
Lofton Place, LLC
|
|
Tampa, FL
|
|
4/30/2013
|
|
26,000
|
|
|
20,350
|
|
||
4
|
|
Arlington Park Marietta, LLC
|
|
Marietta, GA
|
|
5/8/2013
|
|
14,850
|
|
|
9,650
|
|
||
5
|
|
NPRC Carroll Resort, LLC
|
|
Pembroke Pines, FL
|
|
6/24/2013
|
|
225,000
|
|
|
178,970
|
|
||
6
|
|
Cordova Regency, LLC
|
|
Pensacola, FL
|
|
11/15/2013
|
|
13,750
|
|
|
11,375
|
|
||
7
|
|
Crestview at Oakleigh, LLC
|
|
Pensacola, FL
|
|
11/15/2013
|
|
17,500
|
|
|
13,845
|
|
||
8
|
|
Inverness Lakes, LLC
|
|
Mobile, AL
|
|
11/15/2013
|
|
29,600
|
|
|
24,700
|
|
||
9
|
|
Kings Mill Pensacola, LLC
|
|
Pensacola, FL
|
|
11/15/2013
|
|
20,750
|
|
|
17,550
|
|
||
10
|
|
Plantations at Pine Lake, LLC
|
|
Tallahassee, FL
|
|
11/15/2013
|
|
18,000
|
|
|
14,092
|
|
||
11
|
|
Verandas at Rocky Ridge, LLC
|
|
Birmingham, AL
|
|
11/15/2013
|
|
15,600
|
|
|
10,205
|
|
||
12
|
|
Matthews Reserve II, LLC
|
|
Matthews, NC
|
|
11/19/2013
|
|
22,063
|
|
|
19,934
|
|
||
13
|
|
City West Apartments II, LLC
|
|
Orlando, FL
|
|
11/19/2013
|
|
23,562
|
|
|
23,293
|
|
||
14
|
|
Vinings Corner II, LLC
|
|
Smyrna, GA
|
|
11/19/2013
|
|
35,691
|
|
|
32,943
|
|
||
15
|
|
Uptown Park Apartments II, LLC
|
|
Altamonte Springs, FL
|
|
11/19/2013
|
|
36,590
|
|
|
29,809
|
|
||
16
|
|
St. Marin Apartments II, LLC
|
|
Coppell, TX
|
|
11/19/2013
|
|
73,078
|
|
|
62,441
|
|
||
17
|
|
Atlanta Eastwood Village LLC
|
|
Stockbridge, GA
|
|
12/12/2013
|
|
25,957
|
|
|
22,906
|
|
||
18
|
|
Atlanta Monterey Village LLC
|
|
Jonesboro, GA
|
|
12/12/2013
|
|
11,501
|
|
|
11,145
|
|
||
19
|
|
Atlanta Hidden Creek LLC
|
|
Morrow, GA
|
|
12/12/2013
|
|
5,098
|
|
|
4,771
|
|
||
20
|
|
Atlanta Meadow Springs LLC
|
|
College Park, GA
|
|
12/12/2013
|
|
13,116
|
|
|
13,121
|
|
||
21
|
|
Atlanta Meadow View LLC
|
|
College Park, GA
|
|
12/12/2013
|
|
14,354
|
|
|
13,176
|
|
||
22
|
|
Atlanta Peachtree Landing LLC
|
|
Fairburn, GA
|
|
12/12/2013
|
|
17,224
|
|
|
15,606
|
|
||
23
|
|
APH Carroll Bartram Park, LLC
|
|
Jacksonville, FL
|
|
12/31/2013
|
|
38,000
|
|
|
27,639
|
|
||
24
|
|
Plantations at Hillcrest, LLC
|
|
Mobile, AL
|
|
1/17/2014
|
|
6,930
|
|
|
4,786
|
|
||
25
|
|
Crestview at Cordova, LLC
|
|
Pensacola, FL
|
|
1/17/2014
|
|
8,500
|
|
|
7,959
|
|
||
26
|
|
APH Carroll Atlantic Beach, LLC
|
|
Atlantic Beach, FL
|
|
1/31/2014
|
|
13,025
|
|
|
8,608
|
|
||
27
|
|
Taco Bell, OK
|
|
Yukon, OK
|
|
6/4/2014
|
|
1,719
|
|
|
—
|
|
||
28
|
|
Taco Bell, MO
|
|
Marshall, MO
|
|
6/4/2014
|
|
1,405
|
|
|
—
|
|
||
29
|
|
23 Mile Road Self Storage, LLC
|
|
Chesterfield, MI
|
|
8/19/2014
|
|
5,804
|
|
|
4,350
|
|
||
30
|
|
36th Street Self Storage, LLC
|
|
Wyoming, MI
|
|
8/19/2014
|
|
4,800
|
|
|
3,600
|
|
||
31
|
|
Ball Avenue Self Storage, LLC
|
|
Grand Rapids, MI
|
|
8/19/2014
|
|
7,281
|
|
|
5,460
|
|
||
32
|
|
Ford Road Self Storage, LLC
|
|
Westland, MI
|
|
8/29/2014
|
|
4,642
|
|
|
3,480
|
|
||
33
|
|
Ann Arbor Kalamazoo Self Storage, LLC
|
|
Ann Arbor, MI
|
|
8/29/2014
|
|
4,458
|
|
|
3,345
|
|
||
34
|
|
Ann Arbor Kalamazoo Self Storage, LLC
|
|
Ann Arbor, MI
|
|
8/29/2014
|
|
8,927
|
|
|
6,695
|
|
||
35
|
|
Ann Arbor Kalamazoo Self Storage, LLC
|
|
Kalamazoo, MI
|
|
8/29/2014
|
|
2,363
|
|
|
1,775
|
|
||
36
|
|
Canterbury Green Apartments Holdings LLC
|
|
Fort Wayne, IN
|
|
9/29/2014
|
|
85,500
|
|
|
74,169
|
|
||
37
|
|
Abbie Lakes OH Partners, LLC
|
|
Canal Winchester, OH
|
|
9/30/2014
|
|
12,600
|
|
|
13,055
|
|
||
38
|
|
Kengary Way OH Partners, LLC
|
|
Reynoldsburg, OH
|
|
9/30/2014
|
|
11,500
|
|
|
13,502
|
|
||
39
|
|
Lakeview Trail OH Partners, LLC
|
|
Canal Winchester, OH
|
|
9/30/2014
|
|
26,500
|
|
|
23,256
|
|
No.
|
|
Property Name
|
|
City
|
|
Acquisition
Date |
|
Purchase
Price |
|
Mortgage
Outstanding |
||||
40
|
|
Lakepoint OH Partners, LLC
|
|
Pickerington, OH
|
|
9/30/2014
|
|
11,000
|
|
|
14,480
|
|
||
41
|
|
Sunbury OH Partners, LLC
|
|
Columbus, OH
|
|
9/30/2014
|
|
13,000
|
|
|
14,115
|
|
||
42
|
|
Heatherbridge OH Partners, LLC
|
|
Blacklick, OH
|
|
9/30/2014
|
|
18,416
|
|
|
18,328
|
|
||
43
|
|
Jefferson Chase OH Partners, LLC
|
|
Blacklick, OH
|
|
9/30/2014
|
|
13,551
|
|
|
17,200
|
|
||
44
|
|
Goldenstrand OH Partners, LLC
|
|
Hilliard, OH
|
|
10/29/2014
|
|
7,810
|
|
|
9,600
|
|
||
45
|
|
Jolly Road Self Storage, LLC
|
|
Okemos, MI
|
|
1/16/2015
|
|
7,492
|
|
|
5,620
|
|
||
46
|
|
Eaton Rapids Road Self Storage, LLC
|
|
Lansing West, MI
|
|
1/16/2015
|
|
1,741
|
|
|
1,305
|
|
||
47
|
|
Haggerty Road Self Storage, LLC
|
|
Novi, MI
|
|
1/16/2015
|
|
6,700
|
|
|
5,025
|
|
||
48
|
|
Waldon Road Self Storage, LLC
|
|
Lake Orion, MI
|
|
1/16/2015
|
|
6,965
|
|
|
5,225
|
|
||
49
|
|
Tyler Road Self Storage, LLC
|
|
Ypsilanti, MI
|
|
1/16/2015
|
|
3,507
|
|
|
2,630
|
|
||
50
|
|
SSIL I, LLC
|
|
Aurora, IL
|
|
11/5/2015
|
|
34,500
|
|
|
26,450
|
|
||
51
|
|
Vesper Tuscaloosa, LLC
|
|
Tuscaloosa, AL
|
|
9/28/2016
|
|
54,500
|
|
|
41,250
|
|
||
52
|
|
Vesper Iowa City, LLC
|
|
Iowa City, IA
|
|
9/28/2016
|
|
32,750
|
|
|
24,825
|
|
||
53
|
|
Vesper Corpus Christi, LLC
|
|
Corpus Christi, TX
|
|
9/28/2016
|
|
14,250
|
|
|
10,800
|
|
||
54
|
|
Vesper Campus Quarters, LLC
|
|
Corpus Christi, TX
|
|
9/28/2016
|
|
18,350
|
|
|
14,175
|
|
||
55
|
|
Vesper College Station, LLC
|
|
College Station, TX
|
|
9/28/2016
|
|
41,500
|
|
|
32,058
|
|
||
56
|
|
Vesper Kennesaw, LLC
|
|
Kennesaw, GA
|
|
9/28/2016
|
|
57,900
|
|
|
44,727
|
|
||
57
|
|
Vesper Statesboro, LLC
|
|
Statesboro, GA
|
|
9/28/2016
|
|
7,500
|
|
|
5,292
|
|
||
58
|
|
Vesper Manhattan KS, LLC
|
|
Manhattan, KS
|
|
9/28/2016
|
|
23,250
|
|
|
15,921
|
|
||
59
|
|
JSIP Union Place, LLC
|
|
Franklin, MA
|
|
12/7/2016
|
|
64,750
|
|
|
51,800
|
|
||
60
|
|
9220 Old Lantern Way, LLC
|
|
Laurel, MD
|
|
1/30/2017
|
|
187,250
|
|
|
153,580
|
|
||
|
|
|
|
|
|
|
|
$
|
1,600,720
|
|
|
$
|
1,312,667
|
|
|
Principal Outstanding
|
|
Unamortized Discount & Debt Issuance Costs
|
|
Net Carrying Value
|
|
Fair Value
(1) |
|
Effective Interest Rate
|
|
||||||||||||
Revolving Credit Facility
(2)
|
$
|
—
|
|
|
$
|
4,779
|
|
|
$
|
—
|
|
(3
|
)
|
$
|
—
|
|
|
1ML+2.25%
|
|
(6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2017 Notes
|
50,734
|
|
|
77
|
|
|
50,657
|
|
|
51,184
|
|
(4
|
)
|
5.91
|
%
|
(7
|
)
|
|||||
2018 Notes
|
85,419
|
|
|
394
|
|
|
85,025
|
|
|
87,660
|
|
(4
|
)
|
6.42
|
%
|
(7
|
)
|
|||||
2019 Notes
|
200,000
|
|
|
1,846
|
|
|
198,154
|
|
|
206,614
|
|
(4
|
)
|
6.51
|
%
|
(7
|
)
|
|||||
2020 Notes
|
392,000
|
|
|
6,458
|
|
|
385,542
|
|
|
394,689
|
|
(4
|
)
|
5.38
|
%
|
(7
|
)
|
|||||
2022 Notes
|
225,000
|
|
|
6,737
|
|
|
218,263
|
|
|
223,875
|
|
(4
|
)
|
5.63
|
%
|
(7
|
)
|
|||||
Convertible Notes
|
953,153
|
|
|
|
|
937,641
|
|
|
964,022
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
5.00% 2019 Notes
|
300,000
|
|
|
1,705
|
|
|
298,295
|
|
|
308,439
|
|
(4
|
)
|
5.29
|
%
|
(7
|
)
|
|||||
2023 Notes
|
250,000
|
|
|
4,087
|
|
|
245,913
|
|
|
258,045
|
|
(4
|
)
|
6.22
|
%
|
(7
|
)
|
|||||
2024 Notes
|
199,281
|
|
|
5,189
|
|
|
194,092
|
|
|
207,834
|
|
(4
|
)
|
6.72
|
%
|
(7
|
)
|
|||||
Public Notes
|
749,281
|
|
|
|
|
738,300
|
|
|
774,318
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prospect Capital InterNotes
®
|
980,494
|
|
|
14,240
|
|
|
966,254
|
|
|
1,003,852
|
|
(5
|
)
|
5.55
|
%
|
(8
|
)
|
|||||
Total
|
$
|
2,682,928
|
|
|
|
|
$
|
2,642,195
|
|
|
$
|
2,742,192
|
|
|
|
|
(1)
|
As permitted by ASC 825-10-25, we have not elected to value our Revolving Credit Facility, Convertible Notes, Public Notes and Prospect Capital InterNotes® at fair value. The fair value of these debt obligations are categorized as Level 2 under ASC 820 as of June 30, 2017.
|
(2)
|
The maximum draw amount of the Revolving Credit facility as of June 30, 2017 is $885,000.
|
(3)
|
Net Carrying Value excludes deferred financing costs associated with the Revolving Credit Facility. See
Critical Accounting Policies and Estimates
for accounting policy details.
|
(4)
|
We use available market quotes to estimate the fair value of the Convertible Notes and Public Notes.
|
(5)
|
The fair value of Prospect Capital InterNotes® is estimated by discounting remaining payments using current Treasury rates plus spread.
|
(6)
|
Represents the rate on drawn down and outstanding balances. Deferred debt issuance costs are amortized on a straight-line method over the stated life of the obligation.
|
(7)
|
The effective interest rate is equal to the effect of the stated interest, the accretion of original issue discount and amortization of debt issuance costs. For the 2024 Notes, the rate presented is a combined effective interest rate of the 2024 Notes and 2024 Notes Follow-on Program.
|
(8)
|
For the Prospect Capital InterNotes®, the rate presented is the weighted average effective interest rate. Interest expense and deferred debt issuance costs, which are amortized on a straight-line method over the stated life of the obligation, are weighted against the average year-to-date principal balance.
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than 1 Year
|
|
1 – 3 Years
|
|
3 – 5 Years
|
|
After 5 Years
|
||||||||||
Revolving Credit Facility
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Convertible Notes
|
953,153
|
|
|
136,153
|
|
|
592,000
|
|
|
—
|
|
|
225,000
|
|
|||||
Public Notes
|
749,281
|
|
|
—
|
|
|
300,000
|
|
|
—
|
|
|
449,281
|
|
|||||
Prospect Capital InterNotes®
|
980,494
|
|
|
39,038
|
|
|
325,661
|
|
|
399,490
|
|
|
216,305
|
|
|||||
Total Contractual Obligations
|
$
|
2,682,928
|
|
|
$
|
175,191
|
|
|
$
|
1,217,661
|
|
|
$
|
399,490
|
|
|
$
|
890,586
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than 1 Year
|
|
1 – 3 Years
|
|
3 – 5 Years
|
|
After 5 Years
|
||||||||||
Revolving Credit Facility
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Convertible Notes
|
1,089,000
|
|
|
167,500
|
|
|
529,500
|
|
|
392,000
|
|
|
—
|
|
|||||
Public Notes
|
711,380
|
|
|
—
|
|
|
—
|
|
|
300,000
|
|
|
411,380
|
|
|||||
Prospect Capital InterNotes®
|
908,808
|
|
|
8,819
|
|
|
257,198
|
|
|
360,599
|
|
|
282,192
|
|
|||||
Total Contractual Obligations
|
$
|
2,709,188
|
|
|
$
|
176,319
|
|
|
$
|
786,698
|
|
|
$
|
1,052,599
|
|
|
$
|
693,572
|
|
|
2017 Notes
|
|
|
2018 Notes
|
|
|
2019 Notes
|
|
|
2020 Notes
|
|
|
2022 Notes
|
|
|||||
Initial conversion rate(1)
|
85.8442
|
|
|
82.3451
|
|
|
79.7766
|
|
|
80.6647
|
|
|
100.2305
|
|
|||||
Initial conversion price
|
$
|
11.65
|
|
|
$
|
12.14
|
|
|
$
|
12.54
|
|
|
$
|
12.40
|
|
|
$
|
9.98
|
|
Conversion rate at June 30, 2017(1)(2)
|
87.7516
|
|
|
84.1497
|
|
|
79.8360
|
|
|
80.6670
|
|
|
100.2305
|
|
|||||
Conversion price at
June 30
, 2017(2)(3)
|
$
|
11.40
|
|
|
$
|
11.88
|
|
|
$
|
12.53
|
|
|
$
|
12.40
|
|
|
$
|
9.98
|
|
Last conversion price calculation date
|
4/16/2017
|
|
|
8/14/2016
|
|
|
12/21/2016
|
|
|
4/11/2017
|
|
|
4/11/2017
|
|
|||||
Dividend threshold amount (per share)(4)
|
$
|
0.101500
|
|
|
$
|
0.101600
|
|
|
$
|
0.110025
|
|
|
$
|
0.110525
|
|
|
$
|
0.083330
|
|
(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 will increase only if the current monthly dividends (per share) exceed the dividend threshold amount (per share).
|
(4)
|
The conversion rate is increased if monthly cash dividends paid to common shares exceed the monthly dividend threshold amount, subject to adjustment. Current dividend rates are at or below the minimum dividend threshold amount for further conversion rate adjustments for all bonds.
|
Tenor at
Origination (in years) |
|
Principal
Amount |
|
Interest Rate
Range |
|
Weighted
Average Interest Rate |
|
Maturity Date Range
|
|||
5
|
|
$
|
138,882
|
|
|
4.75%–5.50%
|
|
5.08
|
%
|
|
July 15, 2021 – June 15, 2022
|
Tenor at
Origination (in years) |
|
Principal
Amount |
|
Interest Rate
Range |
|
Weighted
Average Interest Rate |
|
Maturity Date Range
|
|||
5
|
|
$
|
51,503
|
|
|
4.63%–6.00%
|
|
5.12
|
%
|
|
July 15, 2020 – June 15, 2021
|
6.5
|
|
35,155
|
|
|
5.10%–5.25%
|
|
5.25
|
%
|
|
January 15, 2022 – May 15, 2022
|
|
7
|
|
990
|
|
|
5.63%–6.00%
|
|
5.77
|
%
|
|
November 15, 2022 – December 15, 2022
|
|
10
|
|
787
|
|
|
5.13%–6.00%
|
|
5.33
|
%
|
|
November 15, 2025 – December 15, 2025
|
|
|
|
$
|
88,435
|
|
|
|
|
|
|
|
Tenor at
Origination (in years) |
|
Principal
Amount |
|
Interest Rate
Range |
|
Weighted
Average Interest Rate |
|
Maturity Date Range
|
|||
4
|
|
39,038
|
|
|
3.75%–4.00%
|
|
3.92
|
%
|
|
November 15, 2017 – May 15, 2018
|
|
5
|
|
354,805
|
|
|
4.25%–5.50%
|
|
5.00
|
%
|
|
July 15, 2018 – June 15, 2022
|
|
5.2
|
|
4,440
|
|
|
4.63%
|
|
4.63
|
%
|
|
August 15, 2020 – September 15, 2020
|
|
5.3
|
|
2,686
|
|
|
4.63%
|
|
4.63
|
%
|
|
September 15, 2020
|
|
5.4
|
|
5,000
|
|
|
4.75%
|
|
4.75
|
%
|
|
August 15, 2019
|
|
5.5
|
|
109,068
|
|
|
4.25%–5.00%
|
|
4.67
|
%
|
|
February 15, 2019 – November 15, 2020
|
|
6
|
|
2,182
|
|
|
4.88%
|
|
4.88
|
%
|
|
April 15, 2021 – May 15, 2021
|
|
6.5
|
|
40,702
|
|
|
5.10%–5.50%
|
|
5.24
|
%
|
|
February 15, 2020 – May 15, 2022
|
|
7
|
|
191,356
|
|
|
4.00%–6.55%
|
|
5.38
|
%
|
|
June 15, 2019 – December 15, 2022
|
|
7.5
|
|
1,996
|
|
|
5.75%
|
|
5.75
|
%
|
|
February 15, 2021
|
|
10
|
|
37,509
|
|
|
4.27%–7.00%
|
|
6.20
|
%
|
|
March 15, 2022 – December 15, 2025
|
|
12
|
|
2,978
|
|
|
6.00%
|
|
6.00
|
%
|
|
November 15, 2025 – December 15, 2025
|
|
15
|
|
17,245
|
|
|
5.25%–6.00%
|
|
5.36
|
%
|
|
May 15, 2028 – November 15, 2028
|
|
18
|
|
21,532
|
|
|
4.13%–6.25%
|
|
5.47
|
%
|
|
December 15, 2030 – August 15, 2031
|
|
20
|
|
4,248
|
|
|
5.63%–6.00%
|
|
5.84
|
%
|
|
November 15, 2032 – October 15, 2033
|
|
25
|
|
34,218
|
|
|
6.25%–6.50%
|
|
6.39
|
%
|
|
August 15, 2038 – May 15, 2039
|
|
30
|
|
111,491
|
|
|
5.50%–6.75%
|
|
6.22
|
%
|
|
November 15, 2042 – October 15, 2043
|
|
|
|
$
|
980,494
|
|
|
|
|
|
|
|
|
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
|
|
259,191
|
|
|
4.25%–5.75%
|
|
|
4.95
|
%
|
|
July 15, 2018 – June 15, 2021
|
|
5.2
|
|
4,440
|
|
|
4.63
|
%
|
|
4.63
|
%
|
|
August 15, 2020 – September 15, 2020
|
|
5.3
|
|
2,686
|
|
|
4.63
|
%
|
|
4.63
|
%
|
|
September 15, 2020
|
|
5.4
|
|
5,000
|
|
|
4.75
|
%
|
|
4.75
|
%
|
|
August 15, 2019
|
|
5.5
|
|
109,808
|
|
|
4.25%–5.00%
|
|
|
4.65
|
%
|
|
February 15, 2019 – November 15, 2020
|
|
6
|
|
2,197
|
|
|
3.38
|
%
|
|
3.38
|
%
|
|
April 15, 2021 – May 15, 2021
|
|
6.5
|
|
40,867
|
|
|
5.10%–5.50%
|
|
|
5.24
|
%
|
|
February 15, 2020 – May 15, 2022
|
|
7
|
|
192,076
|
|
|
4.00%–6.55%
|
|
|
5.13
|
%
|
|
June 15, 2019 – December 15, 2022
|
|
7.5
|
|
1,996
|
|
|
5.75
|
%
|
|
5.75
|
%
|
|
February 15, 2021
|
|
10
|
|
37,533
|
|
|
3.62%–7.00%
|
|
|
6.11
|
%
|
|
March 15, 2022 – December 15, 2025
|
|
12
|
|
2,978
|
|
|
6.00
|
%
|
|
6.00
|
%
|
|
November 15, 2025 – December 15, 2025
|
|
15
|
|
17,325
|
|
|
5.25%–6.00%
|
|
|
5.36
|
%
|
|
May 15, 2028 – November 15, 2028
|
|
18
|
|
22,303
|
|
|
4.13%–6.25%
|
|
|
5.53
|
%
|
|
December 15, 2030 – August 15, 2031
|
|
20
|
|
4,462
|
|
|
5.63%–6.00%
|
|
|
5.89
|
%
|
|
November 15, 2032 – October 15, 2033
|
|
25
|
|
35,110
|
|
|
6.25%–6.50%
|
|
|
6.39
|
%
|
|
August 15, 2038 – May 15, 2039
|
|
30
|
|
116,327
|
|
|
5.50%–6.75%
|
|
|
6.23
|
%
|
|
November 15, 2042 – October 15, 2043
|
|
|
|
$
|
908,808
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2017
|
|
June 30, 2016
|
||||
Net assets
|
|
$
|
3,354,952
|
|
|
$
|
3,435,917
|
|
Shares of common stock issued and outstanding
|
|
360,076,933
|
|
|
357,107,231
|
|
||
Net asset value per share
|
|
$
|
9.32
|
|
|
$
|
9.62
|
|
|
Year Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Interest income
|
$
|
668,717
|
|
|
$
|
731,618
|
|
|
$
|
748,974
|
|
Dividend income
|
5,679
|
|
|
26,501
|
|
|
7,663
|
|
|||
Other income
|
26,650
|
|
|
33,854
|
|
|
34,447
|
|
|||
Total investment income
|
$
|
701,046
|
|
|
$
|
791,973
|
|
|
$
|
791,084
|
|
|
|
|
|
|
|
||||||
Average debt principal of performing investments
|
$
|
5,706,090
|
|
|
$
|
6,013,754
|
|
|
$
|
6,183,163
|
|
Weighted average interest rate earned on performing assets
|
11.72
|
%
|
|
12.17
|
%
|
|
12.11
|
%
|
|
Year Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Interest on borrowings
|
$
|
142,819
|
|
|
$
|
146,659
|
|
|
$
|
149,312
|
|
Amortization of deferred financing costs
|
13,013
|
|
|
13,561
|
|
|
14,266
|
|
|||
Accretion of discount on Public Notes
|
269
|
|
|
200
|
|
|
213
|
|
|||
Facility commitment fees
|
8,747
|
|
|
7,299
|
|
|
6,869
|
|
|||
Total interest and credit facility expenses
|
$
|
164,848
|
|
|
$
|
167,719
|
|
|
$
|
170,660
|
|
|
|
|
|
|
|
||||||
Average principal debt outstanding
|
$
|
2,683,254
|
|
|
$
|
2,807,125
|
|
|
$
|
2,830,727
|
|
Weighted average stated interest rate on borrowings(1)
|
5.32
|
%
|
|
5.22
|
%
|
|
5.27
|
%
|
|||
Weighted average interest rate on borrowings(2)
|
6.14
|
%
|
|
5.97
|
%
|
|
6.03
|
%
|
(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.
|
•
|
$0.06 per share for September 2017 to holders of record on September 29, 2017 with a payment date of October 19, 2017.
|
•
|
$0.06 per share for October 2017 to holders of record on October 31, 2017 with a payment date of November 22, 2017.
|
i.
|
fair value of investment securities, other assets and liabilities—at the spot exchange rate on the last business day of the period; and
|
ii.
|
purchases and sales of investment securities, income and expenses—at the rates of exchange prevailing on the respective dates of such investment transactions, income or expenses.
|
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 prepare independent valuations for each investment based on their own independent assessments and issue their report.
|
3.
|
The Audit Committee of our Board of Directors reviews and discusses with the independent valuation firms the valuation reports, and then makes a recommendation to the Board of Directors of the value for each investment.
|
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.
|
(in thousands)
Basis Point Change
|
|
Interest Income
|
|
Interest Expense
|
|
Net Income
|
|
Net Investment Income (1)
|
||||||||
Up 300 basis points
|
|
$
|
99,317
|
|
|
$
|
43
|
|
|
$
|
99,274
|
|
|
$
|
79,419
|
|
Up 200 basis points
|
|
63,596
|
|
|
29
|
|
|
63,567
|
|
|
50,854
|
|
||||
Up 100 basis points
|
|
28,356
|
|
|
14
|
|
|
28,342
|
|
|
22,674
|
|
||||
Down 100 basis points
|
|
(6,522
|
)
|
|
(19
|
)
|
|
(6,503
|
)
|
|
(5,202
|
)
|
(1)
|
Includes the impact of income inc
entive fees. See Note 13 in the accompanying
Consolidated Financial Statements
for more information on income incentive fees.
|
•
|
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.
|
•
|
$0.08333 per share for July 2017 to holders of record on July 31, 2017 with a payment date of August 24, 2017;
|
•
|
$0.08333 per share for August 2017 to holders of record on August 31, 2017 with a payment date of September 21, 2017;
|
•
|
$0.06 per share for September 2017 to holders of record on September 29, 2017 with a payment date of October 19, 2017; and
|
•
|
$0.06 per share for October 2017 to holders of record on October 31, 2017 with a payment date of November 22, 2017.
|
Credit Facility
|
|
Total Amount
Outstanding(1) |
|
Asset
Coverage per Unit(2) |
|
Involuntary
Liquidating Preference per Unit(3) |
|
Average
Market Value per Unit(4) |
|||||||
Fiscal 2017 (as of June 30, 2017)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
Fiscal 2016 (as of June 30, 2016)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
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
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||
2015 Notes(5)
|
|
|
|
|
|
|
|
|
|||||||
Fiscal 2016 (as of June 30, 2016)
|
|
$
|
—
|
|
|
N/A
|
|
|
—
|
|
|
—
|
|
||
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(6)
|
|
|
|
|
|
|
|
|
|||||||
Fiscal 2017 (as of June 30, 2017)
|
|
$
|
—
|
|
|
N/A
|
|
|
—
|
|
|
—
|
|
||
Fiscal 2016 (as of June 30, 2016)
|
|
167,500
|
|
|
36,677
|
|
|
—
|
|
|
—
|
|
|||
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 2017 (as of June 30, 2017)
|
|
$
|
50,734
|
|
|
$
|
118,981
|
|
|
—
|
|
|
—
|
|
|
Fiscal 2016 (as of June 30, 2016)
|
|
129,500
|
|
|
47,439
|
|
|
—
|
|
|
—
|
|
|||
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 2017 (as of June 30, 2017)
|
|
$
|
85,419
|
|
|
$
|
70,668
|
|
|
—
|
|
|
—
|
|
|
Fiscal 2016 (as of June 30, 2016)
|
|
200,000
|
|
|
30,717
|
|
|
—
|
|
|
—
|
|
|||
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
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
Total Amount
Outstanding(1) |
|
Asset
Coverage per Unit(2) |
|
Involuntary
Liquidating Preference per Unit(3) |
|
Average
Market Value per Unit(4) |
|||||||
2019 Notes
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Fiscal 2017 (as of June 30, 2017)
|
|
$
|
200,000
|
|
|
$
|
30,182
|
|
|
—
|
|
|
—
|
|
|
Fiscal 2016 (as of June 30, 2016)
|
|
200,000
|
|
|
30,717
|
|
|
—
|
|
|
—
|
|
|||
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 2017 (as of June 30, 2017)
|
|
$
|
300,000
|
|
|
$
|
20,121
|
|
|
—
|
|
|
—
|
|
|
Fiscal 2016 (as of June 30, 2016)
|
|
300,000
|
|
|
20,478
|
|
|
—
|
|
|
—
|
|
|||
Fiscal 2015 (as of June 30, 2015)
|
|
300,000
|
|
|
22,289
|
|
|
—
|
|
|
—
|
|
|||
Fiscal 2014 (as of June 30, 2014)
|
|
300,000
|
|
|
21,304
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||
2020 Notes
|
|
|
|
|
|
|
|
|
|||||||
Fiscal 2017 (as of June 30, 2017)
|
|
$
|
392,000
|
|
|
$
|
15,399
|
|
|
—
|
|
|
—
|
|
|
Fiscal 2016 (as of June 30, 2016)
|
|
392,000
|
|
|
15,672
|
|
|
—
|
|
|
—
|
|
|||
Fiscal 2015 (as of June 30, 2015)
|
|
392,000
|
|
|
17,058
|
|
|
—
|
|
|
—
|
|
|||
Fiscal 2014 (as of June 30, 2014)
|
|
400,000
|
|
|
15,978
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||
6.95% 2022 Notes(7)
|
|
|
|
|
|
|
|
|
|||||||
Fiscal 2015 (as of June 30, 2015)
|
|
$
|
—
|
|
|
N/A
|
|
|
—
|
|
|
—
|
|
||
Fiscal 2014 (as of June 30, 2014)
|
|
100,000
|
|
|
$
|
63,912
|
|
|
—
|
|
|
$
|
1,038
|
|
|
Fiscal 2013 (as of June 30, 2013)
|
|
100,000
|
|
|
43,395
|
|
|
—
|
|
|
1,036
|
|
|||
Fiscal 2012 (as of June 30, 2012)
|
|
100,000
|
|
|
21,761
|
|
|
—
|
|
|
996
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||
2022 Notes
|
|
|
|
|
|
|
|
|
|||||||
Fiscal 2017 (as of June 30, 2017)
|
|
$
|
225,000
|
|
|
$
|
26,828
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
2023 Notes(8)
|
|
|
|
|
|
|
|
|
|||||||
Fiscal 2017 (as of June 30, 2017)
|
|
$
|
248,507
|
|
|
$
|
24,291
|
|
|
—
|
|
|
—
|
|
|
Fiscal 2016 (as of June 30, 2016)
|
|
248,293
|
|
|
24,742
|
|
|
—
|
|
|
—
|
|
|||
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
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||
2024 Notes
|
|
|
|
|
|
|
|
|
|||||||
Fiscal 2017 (as of June 30, 2017)
|
|
$
|
199,281
|
|
|
$
|
30,291
|
|
|
—
|
|
|
$
|
1,027
|
|
Fiscal 2016 (as of June 30, 2016)
|
|
161,364
|
|
|
38,072
|
|
|
—
|
|
|
951
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Prospect Capital InterNotes®(10)
|
|
|
|
|
|
|
|
|
|||||||
Fiscal 2017 (as of June 30, 2017)
|
|
$
|
980,494
|
|
|
$
|
6,156
|
|
|
—
|
|
|
—
|
|
|
Fiscal 2016 (as of June 30, 2016)
|
|
908,808
|
|
|
6,760
|
|
|
—
|
|
|
—
|
|
|||
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
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
Total Amount
Outstanding(1) |
|
Asset
Coverage per Unit(2) |
|
Involuntary
Liquidating Preference per Unit(3) |
|
Average
Market Value per Unit(4) |
|||||||
All Senior Securities(8)(9)(10)
|
|
|
|
|
|
|
|
|
|||||||
Fiscal 2017 (as of June 30, 2017)
|
|
$
|
2,681,435
|
|
|
$
|
2,251
|
|
|
—
|
|
|
—
|
|
|
Fiscal 2016 (as of June 30, 2016)
|
|
2,707,465
|
|
|
2,269
|
|
|
—
|
|
|
—
|
|
|||
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
|
|
|
—
|
|
|
—
|
|
(1)
|
Total amount of each class of senior securities outstanding at the end of the year/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 6.95% 2022 Notes and the 2024 Notes. The average market value per unit is calculated as an average of quarter-end prices and shown as the market value per $1,000 of indebtedness.
|
(5)
|
We repaid the outstanding principal amount of the 2015 Notes on December 15, 2015.
|
(6)
|
We repaid the outstanding principal amount of the 2016 Notes on August 15, 2016.
|
(7)
|
We redeemed the 6.95% 2022 Notes on May 15, 2015.
|
(8)
|
For all fiscal years ended June 30th, the notes are presented net of unamortized discount.
|
(9)
|
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, which were $22,925 as of June 30, 2017, as Senior Securities for purposes of Section 18 of the 1940 Act, our asset coverage per unit would be $2,241.
|
(10)
|
We have provided notice to call on July 11, 2017 with settlement on August 15, 2017, $41,441 of our Prospect Capital InterNotes® at par maturing between February 15, 2018 and February 15, 2019, with a weighted average rate of 4.83%. We have provided notice to call on August 11, 2017 with settlement on September 15, 2017, $48,539 of our Prospect Capital InterNotes® at par maturing between March 15, 2018 and September 15, 2019, with a weighted average rate of 4.89%. If we were to consider additional issuance and repurchases subsequent to June 30, 2017, our asset coverage per unit would be $2,286, or $2,274 including the effects of unfunded commitments.
|
|
|
|
|
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, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First quarter
|
|
$
|
10.17
|
|
|
$
|
7.99
|
|
|
$
|
6.98
|
|
|
(21.4
|
)%
|
|
(31.4
|
)%
|
|
$
|
0.249990
|
|
|
Second quarter
|
|
9.65
|
|
|
7.63
|
|
|
6.20
|
|
|
(20.9
|
)%
|
|
(35.8
|
)%
|
|
0.249990
|
|
|
||||
Third quarter
|
|
9.61
|
|
|
7.48
|
|
|
5.26
|
|
|
(22.2
|
)%
|
|
(45.3
|
)%
|
|
0.249990
|
|
|
||||
Fourth quarter
|
|
9.62
|
|
|
7.86
|
|
|
7.15
|
|
|
(18.3
|
)%
|
|
(25.7
|
)%
|
|
0.249990
|
|
|
||||
Twelve Months Ending June 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First quarter
|
|
$
|
9.60
|
|
|
$
|
8.65
|
|
|
$
|
7.80
|
|
|
(9.9
|
)%
|
|
(18.8
|
)%
|
|
$
|
0.249990
|
|
|
Second quarter
|
|
9.62
|
|
|
8.50
|
|
|
7.46
|
|
|
(11.6
|
)%
|
|
(22.5
|
)%
|
|
0.249990
|
|
|
||||
Third quarter
|
|
9.43
|
|
|
9.53
|
|
|
8.42
|
|
|
1.1
|
%
|
|
(10.7
|
)%
|
|
0.249990
|
|
|
||||
Fourth quarter
|
|
9.32
|
|
|
9.40
|
|
|
7.95
|
|
|
0.9
|
%
|
|
(14.7
|
)%
|
|
0.249990
|
|
|
||||
Twelve Months Ending June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First quarter (through August 29, 2017)
|
|
(3)(4)
|
|
|
$
|
8.34
|
|
|
$
|
6.86
|
|
|
(4)
|
|
|
(4)
|
|
|
$
|
0.226660
|
|
(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 $9.32 on June 30, 2017. NAV per share as of September 30, 2017, may be higher or lower than $9.32 based on potential changes in valuations, issuances of securities, dividends paid and earnings for the quarters then ended.
|
(4)
|
NAV has not yet been finally determined for any day after June 30, 2017.
|
(5)
|
On May 9, 2017, Prospect announced the declaration of monthly dividends in the following amounts and with the following dates:
|
•
|
$0.08333 per share for July 2017 (record date of July 31, 2017 and payment date of August 24, 2017); and
|
•
|
$0.08333 per share for August 2017 (record date of August 31, 2017 and payment date of September 21, 2017).
|
•
|
$0.06 per share for September 2017 (record date of September 29, 2017 and payment date of October 19, 2017); and
|
•
|
$0.06 per share for October 2017 (record date of October 31, 2017 and payment date of November 22, 2017).
|
Title of Class
|
|
Amount Authorized
|
|
Amount Held by Registrant or for its Account
|
|
Amount Outstanding
|
|||
Common Stock
|
|
1,000,000,000
|
|
|
—
|
|
|
360,221,762
|
|
|
2017 Notes
|
|
|
2018 Notes
|
|
|
2019 Notes
|
|
|
2020 Notes
|
|
|
2022 Notes
|
|
|||||
Initial conversion rate(1)
|
85.8442
|
|
|
82.3451
|
|
|
79.7766
|
|
|
80.6647
|
|
|
100.2305
|
|
|||||
Initial conversion price
|
$
|
11.65
|
|
|
$
|
12.14
|
|
|
$
|
12.54
|
|
|
$
|
12.40
|
|
|
$
|
9.98
|
|
Conversion rate at June 30, 2017(1)(2)
|
87.7516
|
|
|
84.1497
|
|
|
79.8360
|
|
|
80.6670
|
|
|
100.2305
|
|
|||||
Conversion price at June 30, 2017(2)(3)
|
$
|
11.40
|
|
|
$
|
11.88
|
|
|
$
|
12.53
|
|
|
$
|
12.40
|
|
|
$
|
9.98
|
|
Last conversion price calculation date
|
4/16/2017
|
|
|
8/14/2016
|
|
|
12/21/2016
|
|
|
4/11/2017
|
|
|
4/11/2017
|
|
|||||
Dividend threshold amount (per share)(4)
|
$
|
0.101500
|
|
|
$
|
0.101600
|
|
|
$
|
0.110025
|
|
|
$
|
0.110525
|
|
|
$
|
0.083330
|
|
(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 will increase only if the current monthly dividends (per share) exceed the dividend threshold amount (per share).
|
(4)
|
The conversion rate is increased if monthly cash dividends paid to common shares exceed the monthly dividend threshold amount, subject to adjustment. Current dividend rates are at or below the minimum dividend threshold amount for further conversion rate adjustments for all bonds.
|
Tenor at
Origination (in years) |
|
Principal
Amount |
|
Interest Rate
Range |
|
Weighted
Average Interest Rate |
|
Maturity Date Range
|
|||
5
|
|
$
|
138,882
|
|
|
4.75%–5.50%
|
|
5.08
|
%
|
|
July 15, 2021 – June 15, 2022
|
Tenor at
Origination (in years) |
|
Principal
Amount |
|
Interest Rate
Range |
|
Weighted
Average Interest Rate |
|
Maturity Date Range
|
|||
5
|
|
$
|
51,503
|
|
|
4.63%–6.00%
|
|
5.12
|
%
|
|
July 15, 2020 – June 15, 2021
|
6.5
|
|
35,155
|
|
|
5.10%–5.25%
|
|
5.25
|
%
|
|
January 15, 2022 – May 15, 2022
|
|
7
|
|
990
|
|
|
5.63%–6.00%
|
|
5.77
|
%
|
|
November 15, 2022 – December 15, 2022
|
|
10
|
|
787
|
|
|
5.13%–6.00%
|
|
5.33
|
%
|
|
November 15, 2025 – December 15, 2025
|
|
|
|
$
|
88,435
|
|
|
|
|
|
|
|
Tenor at
Origination (in years) |
|
Principal
Amount |
|
Interest Rate
Range |
|
Weighted
Average Interest Rate |
|
Maturity Date Range
|
|||
4
|
|
$
|
39,038
|
|
|
3.75%–4.00%
|
|
3.92
|
%
|
|
November 15, 2017 – May 15, 2018
|
5
|
|
354,805
|
|
|
4.25%–5.50%
|
|
5.00
|
%
|
|
July 15, 2018 – June 15, 2022
|
|
5.2
|
|
4,440
|
|
|
4.63%
|
|
4.63
|
%
|
|
August 15, 2020 – September 15, 2020
|
|
5.3
|
|
2,686
|
|
|
4.63%
|
|
4.63
|
%
|
|
September 15, 2020
|
|
5.4
|
|
5,000
|
|
|
4.75%
|
|
4.75
|
%
|
|
August 15, 2019
|
|
5.5
|
|
109,068
|
|
|
4.25%–5.00%
|
|
4.67
|
%
|
|
February 15, 2019 – November 15, 2020
|
|
6
|
|
2,182
|
|
|
4.88%
|
|
4.88
|
%
|
|
April 15, 2021 – May 15, 2021
|
|
6.5
|
|
40,702
|
|
|
5.10%–5.50%
|
|
5.24
|
%
|
|
February 15, 2020 – May 15, 2022
|
|
7
|
|
191,356
|
|
|
4.00%–6.55%
|
|
5.38
|
%
|
|
June 15, 2019 – December 15, 2022
|
|
7.5
|
|
1,996
|
|
|
5.75%
|
|
5.75
|
%
|
|
February 15, 2021
|
|
10
|
|
37,509
|
|
|
4.27%–7.00%
|
|
6.20
|
%
|
|
March 15, 2022 – December 15, 2025
|
|
12
|
|
2,978
|
|
|
6.00%
|
|
6.00
|
%
|
|
November 15, 2025 – December 15, 2025
|
|
15
|
|
17,245
|
|
|
5.25%–6.00%
|
|
5.36
|
%
|
|
May 15, 2028 – November 15, 2028
|
|
18
|
|
21,532
|
|
|
4.13%–6.25%
|
|
5.47
|
%
|
|
December 15, 2030 – August 15, 2031
|
|
20
|
|
4,248
|
|
|
5.63%–6.00%
|
|
5.84
|
%
|
|
November 15, 2032 – October 15, 2033
|
|
25
|
|
34,218
|
|
|
6.25%–6.50%
|
|
6.39
|
%
|
|
August 15, 2038 – May 15, 2039
|
|
30
|
|
111,491
|
|
|
5.50%–6.75%
|
|
6.22
|
%
|
|
November 15, 2042 – October 15, 2043
|
|
|
|
$
|
980,494
|
|
|
|
|
|
|
|
|
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
|
|
259,191
|
|
|
4.25%–5.75%
|
|
|
4.95
|
%
|
|
July 15, 2018 – June 15, 2021
|
|
5.2
|
|
4,440
|
|
|
4.63
|
%
|
|
4.63
|
%
|
|
August 15, 2020 – September 15, 2020
|
|
5.3
|
|
2,686
|
|
|
4.63
|
%
|
|
4.63
|
%
|
|
September 15, 2020
|
|
5.4
|
|
5,000
|
|
|
4.75
|
%
|
|
4.75
|
%
|
|
August 15, 2019
|
|
5.5
|
|
109,808
|
|
|
4.25%–5.00%
|
|
|
4.65
|
%
|
|
February 15, 2019 – November 15, 2020
|
|
6
|
|
2,197
|
|
|
3.38
|
%
|
|
3.38
|
%
|
|
April 15, 2021 – May 15, 2021
|
|
6.5
|
|
40,867
|
|
|
5.10%–5.50%
|
|
|
5.24
|
%
|
|
February 15, 2020 – May 15, 2022
|
|
7
|
|
192,076
|
|
|
4.00%–6.55%
|
|
|
5.13
|
%
|
|
June 15, 2019 – December 15, 2022
|
|
7.5
|
|
1,996
|
|
|
5.75
|
%
|
|
5.75
|
%
|
|
February 15, 2021
|
|
10
|
|
37,533
|
|
|
3.62%–7.00%
|
|
|
6.11
|
%
|
|
March 15, 2022 – December 15, 2025
|
|
12
|
|
2,978
|
|
|
6.00
|
%
|
|
6.00
|
%
|
|
November 15, 2025 – December 15, 2025
|
|
15
|
|
17,325
|
|
|
5.25%–6.00%
|
|
|
5.36
|
%
|
|
May 15, 2028 – November 15, 2028
|
|
18
|
|
22,303
|
|
|
4.13%–6.25%
|
|
|
5.53
|
%
|
|
December 15, 2030 – August 15, 2031
|
|
20
|
|
4,462
|
|
|
5.63%–6.00%
|
|
|
5.89
|
%
|
|
November 15, 2032 – October 15, 2033
|
|
25
|
|
35,110
|
|
|
6.25%–6.50%
|
|
|
6.39
|
%
|
|
August 15, 2038 – May 15, 2039
|
|
30
|
|
116,327
|
|
|
5.50%–6.75%
|
|
|
6.23
|
%
|
|
November 15, 2042 – October 15, 2043
|
|
|
|
$
|
908,808
|
|
|
|
|
|
|
|
|
|
•
|
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 prepare independent valuations for each investment based on their own independent assessments and issue their report.
|
3.
|
The Audit Committee of our Board of Directors reviews and discusses with the independent valuation firms the valuation reports, and then makes a recommendation to the Board of Directors of the value for each investment.
|
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, 74
|
|
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, 59
|
|
Director
|
|
Class III Director since September 2008; Term expires 2019
|
|
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, 55
|
|
Lead Independent Director
|
|
Class II Director since February 2009; Term expires 2018
|
|
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. Gremp is a Class I director with a term that will expire in 2017, Mr. Eliasek and Mr. Cooper are Class II directors with terms that will expire in 2018, and Mr. Barry and Mr. Stark are Class III directors with terms that will expire in 2019.
|
(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, 65(3)
|
|
Director, Chairman of the Board of Directors, and Chief Executive Officer
|
|
Class III Director since April 2004; Term expires 2019
|
|
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, 44(3)
|
|
Director, Chief Operating Officer
|
|
Class II Director since June 2004; Term expires 2018
|
|
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. Gremp is a Class I director with a term that will expire in 2017, Mr. Eliasek and Mr. Cooper are Class II directors with terms that will expire in 2018, and Mr. Barry and Mr. Stark are Class III directors with terms that will expire in 2019.
|
(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, 56
|
|
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)
|
|
$
|
150,000
|
|
|
None
|
|
$
|
150,000
|
|
William J. Gremp
(4)
|
|
$
|
150,000
|
|
|
None
|
|
$
|
150,000
|
|
Eugene S. Stark
(5)
|
|
$
|
150,000
|
|
|
None
|
|
$
|
150,000
|
|
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)
|
|
$
|
3,392,168
|
|
Quarterly Hurdle Rate
|
|
1.75
|
%
|
|
Current Quarter Hurdle
|
|
$
|
59,363
|
|
125% of the Quarterly Hurdle Rate
|
|
2.1875
|
%
|
|
125% of the Current Quarter Hurdle
|
|
$
|
74,204
|
|
Current Quarter Pre Incentive Fee Net Investment Income
|
|
$
|
87,097
|
|
Incentive Fee—“Catch-Up”
|
|
$
|
14,678
|
|
Incentive Fee—20% in excess of 125% of the Current Quarter Hurdle
|
|
$
|
2,741
|
|
Total Current Quarter Incentive Fee
|
|
$
|
17,419
|
|
(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)
|
Name
|
|
Position
|
|
Length of Service
with Company (Years)
|
|
John F. Barry III
|
|
Chairman and Chief Executive Officer
|
|
13
|
|
M. Grier Eliasek
|
|
President and Chief Operating Officer
|
|
13
|
|
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
|
|
|
|
|
|
John F. Barry III
|
|
24,073,398
|
|
6.7
|
%
|
Other executive officers and directors as a group
|
|
1,344,043
|
|
0.4
|
%
|
(1)
|
Based on a total of 360,221,762 shares of our common stock issued and outstanding as of August 29, 2017.
|
Name of Director or Officer
|
|
Dollar Range of Equity
Securities in the Company(1)
|
Independent Directors
|
|
|
William J. Gremp
|
|
$50,001 - $100,000
|
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
|
|
|
|
|
|
|
|||
Arctic Energy Services, LLC
|
Energy Equipment & Services (Wyoming)
|
Class D Units (32,915 units)
|
|
100
|
%
|
17,370
|
|
|
|
|
|
Class E Units (21,080 units)
|
|
100
|
%
|
—
|
|
|
|
|
|
Class A Units (700 units)
|
|
70
|
%
|
—
|
|
|
|
|
|
Class C Units (10 units)
|
|
100
|
%
|
—
|
|
|
|
CCPI Inc.
|
Electronic Equipment, Instruments & Components (Ohio)
|
Senior Secured Term Loan A (10.00%, due 12/31/2020)
|
First priority lien
|
|
|
2,966
|
|
||
|
|
Senior Secured Term Loan B (12.00% plus 7.00% PIK, due 12/31/2020)
|
First priority lien
|
|
|
18,216
|
|
||
|
|
Common Stock (14,857 shares)
|
|
95
|
%
|
21,870
|
|
|
|
CP Energy Services Inc.
|
Energy Equipment & Services (Oklahoma)
|
Series B Convertible Preferred Stock (1,043 shares)
|
|
100
|
%
|
72,216
|
|
|
|
|
|
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
|
|
|
51,855
|
|
||
|
|
Class A Units (10,640,642 units)(1)
|
|
100
|
%
|
9,881
|
|
|
|
|
|
Net Revenues Interest (25% of Net Revenues)(1)
|
|
25
|
%
|
2,699
|
|
|
|
Echelon Aviation LLC
|
Aerospace & Defense (New York)
|
Senior Secured Term Loan (11.75% (LIBOR + 9.75% with 2.00% LIBOR floor) plus 2.25% PIK, due 3/31/2022)
|
First priority lien
|
|
|
31,005
|
|
||
|
|
Senior Secured Term Loan (11.00% (LIBOR + 9.00% with 2.00% LIBOR floor) plus 1.00% PIK, due 12/7/2024)
|
First priority lien
|
|
|
16,044
|
|
||
|
|
Membership Interest (99%)
|
|
99
|
%
|
24,219
|
|
|
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)
|
||
CURO Financial Technologies Corp.
|
Consumer Finance (Canada)
|
Senior Secured Notes (12.00%, due 3/1/2022)(1)
|
First priority lien
|
|
|
10,000
|
|
||
Digital Room LLC
|
Commercial Services & Supplies (California)
|
Second Lien Term Loan (11.23% (LIBOR + 10.00% with 1.00% LIBOR floor), due 5/21/2023)
|
Second priority lien
|
|
|
33,389
|
|
||
Dunn Paper, Inc.
|
Paper & Forest Products (Georgia)
|
Second Lien Term Loan (9.98% (LIBOR + 8.75% with 1.00% LIBOR floor), due 8/26/2023)
|
Second priority lien
|
|
|
11,500
|
|
||
Easy Gardener Products, Inc.
|
Household Durables(Texas)
|
Senior Secured Term Loan (11.30% (LIBOR + 10.00% with .25% LIBOR floor), due 9/30/2020)
|
First priority lien
|
|
|
17,066
|
|
||
EZShield Parent, Inc.
|
Internet Software & Services (Maryland)
|
Senior Secured Term Loan A (7.98% (LIBOR + 6.75% with 1.00% LIBOR floor), due 2/26/2021)
|
First priority lien
|
|
|
14,963
|
|
||
|
|
Senior Secured Term Loan B (12.98% (LIBOR + 11.75% with 1.00% LIBOR floor), due 2/26/2021)
|
First priority lien
|
|
|
15,000
|
|
||
Fleetwash, Inc.
|
Commercial Services & Supplies (New Jersey)
|
Senior Secured Term Loan B (10.30% (LIBOR + 9.00% with 1.00% LIBOR floor), due 4/30/2022)
|
First priority lien
|
|
|
21,544
|
|
||
|
|
Delayed Draw Term Loan – $15,000 Commitment (9.80% (LIBOR + 8.50% with 1.00% LIBOR floor), expires 4/30/2022)
|
First priority lien
|
|
|
—
|
|
||
Galaxy XV CLO, Ltd.
|
Structured Finance (Cayman Islands)
|
Subordinated Notes (Residual Interest, current yield 12.14%, due 4/15/2025)(1)
|
|
|
33,794
|
|
|
||
Galaxy XVI CLO, Ltd.
|
Structured Finance (Cayman Islands)
|
Subordinated Notes (Residual Interest, current yield 11.71%, due 11/16/2025)(1)
|
|
|
16,611
|
|
|
||
Galaxy XVII CLO, Ltd.
|
Structured Finance (Cayman Islands)
|
Subordinated Notes (Residual Interest, current yield 10.14%, due 7/15/2026)(1)
|
|
|
26,833
|
|
|
||
Global Employment Solutions, Inc.
|
Professional Services (Colorado)
|
Senior Secured Term Loan (10.48% (LIBOR + 9.25% with 1.00% LIBOR floor), due 6/26/2020)
|
First priority lien
|
|
|
48,131
|
|
||
Halcyon Loan Advisors Funding 2012-1 Ltd.
|
Structured Finance (Cayman Islands)
|
Subordinated Notes (Residual Interest, current yield 0.00%, due 8/15/2023)(1)
|
|
|
5,086
|
|
|
||
Halcyon Loan Advisors Funding 2013-1 Ltd.
|
Structured Finance (Cayman Islands)
|
Subordinated Notes (Residual Interest, current yield 5.76%, due 4/15/2025)(1)
|
|
|
23,937
|
|
|
||
Halcyon Loan Advisors Funding 2014-1 Ltd.
|
Structured Finance (Cayman Islands)
|
Subordinated Notes (Residual Interest, current yield 9.70%, due 4/18/2026)(1)
|
|
|
15,984
|
|
|
||
Halcyon Loan Advisors Funding 2014-2 Ltd.
|
Structured Finance (Cayman Islands)
|
Subordinated Notes (Residual Interest, current yield 14.39%, due 4/28/2025)(1)
|
|
|
27,869
|
|
|
||
Halcyon Loan Advisors Funding 2015-3 Ltd.
|
Structured Finance (Cayman Islands)
|
Subordinated Notes (Residual Interest, current yield 15.09%, due 10/18/2027)(1)
|
|
|
34,938
|
|
|
||
Harbortouch Payments, LLC
|
Commercial Services & Supplies (Pennsylvania)
|
Escrow Receivable
|
|
|
864
|
|
|
||
HarbourView CLO VII, Ltd.
|
Structured Finance (Cayman Islands)
|
Subordinated Notes (Residual Interest, current yield 19.25%, due 11/18/2026)(1)
|
|
|
14,047
|
|
|
||
Harley Marine Services, Inc.
|
Marine (Washington)
|
Second Lien Term Loan (10.50% (LIBOR + 9.25% with 1.25% LIBOR floor), due 12/20/2019)
|
Second priority lien
|
|
|
8,800
|
|
||
Inpatient Care Management Company LLC
|
Health Care Providers & Services (Florida)
|
Senior Secured Term Loan (10.30% (LIBOR + 9.00% with 1.00% LIBOR floor), due 6/8/2021
|
First priority lien
|
|
|
25,467
|
|
(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 stockholders who do not purchase any shares of common stock in the offering;
|
•
|
existing stockholders 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 stockholders by purchasing shares of common stock in the offering.
|
|
Prior to
Sale |
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 |
||||||||||||||||||
|
Below
NAV |
Following
Sale |
%
Change |
Following
Sale |
%
Change |
Following
Sale |
%
Change |
Following
Sale |
%
Change |
||||||||||||||
Offering Price
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Price per Share to Public
|
|
|
$9.24
|
|
|
|
$8.75
|
|
|
|
$7.29
|
|
|
—
|
|
|
|||||||
Net Proceeds per Share to Issuer
|
|
|
$8.85
|
|
|
|
$8.39
|
|
|
|
$6.99
|
|
|
—
|
|
|
|||||||
Decrease to NAV
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total Shares Outstanding
|
360,250,000
|
|
378,262,500
|
|
5.00
|
%
|
396,275,000
|
|
10.00
|
%
|
450,312,500
|
|
25.00
|
%
|
450,312,500
|
|
25.00
|
%
|
|||||
NAV per Share
|
|
$9.32
|
|
|
$9.30
|
|
(0.24
|
)%
|
|
$9.24
|
|
(0.91
|
)%
|
|
$8.85
|
|
(5.00
|
)%
|
7.46
|
|
(20.00
|
)%
|
|
Dilution to Stockholder
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Shares Held by Stockholder A
|
360,250
|
|
360,250
|
|
—
|
|
360,250
|
|
—
|
|
360,250
|
|
—
|
|
360,250
|
|
—
|
|
|||||
Percentage Held by Stockholder A
|
0.10
|
%
|
0.10
|
%
|
(4.76
|
)%
|
0.09
|
%
|
(9.09
|
)%
|
0.08
|
%
|
(20.00
|
)%
|
0.08
|
%
|
(20.00
|
)%
|
|||||
Total Asset Values
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total NAV Held by Stockholder A
|
|
$3,357,530
|
|
|
$3,349,536
|
|
(0.24
|
)%
|
|
$3,327,007
|
|
(0.91
|
)%
|
|
$3,189,654
|
|
(5.00
|
)%
|
|
$2,686,024
|
|
(20.00
|
)%
|
Total Investment by Stockholder A (Assumed to be $9.32 per Share on Shares Held Prior to Sale)
|
|
|
$3,357,530
|
|
|
|
$3,357,530
|
|
|
|
$3,357,530
|
|
|
|
$3,357,530
|
|
|
||||||
Total Dilution to Stockholder A (Total NAV Less Total Investment)
|
|
$(7,994)
|
|
$(30,523)
|
|
$(167,876)
|
|
$(671,506)
|
|
||||||||||||||
Per Share Amounts
|
|
|
|
|
|
|
|
|
|
||||||||||||||
NAV per Share Held by Stockholder A
|
|
|
$9.30
|
|
|
|
$9.24
|
|
|
|
$8.85
|
|
|
|
$7.46
|
|
|
||||||
Investment per Share Held by Stockholder A (Assumed to be $9.32 per Share on Shares Held Prior to Sale)
|
|
$9.32
|
|
|
$9.32
|
|
|
|
$9.32
|
|
|
|
$9.32
|
|
|
|
$9.32
|
|
|
||||
Dilution per Share Held by Stockholder A (NAV per Share Less Investment per Share)
|
|
$(0.02)
|
|
$(0.08)
|
|
$(0.47)
|
|
$(1.86)
|
|
||||||||||||||
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
|
|
|
$7.29
|
|
|
|
$7.29
|
|
|
||||
Net Proceeds per Share to Issuer
|
|
|
$6.99
|
|
|
|
$6.99
|
|
|
||||
Decrease to NAV
|
|
|
|
|
|
||||||||
Total Shares Outstanding
|
360,250,000
|
|
450,312,500
|
|
25.00
|
%
|
450,312,500
|
|
25.00
|
%
|
|||
NAV per Share
|
|
$9.32
|
|
|
$8.85
|
|
(5.00
|
)%
|
|
$8.85
|
|
(5.00
|
)%
|
Dilution to Nonparticipating Stockholder
|
|
|
|
|
|
||||||||
Shares Held by Stockholder A
|
360,250
|
|
405,281
|
|
12.50
|
%
|
495,344
|
|
37.50
|
%
|
|||
Percentage Held by Stockholder A
|
0.10
|
%
|
0.09
|
%
|
(10.00
|
)%
|
0.11
|
%
|
10.00
|
%
|
|||
Total NAV Held by Stockholder A
|
|
$9.32
|
|
|
$3,588,360
|
|
6.87
|
%
|
|
$4,385,774
|
|
30.63
|
%
|
Total Investment by Stockholder A (Assumed to be $9.32 per Share) on Shares Held Prior to Sale
|
|
|
$3,685,596
|
|
|
|
$4,341,728
|
|
|
||||
Total Dilution to Stockholder A (Total NAV Less Total Investment)
|
|
$(97,236)
|
|
|
$44,046
|
|
|
||||||
NAV per Share Held by Stockholder A after offering
|
|
|
$8.85
|
|
|
|
$8.85
|
|
|
||||
Investment per Share Held by Stockholder A (Assumed to be $9.32 per Share on Shares Held Prior to Sale)
|
|
|
$9.09
|
|
|
|
$8.77
|
|
|
||||
Dilution per Share Held by Stockholder A (NAV per Share Less
Investment per Share) |
|
$(0.24)
|
|
|
$0.08
|
|
|
||||||
Percentage Dilution to Stockholder A (Dilution per Share Divided by Investment per Share)
|
|
|
(2.64
|
)%
|
|
1.01
|
%
|
|
|
|
|
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
|
|
|
|
|
$
|
9.24
|
|
|
|
|
|
|
$8.75
|
|
|
|
|
|
|
$7.29
|
|
|
|
|
|
Net Proceeds per Share to Issuer
|
|
|
|
|
$
|
8.85
|
|
|
|
|
|
|
$8.39
|
|
|
|
|
|
|
$6.99
|
|
|
|
|
|
Decrease to NAV
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total Shares Outstanding
|
|
360,250,000
|
|
|
378,262,500
|
|
|
5.00
|
%
|
|
396,275,000
|
|
|
10.00
|
%
|
|
450,312,500
|
|
|
25.00
|
%
|
||||
NAV per Share
|
|
$
|
9.32
|
|
|
$
|
9.30
|
|
|
(0.24
|
)%
|
|
$
|
9.24
|
|
|
(0.91
|
)%
|
|
$
|
8.85
|
|
|
(5.00
|
)%
|
Dilution to Participating Stockholder
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Shares Held by Stockholder A
|
|
—
|
|
|
18,013
|
|
|
|
|
|
36,025
|
|
|
|
|
|
90,063
|
|
|
|
|
||||
Percentage Held by Stockholder A
|
|
—
|
%
|
|
—
|
%
|
|
|
|
|
0.01
|
%
|
|
|
|
|
0.02
|
%
|
|
|
|
||||
Total NAV Held by Stockholder A
|
|
$
|
—
|
|
|
$
|
167,477
|
|
|
|
|
|
$
|
332,701
|
|
|
|
|
|
$
|
797,413
|
|
|
|
|
Total investment by Stockholder A
|
|
|
|
|
$
|
166,492
|
|
|
|
|
|
$
|
315,133
|
|
|
|
|
|
$
|
656,132
|
|
|
|
|
|
Total Dilution to Stockholder A (Total NAV Less Total Investment)
|
|
|
|
|
$
|
985
|
|
|
|
|
|
$
|
17,568
|
|
|
|
|
|
$
|
141,281
|
|
|
|
|
|
NAV per Share Held by Stockholder A
|
|
|
|
|
$
|
9.30
|
|
|
|
|
|
$
|
9.24
|
|
|
|
|
|
$
|
8.85
|
|
|
|
|
|
Investment per Share Held by Stockholder A
|
|
|
|
|
$
|
9.24
|
|
|
|
|
|
$
|
8.75
|
|
|
|
|
|
$
|
7.29
|
|
|
|
|
|
Dilution per Share Held by Stockholder A (NAV per Share Less Investment per Share)
|
|
|
|
|
$
|
0.06
|
|
|
|
|
|
$
|
0.49
|
|
|
|
|
|
$
|
1.56
|
|
|
|
|
|
Percentage Dilution to Stockholder A (Dilution per Share Divided by Investment per Share)
|
|
|
|
|
|
|
|
0.59
|
%
|
|
|
|
|
5.57
|
%
|
|
|
|
|
21.53
|
%
|
•
|
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
|
•
|
if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for that global security, and we do not appoint another institution to act as depositary within 60 days,
|
•
|
if we notify the trustee that we wish to terminate that global security, or
|
•
|
if an event of default has occurred with regard to the debt securities represented by that global security and has not been cured or waived; we discuss defaults later under “Events of Default.”
|
•
|
We do not pay the principal of, or any premium on, a debt security of the series on its due date.
|
•
|
We do not pay interest on a debt security of the series within 30 days of its due date.
|
•
|
We do not deposit any sinking fund payment in respect of debt securities of the series on its due date.
|
•
|
We remain in breach of a covenant in respect of debt securities of the series for 90 days after we receive a written notice of default stating we are in breach. The notice must be sent by either the trustee or holders of at least 25% of the principal amount of debt securities of the series.
|
•
|
We file for bankruptcy or certain other events of bankruptcy, insolvency or reorganization occur.
|
•
|
Any other Event of Default in respect of debt securities of the series described in the prospectus supplement occurs.
|
•
|
You must give your trustee written notice that an Event of Default has occurred and remains uncured.
|
•
|
The holders of at least 25% in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take action because of the default and must offer reasonable indemnity to the trustee against the cost and other liabilities of taking that action.
|
•
|
The trustee must not have taken action for 60 days after receipt of the above notice and offer of indemnity.
|
•
|
The holders of a majority in principal amount of the debt securities must not have given the trustee a direction inconsistent with the above notice during that 60-day period.
|
•
|
the payment of principal, any premium or interest or
|
•
|
in respect of a covenant that cannot be modified or amended without the consent of each holder.
|
•
|
Where we merge out of existence or sell our assets, the resulting entity must agree to be legally responsible for our obligations under the debt securities.
|
•
|
The merger or sale of assets must not cause a default on the debt securities and we must not already be in default (unless the merger or sale would cure the default). For purposes of this no-default test, a default would include an Event of Default that has occurred and has not been cured, as described under “Events of Default” above. A default for this purpose would also include any event that would be an Event of Default if the requirements for giving us a notice of default or our default having to exist for a specific period of time were disregarded.
|
•
|
Under the indenture, no merger or sale of assets may be made if as a result any of our property or assets or any property or assets of one of our subsidiaries, if any, would become subject to any mortgage, lien or other encumbrance unless either (i) the mortgage, lien or other encumbrance could be created pursuant to the limitation on liens covenant in the indenture (see “Indenture Provisions—Limitation on Liens” below) without equally and ratably securing the indenture securities or (ii) the indenture securities are secured equally and ratably with or prior to the debt secured by the mortgage, lien or other encumbrance.
|
•
|
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 policies and procedures;
|
•
|
copies of all proxy statements;
|
•
|
records of all votes cast by Prospect Capital Management;
|
•
|
copies of all documents created by Prospect Capital Management that were material to making a decision how to vote proxies or that memorializes the basis for that decision; and
|
•
|
copies of all written client requests for information with regard to how Prospect Capital Management voted proxies on behalf of the client as well as any written responses provided.
|
•
|
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.
|
Prospect Capital Corporation Financial Statements
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
/s/ BDO USA, LLP
|
BDO USA, LLP
|
New York, New York
|
August 28, 2017
|
|
June 30, 2017
|
|
June 30, 2016
|
||||
|
|
||||||
Assets
|
|
|
|
|
|||
Investments at fair value:
|
|
|
|
|
|
||
Control investments (amortized cost of $1,840,731 and $1,768,220, respectively)
|
$
|
1,911,775
|
|
|
$
|
1,752,449
|
|
Affiliate investments (amortized cost of $22,957 and $10,758, respectively)
|
11,429
|
|
|
11,320
|
|
||
Non-control/non-affiliate investments (amortized cost of $4,117,868 and $4,312,122, respectively)
|
3,915,101
|
|
|
4,133,939
|
|
||
Total investments at fair value (amortized cost of $5,981,556 and $6,091,100, respectively)
|
5,838,305
|
|
|
5,897,708
|
|
||
Cash
|
318,083
|
|
|
317,798
|
|
||
Receivables for:
|
|
|
|
||||
Interest, net
|
9,559
|
|
|
12,127
|
|
||
Other
|
924
|
|
|
168
|
|
||
Prepaid expenses
|
1,125
|
|
|
855
|
|
||
Due from Affiliate
|
14
|
|
|
—
|
|
||
Deferred financing costs on Revolving Credit Facility (Note 4)
|
4,779
|
|
|
7,525
|
|
||
Total Assets
|
6,172,789
|
|
|
6,236,181
|
|
||
|
|
|
|
||||
Liabilities
|
|
|
|
|
|
||
Revolving Credit Facility (Notes 4 and 8)
|
—
|
|
|
—
|
|
||
Prospect Capital InterNotes® (Notes 7 and 8)
|
966,254
|
|
|
893,210
|
|
||
Convertible Notes (Notes 5 and 8)
|
937,641
|
|
|
1,074,361
|
|
||
Public Notes (Notes 6 and 8)
|
738,300
|
|
|
699,368
|
|
||
Due to Prospect Capital Management (Note 13)
|
48,249
|
|
|
54,149
|
|
||
Interest payable
|
38,630
|
|
|
40,804
|
|
||
Dividends payable
|
30,005
|
|
|
29,758
|
|
||
Due to Prospect Administration (Note 13)
|
1,910
|
|
|
1,765
|
|
||
Accrued expenses
|
4,380
|
|
|
2,259
|
|
||
Other liabilities
|
2,097
|
|
|
3,633
|
|
||
Due to broker
|
50,371
|
|
|
957
|
|
||
Total Liabilities
|
2,817,837
|
|
|
2,800,264
|
|
||
Commitments and Contingencies (Note 3)
|
—
|
|
|
—
|
|
||
Net Assets
|
$
|
3,354,952
|
|
|
$
|
3,435,917
|
|
|
|
|
|
||||
Components of Net Assets
|
|
|
|
|
|
||
Common stock, par value $0.001 per share (1,000,000,000 common shares authorized; 360,076,933 and 357,107,231 issued and outstanding, respectively) (Note 9)
|
$
|
360
|
|
|
$
|
357
|
|
Paid-in capital in excess of par (Note 9)
|
3,991,317
|
|
|
3,967,397
|
|
||
Accumulated overdistributed net investment income
|
(54,039
|
)
|
|
(3,623
|
)
|
||
Accumulated net realized loss
|
(439,435
|
)
|
|
(334,822
|
)
|
||
Net unrealized loss
|
(143,251
|
)
|
|
(193,392
|
)
|
||
Net Assets
|
$
|
3,354,952
|
|
|
$
|
3,435,917
|
|
|
|
|
|
||||
Net Asset Value Per Share (Note 16)
|
$
|
9.32
|
|
|
$
|
9.62
|
|
|
Year Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Investment Income
|
|
|
|
|
|
||||||
Interest income:
|
|
|
|
|
|
||||||
Control investments
|
$
|
177,496
|
|
|
$
|
207,377
|
|
|
$
|
200,409
|
|
Affiliate investments
|
297
|
|
|
896
|
|
|
3,799
|
|
|||
Non-control/non-affiliate investments
|
342,696
|
|
|
347,132
|
|
|
385,710
|
|
|||
Structured credit securities
|
148,228
|
|
|
176,213
|
|
|
159,056
|
|
|||
Total interest income
|
668,717
|
|
|
731,618
|
|
|
748,974
|
|
|||
Dividend income:
|
|
|
|
|
|
||||||
Control investments
|
5,250
|
|
|
26,435
|
|
|
6,811
|
|
|||
Affiliate investments
|
—
|
|
|
—
|
|
|
778
|
|
|||
Non-control/non-affiliate investments
|
429
|
|
|
66
|
|
|
74
|
|
|||
Total dividend income
|
5,679
|
|
|
26,501
|
|
|
7,663
|
|
|||
Other income:
|
|
|
|
|
|
||||||
Control investments
|
11,470
|
|
|
22,528
|
|
|
12,975
|
|
|||
Affiliate investments
|
—
|
|
|
—
|
|
|
226
|
|
|||
Non-control/non-affiliate investments
|
15,180
|
|
|
11,326
|
|
|
21,246
|
|
|||
Total other income (Note 10)
|
26,650
|
|
|
33,854
|
|
|
34,447
|
|
|||
Total Investment Income
|
701,046
|
|
|
791,973
|
|
|
791,084
|
|
|||
Operating Expenses
|
|
|
|
|
|
||||||
Base management fee (Note 13)
|
122,874
|
|
|
126,523
|
|
|
134,590
|
|
|||
Income incentive fee (Note 13)
|
76,520
|
|
|
92,782
|
|
|
90,687
|
|
|||
Interest and credit facility expenses
|
164,848
|
|
|
167,719
|
|
|
170,660
|
|
|||
Allocation of overhead from Prospect Administration (Note 13)
|
13,246
|
|
|
12,647
|
|
|
14,977
|
|
|||
Audit, compliance and tax related fees
|
5,088
|
|
|
4,428
|
|
|
3,772
|
|
|||
Directors’ fees
|
454
|
|
|
379
|
|
|
379
|
|
|||
Excise Tax
|
(1,100
|
)
|
|
2,295
|
|
|
2,505
|
|
|||
Other general and administrative expenses
|
13,034
|
|
|
14,072
|
|
|
10,767
|
|
|||
Total Operating Expenses
|
394,964
|
|
|
420,845
|
|
|
428,337
|
|
|||
Net Investment Income
|
306,082
|
|
|
371,128
|
|
|
362,747
|
|
|||
Net Realized and Change in Unrealized Gains (Losses) from Investments
|
|
|
|
|
|
||||||
Net realized gains (losses)
|
|
|
|
|
|
||||||
Control investments
|
(65,915
|
)
|
|
(5,406
|
)
|
|
(80,640
|
)
|
|||
Affiliate investments
|
137
|
|
|
(14,194
|
)
|
|
—
|
|
|||
Non-control/non-affiliate investments
|
(30,528
|
)
|
|
(4,817
|
)
|
|
(99,783
|
)
|
|||
Net realized losses
|
(96,306
|
)
|
|
(24,417
|
)
|
|
(180,423
|
)
|
|||
Net change in unrealized gains (losses)
|
|
|
|
|
|
||||||
Control investments
|
86,817
|
|
|
(88,751
|
)
|
|
158,346
|
|
|||
Affiliate investments
|
553
|
|
|
(233
|
)
|
|
503
|
|
|||
Non-control/non-affiliate investments
|
(37,229
|
)
|
|
(154,589
|
)
|
|
9,116
|
|
|||
Net change in unrealized gains (losses)
|
50,141
|
|
|
(243,573
|
)
|
|
167,965
|
|
|||
Net Realized and Change in Unrealized Losses from Investments
|
(46,165
|
)
|
|
(267,990
|
)
|
|
(12,458
|
)
|
|||
Net realized (losses) gains on extinguishment of debt
|
(7,011
|
)
|
|
224
|
|
|
(3,950
|
)
|
|||
Net Increase in Net Assets Resulting from Operations
|
$
|
252,906
|
|
|
$
|
103,362
|
|
|
$
|
346,339
|
|
Net increase in net assets resulting from operations per share
|
$
|
0.70
|
|
|
$
|
0.29
|
|
|
$
|
0.98
|
|
Dividends declared per share
|
$
|
(1.00
|
)
|
|
$
|
(1.00
|
)
|
|
$
|
(1.19
|
)
|
|
Year Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Operations
|
|
|
|
|
|
|
|
||||
Net investment income
|
$
|
306,082
|
|
|
$
|
371,128
|
|
|
$
|
362,747
|
|
Net realized losses
|
(103,317
|
)
|
|
(24,193
|
)
|
|
(184,373
|
)
|
|||
Net change in unrealized gains (losses)
|
50,141
|
|
|
(243,573
|
)
|
|
167,965
|
|
|||
Net Increase in Net Assets Resulting from Operations
|
252,906
|
|
|
103,362
|
|
|
346,339
|
|
|||
|
|
|
|
|
|
||||||
Distributions to Shareholders
|
|
|
|
|
|
||||||
Distribution from net investment income
|
(358,987
|
)
|
|
(356,110
|
)
|
|
(421,594
|
)
|
|||
Net Decrease in Net Assets Resulting from Distributions to Shareholders
|
(358,987
|
)
|
|
(356,110
|
)
|
|
(421,594
|
)
|
|||
|
|
|
|
|
|
||||||
Common Stock Transactions
|
|
|
|
|
|
||||||
Issuance of common stock, net of underwriting costs
|
—
|
|
|
—
|
|
|
146,085
|
|
|||
Less: Offering costs from issuance of common stock
|
—
|
|
|
118
|
|
|
(644
|
)
|
|||
Repurchase of common stock under stock repurchase program
|
—
|
|
|
(34,140
|
)
|
|
—
|
|
|||
Value of shares issued through reinvestment of dividends
|
25,116
|
|
|
19,638
|
|
|
14,681
|
|
|||
Net Increase (Decrease) in Net Assets Resulting from Common Stock Transactions
|
25,116
|
|
|
(14,384
|
)
|
|
160,122
|
|
|||
|
|
|
|
|
|
||||||
Total (Decrease) Increase in Net Assets
|
(80,965
|
)
|
|
(267,132
|
)
|
|
84,867
|
|
|||
Net assets at beginning of year
|
3,435,917
|
|
|
3,703,049
|
|
|
3,618,182
|
|
|||
Net Assets at End of Year
(Accumulated Overdistributed Net Investment Income of $54,039, $3,623, and $21,077, respectively)
|
$
|
3,354,952
|
|
|
$
|
3,435,917
|
|
|
$
|
3,703,049
|
|
|
|
|
|
|
|
||||||
Common Stock Activity
|
|
|
|
|
|
||||||
Shares sold
|
—
|
|
|
—
|
|
|
14,845,556
|
|
|||
Shares repurchased under stock repurchase program
|
—
|
|
|
(4,708,750
|
)
|
|
—
|
|
|||
Shares issued through reinvestment of dividends
|
2,969,702
|
|
|
2,725,222
|
|
|
1,618,566
|
|
|||
Net shares issued (repurchased) due to common stock activity
|
2,969,702
|
|
|
(1,983,528
|
)
|
|
16,464,122
|
|
|||
Shares issued and outstanding at beginning of year
|
357,107,231
|
|
|
359,090,759
|
|
|
342,626,637
|
|
|||
Shares Issued and Outstanding at End of Year
|
360,076,933
|
|
|
357,107,231
|
|
|
359,090,759
|
|
|
Year Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net increase in net assets resulting from operations
|
$
|
252,906
|
|
|
$
|
103,362
|
|
|
$
|
346,339
|
|
Net realized losses (gains) on extinguishment of debt
|
7,011
|
|
|
(224
|
)
|
|
3,950
|
|
|||
Net realized losses on investments
|
96,306
|
|
|
24,417
|
|
|
180,423
|
|
|||
Net change in unrealized (gains) losses on investments
|
(50,141
|
)
|
|
243,573
|
|
|
(167,965
|
)
|
|||
Amortization of discounts and (accretion of premiums), net
|
88,827
|
|
|
84,087
|
|
|
87,638
|
|
|||
Accretion of discount on Public Notes (Note 6)
|
269
|
|
|
200
|
|
|
213
|
|
|||
Amortization of deferred financing costs
|
13,013
|
|
|
13,561
|
|
|
14,266
|
|
|||
Payment-in-kind interest
|
(17,808
|
)
|
|
(20,531
|
)
|
|
(29,277
|
)
|
|||
Structuring fees
|
(12,929
|
)
|
|
(9,393
|
)
|
|
(20,916
|
)
|
|||
Change in operating assets and liabilities:
|
|
|
|
|
|
||||||
Payments for purchases of investments
|
(1,458,733
|
)
|
|
(921,679
|
)
|
|
(1,817,284
|
)
|
|||
Proceeds from sale of investments and collection of investment principal
|
1,413,882
|
|
|
1,311,375
|
|
|
1,411,562
|
|
|||
Increase (decrease) in due to broker
|
49,414
|
|
|
(25,821
|
)
|
|
26,778
|
|
|||
(Decrease) increase in due to Prospect Capital Management
|
(5,900
|
)
|
|
51,599
|
|
|
2,547
|
|
|||
Decrease in interest receivable, net
|
2,568
|
|
|
8,281
|
|
|
1,589
|
|
|||
(Decrease) increase in interest payable
|
(2,174
|
)
|
|
1,145
|
|
|
2,200
|
|
|||
Increase (decrease) in accrued expenses
|
2,121
|
|
|
(1,149
|
)
|
|
(1,382
|
)
|
|||
(Decrease) increase in other liabilities
|
(1,536
|
)
|
|
(1,080
|
)
|
|
980
|
|
|||
(Increase) decrease in other receivables
|
(756
|
)
|
|
2,717
|
|
|
(298
|
)
|
|||
(Increase) in due from affiliate
|
(14
|
)
|
|
—
|
|
|
—
|
|
|||
(Increase) decrease in prepaid expenses
|
(270
|
)
|
|
(98
|
)
|
|
2,071
|
|
|||
Increase (decrease) in due to Prospect Administration
|
145
|
|
|
(2,473
|
)
|
|
2,030
|
|
|||
Net Cash Provided by Operating Activities
|
376,201
|
|
|
861,869
|
|
|
45,464
|
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Borrowings under Revolving Credit Facility (Note 4)
|
635,000
|
|
|
615,000
|
|
|
1,567,000
|
|
|||
Principal payments under Revolving Credit Facility (Note 4)
|
(635,000
|
)
|
|
(983,700
|
)
|
|
(1,290,300
|
)
|
|||
Issuances of Public Notes, net of original issue discount (Note 6)
|
37,466
|
|
|
161,364
|
|
|
—
|
|
|||
Redemptions of Public Notes (Note 6)
|
—
|
|
|
—
|
|
|
(102,600
|
)
|
|||
Redemptions of Convertible Notes (Note 5)
|
(366,433
|
)
|
|
(150,500
|
)
|
|
(7,668
|
)
|
|||
Issuance of Convertible Notes (Note 5)
|
225,000
|
|
|
—
|
|
|
—
|
|
|||
Issuances of Prospect Capital InterNotes® (Note 7)
|
138,882
|
|
|
88,435
|
|
|
125,696
|
|
|||
Redemptions of Prospect Capital InterNotes®, net (Note 7)
|
(67,196
|
)
|
|
(7,069
|
)
|
|
(85,606
|
)
|
|||
Financing costs paid and deferred
|
(10,012
|
)
|
|
(6,968
|
)
|
|
(6,793
|
)
|
|||
Cost of shares repurchased under stock repurchase program
|
—
|
|
|
(34,140
|
)
|
|
—
|
|
|||
Proceeds from issuance of common stock, net of underwriting costs
|
—
|
|
|
—
|
|
|
146,085
|
|
|||
Offering costs from issuance of common stock
|
—
|
|
|
118
|
|
|
(644
|
)
|
|||
Dividends paid
|
(333,623
|
)
|
|
(336,637
|
)
|
|
(414,833
|
)
|
|||
Net Cash Used in Financing Activities
|
(375,916
|
)
|
|
(654,097
|
)
|
|
(69,663
|
)
|
|||
|
|
|
|
|
|
||||||
Net Increase (Decrease) in Cash
|
285
|
|
|
207,772
|
|
|
(24,199
|
)
|
|||
Cash at beginning of year
|
317,798
|
|
|
110,026
|
|
|
134,225
|
|
|||
Cash at End of year
|
$
|
318,083
|
|
|
$
|
317,798
|
|
|
$
|
110,026
|
|
Supplemental Disclosures
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
153,740
|
|
|
$
|
152,817
|
|
|
$
|
153,982
|
|
Non-Cash Financing Activities
|
|
|
|
|
|
||||||
Value of shares issued through reinvestment of dividends
|
$
|
25,116
|
|
|
$
|
19,638
|
|
|
$
|
14,681
|
|
Cost basis of investments written off as worthless
|
$
|
86,605
|
|
|
$
|
25,138
|
|
|
$
|
123,555
|
|
|
|
|
June 30, 2017
|
|||||||||
Portfolio Company
|
Locale / Industry
|
Investments(1)
|
Principal Value
|
Amortized Cost
|
Fair
Value(2) |
% of Net Assets
|
||||||
|
|
|
|
|
|
|
||||||
LEVEL 3 PORTFOLIO INVESTMENTS
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
||||||
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
||||||
Voya CLO 2014-1, Ltd.
|
Cayman Islands / Structured Finance
|
Subordinated Notes (Residual Interest, current yield 15.96%, due 4/18/2026)(5)(6)(14)
|
$
|
32,383
|
|
$
|
24,613
|
|
$
|
26,177
|
|
0.8%
|
|
|
|
|
24,613
|
|
26,177
|
|
0.8%
|
||||
Voya CLO 2016-3, Ltd.
|
Cayman Islands / Structured Finance
|
Subordinated Notes (Residual Interest, current yield 12.55%, due 10/18/2027)(5)(6)(14)
|
28,100
|
|
27,130
|
|
23,497
|
|
0.7%
|
|||
|
|
|
|
27,130
|
|
23,497
|
|
0.7%
|
||||
Voya CLO 2017-3, Ltd.
|
Cayman Islands / Structured Finance
|
Subordinated Notes (Residual Interest, current yield 14.89%, due 7/20/2030)(5)(6)(14)
|
44,885
|
|
44,885
|
|
44,670
|
|
1.3%
|
|||
|
|
|
|
44,885
|
|
44,670
|
|
1.3%
|
||||
Washington Mill CLO Ltd.
|
Cayman Islands / Structured Finance
|
Subordinated Notes (Residual Interest, current yield 8.53%, due 4/20/2026)(5)(6)(14)
|
22,600
|
|
16,711
|
|
14,182
|
|
0.4%
|
|||
|
|
|
|
16,711
|
|
14,182
|
|
0.4%
|
||||
Water Pik, Inc.
|
Colorado / Personal Products
|
Second Lien Term Loan (10.05% (LIBOR + 8.75% with 1.00% LIBOR floor), due 1/8/2021)(3)(8)(10)(11)
|
13,739
|
|
13,473
|
|
13,739
|
|
0.4%
|
|||
|
|
|
|
13,473
|
|
13,739
|
|
0.4%
|
||||
Wheel Pros, LLC
|
Colorado / Auto Components
|
Senior Subordinated Secured Note (11.00% (LIBOR + 7.00% with 4.00% LIBOR floor), due 6/29/2020)(3)(10)(11)
|
12,000
|
|
12,000
|
|
12,000
|
|
0.4%
|
|||
Senior Subordinated Secured Note (11.00% (LIBOR + 7.00% with 4.00% LIBOR floor), due 6/29/2020)(3)(10)(11)
|
5,460
|
|
5,460
|
|
5,460
|
|
0.2%
|
|||||
|
|
|
|
17,460
|
|
17,460
|
|
0.6%
|
||||
Total Non-Control/Non-Affiliate Investments (Level 3)
|
|
$
|
4,117,868
|
|
$
|
3,915,101
|
|
116.7%
|
||||
|
|
|
|
|
||||||||
Total Portfolio Investments
|
|
$
|
5,981,556
|
|
$
|
5,838,305
|
|
174.0%
|
|
|
|
June 30, 2016
|
|||||||||
Portfolio Company
|
Locale / Industry
|
Investments(1)
|
Principal Value
|
Amortized Cost
|
Fair
Value(2) |
% of Net Assets
|
||||||
|
|
|
|
|
|
|
||||||
LEVEL 3 PORTFOLIO INVESTMENTS
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
||||||
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
||||||
|
|
|
|
15,715
|
|
15,715
|
|
0.5%
|
(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, 2017 and June 30, 2016, all of our investments were classified as Level 3. ASC 820 classifies such unobservable 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 the investments held by PCF at June 30, 2017 and June 30, 2016 were $1,513,413 and $1,348,577, respectively, representing 25.9% and 22.9% of our total investments, respectively.
|
(4)
|
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.
|
(5)
|
This investment is in the equity class of a collateralized loan obligation (“CLO”) security. 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, calculated using amortized cost, 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.
|
(6)
|
Co-investment with another fund managed by an affiliate of our investment adviser, Prospect Capital Management L.P. See Note 13 for further discussion.
|
(7)
|
On a fully diluted basis represents 10.00% of voting common shares.
|
(8)
|
Syndicated investment which was originated by a financial institution and broadly distributed.
|
(9)
|
The overriding royalty interests held receive payments at the stated rates based upon operations of the borrower.
|
(10)
|
Security, or a portion thereof, has a floating interest rate which may be subject to a LIBOR or PRIME floor. The interest rate was in effect at June 30, 2017 and June 30, 2016.
|
(11)
|
The interest rate on these investments is subject to the base rate of 3-Month LIBOR, which was
1.30%
and 0.65% at June 30, 2017 and June 30, 2016, respectively. The current base rate for each investment may be different from the reference rate on June 30, 2017 and June 30, 2016.
|
(12)
|
The interest rate on these investments is subject to the base rate of 2-Month LIBOR, which was
1.25%
at June 30, 2017. No investments were subject to the base rate of 2-Month LIBOR at June 30, 2016. The current base rate for each investment may be different from the reference rate on June 30, 2017 and June 30, 2016.
|
(13)
|
The interest rate on these investments is subject to the base rate of 1-Month LIBOR, which was 1.23% and 0.47% at June 30, 2017 and June 30, 2016, respectively. The current base rate for each investment may be different from the reference rate on June 30, 2017 and June 30, 2016.
|
(14)
|
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. As of June 30, 2017 and June 30, 2016, our qualifying assets as a percentage of total assets, stood at 71.75% and 74.58%, respectively. We monitor the status of these assets on an ongoing basis.
|
(15)
|
Undrawn committed revolvers and delayed draw term loans to our portfolio companies incur commitment and unused fees ranging from 0.00% to 4.00%. As of June 30, 2017 and June 30, 2016, we had $22,925 and $40,560, respectively, of undrawn revolver and delayed draw term loan commitments to our portfolio companies.
|
(16)
|
Represents non-income producing security that has not paid a dividend in the year preceding the reporting date.
|
(17)
|
As of June 30, 2017, the effective yield has been estimated to be 0% as expected future cash flows are anticipated to not be sufficient to repay the investment at cost. If the expected investment proceeds increase, there is a potential for future investment
|
(18)
|
Arctic Oilfield Equipment USA, Inc., a consolidated entity in which we own 100% of the common equity, owns 70% of the equity units of Arctic Energy Services, LLC (“Arctic Energy”), the operating company. We report Arctic Energy as a separate controlled company. On September 30, 2015, we restructured our investment in Arctic Energy. Concurrent with the restructuring, we exchanged our $31,640 senior secured loan and our $20,230 subordinated loan for Class D and Class E Units in Arctic Energy. Our ownership of Arctic Energy includes a preferred interest in their holdings of all the Class D, Class E, Class C, and Class A Units (in order of priority returns). These unit classes are senior to management’s interests in the F and B Units.
|
(19)
|
CCPI Holdings Inc., a consolidated entity in which we own 100% of the common stock, owns 94.59% of CCPI Inc. (“CCPI”), the operating company, as of June 30, 2017 and June 30, 2016. We report CCPI as a separate controlled company.
|
(20)
|
CP Holdings of Delaware LLC, a consolidated entity in which we own 100% of the membership interests, owns 82.3% of CP Energy Services Inc. (“CP Energy”) as of June 30, 2017 and June 30, 2016. As of June 30, 2016, CP Energy owns directly or indirectly 100% of each of CP Well Testing, LLC; Wright Foster Disposals, LLC; Foster Testing Co., Inc.; ProHaul Transports, LLC; and Wright Trucking, Inc. We report CP Energy 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. On October 30, 2015, we restructured our investment in CP Energy. Concurrent with the restructuring, we exchanged our $86,965 senior secured loan and $15,924 subordinated loan for Series B Convertible Preferred Stock in CP Energy.
|
(21)
|
Credit Central Holdings of Delaware, LLC, a consolidated entity in which we own 100% of the membership interests, owns 99.91% and 74.93% of Credit Central Loan Company, LLC (f/k/a Credit Central Holdings, LLC (“Credit Central”)) as of June 30, 2017 and June 30, 2016, 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. We report Credit Central as a separate controlled company. On September 28, 2016, we have made an additional $12,523 second lien debt and $2,098 equity investment in Credit Central, increasing its ownership to 99.91%.
|
(22)
|
Prospect owns 37.1% of the equity of Edmentum Ultimate Holdings, LLC as of June 30, 2017 and June 30, 2016.
|
(23)
|
First Tower Holdings of Delaware LLC, a consolidated 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, the operating company as of June 30, 2017 and June 30, 2016. We report First Tower Finance as a separate controlled company.
|
(24)
|
Energy Solutions Holdings Inc., a consolidated entity in which we own 100% of equity, owns 100% of Freedom Marine Solutions, LLC (“Freedom Marine”), which owns Vessel Company, LLC, Vessel Company II, LLC and Vessel Company III, LLC. We report Freedom Marine as a separate controlled company. On October 30, 2015, we restructured our investment in Freedom Marine. Concurrent with the restructuring, we exchanged our $32,500 senior secured loans for additional membership interest in Freedom Marine.
|
(25)
|
MITY Holdings of Delaware Inc. (“MITY Delaware”), a consolidated entity in which we own 100% of the common stock, owns 95.48% and 95.83% of the equity of MITY, Inc. (f/k/a MITY Enterprises, Inc.) (“MITY”), as of June 30, 2017 and June 30, 2016, respectively. MITY owns 100% of each of MITY-Lite, Inc. (“Mity-Lite”); Broda Enterprises USA, Inc.; and Broda Enterprises ULC (“Broda Canada”). We report MITY 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, 2017 and June 30, 2016, 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. We formed a separate legal entity domiciled in the United States, MITY FSC, Inc., (“MITY FSC”) in which Prospect owns 96.88% of the equity, and MITY-Lite management owns the remaining portion. MITY FSC does not have material operations. This entity earns commission payments from MITY-Lite based on its sales to foreign customers, and distribute it to its shareholders based on pro-rata ownership. During the three months ended December 31, 2016, we received $406 of such commission, which we recognized as other income. On January 17, 2017, we invested an additional $8,000 of Senior Secured Term Loan A and $8,000 of Senior Secured Term Loan B debt investments in MITY, to fund an acquisition.
|
(26)
|
NPH Property Holdings, LLC, a consolidated entity in which we own 100% of the membership interests, owns 100% of the common equity of National Property REIT Corp. (“NPRC”) (f/k/a National Property Holdings Corp.), a property REIT which holds investments in several real estate properties. Additionally, NPRC invests in online consumer loans through ACL Loan Holdings, Inc. (“ACLLH”) and American Consumer Lending Limited (“ACLL”), its wholly-owned subsidiaries. We report NPRC as a separate controlled company. See Note 3 for further discussion of the properties held by NPRC. On August 1, 2016, we made
|
(27)
|
Nationwide Acceptance Holdings LLC, a consolidated entity in which we own 100% of the membership interests, owns 94.48% and 93.79% of Nationwide Loan Company LLC (f/k/a Nationwide Acceptance LLC), the operating company, as of June 30, 2017 and June 30, 2016, respectively. We report Nationwide Loan Company LLC as a separate controlled company. On June 1, 2015, Nationwide Acceptance LLC completed a reorganization and was renamed Nationwide Loan Company LLC (“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 a new operating company wholly-owned by Pelican named Nationwide Acceptance LLC (“New Nationwide”). New Nationwide also assumed the existing senior subordinated term loan due to Prospect.
|
(28)
|
NMMB Holdings, a consolidated entity in which we own 100% of the equity, owns 96.33% of the fully diluted equity of NMMB, Inc. (“NMMB”) as of June 30, 2017 and June 30, 2016. NMMB owns 100% of Refuel Agency, Inc., which owns 100% of Armed Forces Communications, Inc. We report NMMB as a separate controlled company.
|
(29)
|
On June 3, 2017, Gulf Coast Machine & Supply Company (“Gulf Coast”) sold all of its assets to a third party, for total consideration of $10,250, including escrowed amounts. The proceeds from the sale were primarily used to repay a $6,115 third party revolving credit facility, and the remainder was used to pay other legal and administrative costs incurred by Gulf Coast. As no proceeds were allocated to Prospect our debt and equity investment in Gulfco was written-off and we recorded a realized loss of $66,103. Gulf Coast holds $2,050 in escrow related to the sale, which will be distributed to Prospect once released to Gulf Coast, and will be recognized as a realized gain if and when it is received. On June 28, 2017, Gulf Coast was renamed to SB Forging Company II, Inc.
|
(30)
|
Prospect owns 99.96% of the equity of USES Corp. as of June 30, 2017 and June 30, 2016.
|
(31)
|
Valley Electric Holdings I, Inc., a consolidated entity in which we own 100% of the common stock, owns 100% of Valley Electric Holdings II, Inc. (“Valley Holdings II”), another consolidated entity. 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. We report Valley Electric as a separate controlled company.
|
(32)
|
On March 14, 2017, assets previously held by Ark-La-Tex Wireline Services, LLC (“Ark-La-Tex”) were assigned to Wolf Energy Services Company, LLC, a new wholly-owned subsidiary of Wolf Energy Holdings, in exchange for a full reduction of Ark-La-Tex’s Senior Secured Term Loan A and a partial reduction of the Senior Secured Term Loan B cost basis, in total equal to $22,145. The cost basis of the transferred assets is equal to the appraised fair value of assets at the time of transfer. During the three months ended June 30, 2017, Ark-La-Tex Term Loan B was written-off and a loss of $19,818 was realized. On June 30, 2017, the 18.00% Senior Secured Promissory Note, due April 15, 2018, in Wolf Energy, LLC was contributed to equity of Wolf Energy LLC. There was no impact from the transaction due to the note being on non-accrual status and having zero cost basis.
|
(33)
|
Prospect owns 12.63% of the equity in Targus Cayman HoldCo Limited, the parent company of Targus International LLC as of June 30, 2017 and June 30, 2016.
|
(34)
|
We own 99.9999% of AGC/PEP, LLC. AGC/PEP, LLC owns 2,038 out of a total of 93,485 shares (including 7,456 vested and unvested management options) of American Gilsonite Holding Company which owns 100% of American Gilsonite Company. On October 24, 2016, American Gilsonite Company filed for a joint prepackaged plan of reorganization under Chapter 11 of the bankruptcy code. As of June 30, 2017, AGC/PEP, LLC has emerged from bankruptcy and Prospect received a total of 131 shares, representing a total ownership stake of 0.05%.
|
(35)
|
Centerfield Media Holding Company and Oology Direct Holdings, Inc. are joint borrowers and guarantors on the senior secured loan facilities.
|
(36)
|
Keystone Acquisition Corp. is the parent borrower on the second lien term loan. Other joint borrowers on this debt investment include Keystone Peer Review Organization, Inc., KEPRO Acquisitions, Inc., APS Healthcare Bethesda, Inc., Ohio KEPRO, Inc. and APS Healthcare Quality Review, Inc.
|
(37)
|
As of June 30, 2016, we owned 1.43% (13,220 shares) of the common and preferred interest of Mineral Fusion Natural Brands LLC, a subsidiary of Caleel + Hayden, LLC.
|
(38)
|
NCP Finance Limited Partnership, NCP Finance Ohio, LLC, and certain affiliates thereof are joint borrowers on the subordinated secured term loan.
|
(39)
|
As of June 30, 2017, Prospect owns 8.57% of the equity in Nixon Holdco, LLC, the parent company of Nixon, Inc.
|
(40)
|
Pegasus Business Intelligence, LP, Paycom Acquisition, LLC, and Paycom Acquisition Corp. are joint borrowers on the senior secured loan facilities. Paycom Intermediate Holdings, Inc. is the parent guarantor of this debt investment. These entities transact business internationally under the trade name Onyx Payments.
|
(41)
|
As of June 30, 2017 and June 30, 2016, PGX Holdings, Inc. is the sole borrower on the second lien term loan.
|
(42)
|
Security Alarm Financing Enterprises, L.P. and California Security Alarms, Inc. are joint borrowers on the senior subordinated note.
|
(43)
|
SB Forging Company, Inc., a consolidated entity in which we own 100% of the equity, owned 100% of Ajax Rolled Ring & Machine, LLC, the operating company, which was sold on October 10, 2014. As part of the sale there was $3,000 being held in escrow, of which $802 and $1,750 was received on May 6, 2015 and May 31, 2016, respectively, for which Prospect realized a gain of the same amount. During the quarter ended September 30, 2016, we determined that the remaining balance of the escrow will not be collected. On June 30, 2017, we received $169 of escrow proceeds related to SB Forging, realizing a gain of the same amount.
|
(44)
|
Our wholly-owned subsidiary Prospect Small Business Lending, LLC purchases small business whole loans from small business loan originators, including On Deck Capital, Inc.
|
(45)
|
Trinity Services Group, Inc. and Trinity Services I, LLC are joint borrowers on the senior secured loan facility.
|
(46)
|
Turning Point Brands, Inc. and North Atlantic Trading Company, Inc. are joint borrowers and guarantors on the secured loan facility.
|
(47)
|
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.
|
(48)
|
The interest rate on these investments, excluding those on non-accrual, contains a paid in kind (“PIK”) provision, whereby the issuer has either the option or the obligation to make interest payments with the issuance of additional securities. The interest rate in the schedule represents the current interest rate in effect for these investments.
|
Security Name
|
PIK Rate -
Capitalized |
PIK Rate -
Paid as cash |
Maximum
Current PIK Rate |
|
CCPI Inc.
|
—%
|
7.00%
|
7.00%
|
|
Cinedigm DC Holdings, LLC
|
—%
|
2.50%
|
2.50%
|
|
Credit Central Loan Company
|
—%
|
10.00%
|
10.00%
|
|
Echelon Aviation LLC
|
N/A
|
N/A
|
2.25%
|
(A)
|
Echelon Aviation LLC
|
N/A
|
N/A
|
1.00%
|
(B)
|
Edmentum Ultimate Holdings, LLC - Unsecured Senior PIK Note
|
8.50%
|
—%
|
8.50%
|
|
First Tower Finance Company LLC
|
3.92%
|
3.08%
|
7.00%
|
|
MITY, Inc.
|
—%
|
10.00%
|
10.00%
|
|
National Property REIT Corp. - Senior Secured Term Loan A
|
—%
|
5.50%
|
5.50%
|
|
National Property REIT Corp. - Senior Secured Term Loan E
|
—%
|
5.00%
|
5.00%
|
|
National Property REIT Corp. - Senior Secured Term Loan C to ACL Loan Holdings, Inc.
|
—%
|
5.00%
|
5.00%
|
|
National Property REIT Corp. - Senior Secured Term Loan C to American Consumer Lending Limited
|
—%
|
5.00%
|
5.00%
|
|
Nationwide Loan Company LLC
|
—%
|
10.00%
|
10.00%
|
|
Targus International, LLC - Senior Secured Term Loan A
|
15.00%
|
—%
|
15.00%
|
|
Targus International, LLC - Senior Secured Term Loan B
|
15.00%
|
—%
|
15.00%
|
|
Valley Electric Co. of Mt. Vernon, Inc.
|
—%
|
2.50%
|
2.50%
|
|
Valley Electric Company, Inc.
|
8.50%
|
—%
|
8.50%
|
|
Security Name
|
PIK Rate -
Capitalized |
PIK Rate -
Paid as cash |
Maximum
Current PIK Rate |
|
CCPI Inc.
|
—%
|
7.00%
|
7.00%
|
|
Cinedigm DC Holdings, LLC
|
—%
|
2.50%
|
2.50%
|
|
Credit Central Loan Company
|
6.49%
|
3.51%
|
10.00%
|
|
Crosman Corporation - Senior Secured Term Loan A
|
4.00%
|
—%
|
4.00%
|
|
Crosman Corporation - Senior Secured Term Loan B
|
4.00%
|
—%
|
4.00%
|
|
Echelon Aviation LLC
|
—%
|
2.25%
|
2.25%
|
|
Edmentum Ultimate Holdings, LLC - Unsecured Senior PIK Note
|
8.50%
|
—%
|
8.50%
|
|
Edmentum Ultimate Holdings, LLC - Unsecured Junior PIK Note
|
10.00%
|
—%
|
10.00%
|
|
First Tower Finance Company LLC
|
0.80%
|
11.20%
|
12.00%
|
|
Harbortouch Payments, LLC
|
N/A
|
N/A
|
3.00%
|
(C)
|
JHH Holdings, Inc.
|
0.50%
|
—%
|
0.50%
|
|
LaserShip , Inc. - Term Loan A
|
2.00%
|
—%
|
2.00%
|
|
LaserShip , Inc. - Term Loan B
|
2.00%
|
—%
|
2.00%
|
|
MITY, Inc.
|
—%
|
10.00%
|
10.00%
|
|
National Property REIT Corp. - Senior Secured Term Loan A
|
—%
|
5.50%
|
5.50%
|
|
National Property REIT Corp. - Senior Secured Term Loan E
|
—%
|
5.00%
|
5.00%
|
|
National Property REIT Corp. - Senior Secured Term Loan C to ACL Loan Holdings, Inc.
|
—%
|
5.00%
|
5.00%
|
|
Nationwide Loan Company LLC
|
—%
|
10.00%
|
10.00%
|
|
Nixon, Inc.
|
3.00%
|
—%
|
3.00%
|
|
Valley Electric Co. of Mt. Vernon, Inc.
|
—%
|
2.50%
|
2.50%
|
|
Valley Electric Company, Inc.
|
3.42%
|
5.08%
|
8.50%
|
|
(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, 2017 with these controlled investments were as follows:
|
Portfolio Company
|
Fair Value at
June 30, 2016 |
Gross Additions (Cost)*
|
Gross Reductions (Cost)**
|
Net unrealized
gains (losses) |
Fair Value at
June 30, 2017 |
Interest
income |
Dividend
income |
Other
income |
Net realized
gains (losses) |
||||||||||||||||||
Arctic Energy Services, LLC
|
38,340
|
|
—
|
|
—
|
|
(20,970
|
)
|
17,370
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
CCPI Inc.
|
41,356
|
|
—
|
|
(327
|
)
|
2,023
|
|
43,052
|
|
2,992
|
|
123
|
|
153
|
|
—
|
|
|||||||||
CP Energy Services Inc.
|
76,002
|
|
—
|
|
—
|
|
(3,786
|
)
|
72,216
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Credit Central Loan Company, LLC
|
52,254
|
|
10,826
|
|
(403
|
)
|
1,758
|
|
64,435
|
|
10,873
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Echelon Aviation LLC
|
60,821
|
|
18,875
|
|
(6,800
|
)
|
(1,578
|
)
|
71,318
|
|
5,734
|
|
200
|
|
1,121
|
|
—
|
|
|||||||||
Edmentum Ultimate Holdings, LLC
|
44,346
|
|
9,892
|
|
(6,424
|
)
|
(919
|
)
|
46,895
|
|
1,726
|
|
—
|
|
—
|
|
—
|
|
|||||||||
First Tower Finance Company LLC
|
352,666
|
|
15,577
|
|
(2,220
|
)
|
(435
|
)
|
365,588
|
|
51,116
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Freedom Marine Solutions, LLC
|
26,618
|
|
1,801
|
|
—
|
|
(4,425
|
)
|
23,994
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
MITY, Inc.
|
54,049
|
|
16,000
|
|
—
|
|
6,463
|
|
76,512
|
|
6,848
|
|
468
|
|
886
|
|
16
|
|
|||||||||
National Property REIT Corp.
|
843,933
|
|
237,851
|
|
(174,931
|
)
|
80,451
|
|
987,304
|
|
84,777
|
|
—
|
|
9,186
|
|
—
|
|
|||||||||
Nationwide Loan Company LLC
|
35,813
|
|
2,104
|
|
—
|
|
(972
|
)
|
36,945
|
|
3,406
|
|
4,310
|
|
—
|
|
—
|
|
|||||||||
NMMB, Inc.
|
10,007
|
|
—
|
|
(100
|
)
|
10,918
|
|
20,825
|
|
1,518
|
|
—
|
|
—
|
|
—
|
|
|||||||||
R-V Industries, Inc.
|
36,877
|
|
—
|
|
96
|
|
(4,295
|
)
|
32,678
|
|
2,877
|
|
149
|
|
124
|
|
172
|
|
|||||||||
SB Forging Company II, Inc. (f/k/a Gulf Coast Machine & Supply Company)
|
7,312
|
|
8,750
|
|
(69,125
|
)
|
55,003
|
|
1,940
|
|
—
|
|
—
|
|
—
|
|
(66,103
|
)
|
|||||||||
USES Corp.
|
40,286
|
|
2,599
|
|
(154
|
)
|
(30,214
|
)
|
12,517
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Valley Electric Company, Inc.
|
31,091
|
|
1,821
|
|
—
|
|
(403
|
)
|
32,509
|
|
5,629
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Wolf Energy, LLC
|
678
|
|
22,145
|
|
(15,344
|
)
|
(1,802
|
)
|
5,677
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Total
|
$
|
1,752,449
|
|
$
|
348,241
|
|
$
|
(275,732
|
)
|
$
|
86,817
|
|
$
|
1,911,775
|
|
$
|
177,496
|
|
$
|
5,250
|
|
$
|
11,470
|
|
$
|
(65,915
|
)
|
(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, 2017 with these affiliated investments were as follows:
|
(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, 2016 with these controlled investments were as follows:
|
Portfolio Company
|
Fair Value at
June 30, 2015 |
Gross Additions (Cost)*
|
Gross Reductions (Cost)**
|
Net unrealized
gains (losses) |
Fair Value at
June 30, 2016 |
Interest
income |
Dividend
income |
Other
income |
Net realized
gains (losses) |
||||||||||||||||||
American Property REIT Corp.***
|
$
|
118,256
|
|
$
|
2,826
|
|
$
|
(103,017
|
)
|
$
|
(18,065
|
)
|
$
|
—
|
|
$
|
7,306
|
|
$
|
11,016
|
|
$
|
899
|
|
$
|
—
|
|
Arctic Energy Services, LLC
|
60,364
|
|
—
|
|
—
|
|
(22,024
|
)
|
38,340
|
|
1,123
|
|
—
|
|
—
|
|
—
|
|
|||||||||
CCPI Inc.
|
41,352
|
|
475
|
|
(6,368
|
)
|
5,897
|
|
41,356
|
|
3,123
|
|
3,196
|
|
—
|
|
—
|
|
|||||||||
CP Energy Services Inc.
|
91,009
|
|
(2,819
|
)
|
—
|
|
(12,188
|
)
|
76,002
|
|
(390
|
)
|
—
|
|
—
|
|
—
|
|
|||||||||
Credit Central Loan Company, LLC
|
55,172
|
|
921
|
|
(323
|
)
|
(3,516
|
)
|
52,254
|
|
7,398
|
|
—
|
|
2,067
|
|
—
|
|
|||||||||
Echelon Aviation LLC
|
68,941
|
|
—
|
|
(2,954
|
)
|
(5,166
|
)
|
60,821
|
|
5,700
|
|
7,250
|
|
—
|
|
—
|
|
|||||||||
Edmentum Ultimate Holdings, LLC
|
37,216
|
|
9,358
|
|
(4,896
|
)
|
2,668
|
|
44,346
|
|
3,650
|
|
—
|
|
—
|
|
—
|
|
|||||||||
First Tower Finance Company LLC
|
365,950
|
|
8,866
|
|
(679
|
)
|
(21,471
|
)
|
352,666
|
|
56,698
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Freedom Marine Solutions, LLC
|
27,090
|
|
1,000
|
|
—
|
|
(1,472
|
)
|
26,618
|
|
1,112
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Harbortouch Payments, LLC
|
376,936
|
|
9,503
|
|
(314,962
|
)
|
(71,477
|
)
|
—
|
|
33,419
|
|
—
|
|
12,909
|
|
(5,419
|
)
|
|||||||||
MITY, Inc.
|
50,795
|
|
139
|
|
—
|
|
3,115
|
|
54,049
|
|
5,762
|
|
711
|
|
—
|
|
13
|
|
|||||||||
National Property REIT Corp.****
|
471,889
|
|
256,737
|
|
20,979
|
|
94,328
|
|
843,933
|
|
62,690
|
|
—
|
|
5,375
|
|
—
|
|
|||||||||
Nationwide Loan Company LLC
|
34,550
|
|
3,583
|
|
(300
|
)
|
(2,020
|
)
|
35,813
|
|
3,212
|
|
3,963
|
|
—
|
|
—
|
|
|||||||||
NMMB, Inc.
|
12,052
|
|
—
|
|
—
|
|
(2,045
|
)
|
10,007
|
|
1,525
|
|
—
|
|
—
|
|
—
|
|
|||||||||
R-V Industries, Inc.
|
40,508
|
|
—
|
|
(614
|
)
|
(3,017
|
)
|
36,877
|
|
2,908
|
|
299
|
|
—
|
|
—
|
|
|||||||||
SB Forging Company, Inc.
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
SB Forging Company II, Inc. (f/k/a Gulf Coast Machine & Supply Company)
|
6,918
|
|
9,500
|
|
(1,075
|
)
|
(8,031
|
)
|
7,312
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
United Property REIT Corp.***
|
84,685
|
|
7,531
|
|
(83,159
|
)
|
(9,057
|
)
|
—
|
|
6,778
|
|
—
|
|
1,278
|
|
—
|
|
|||||||||
USES Corp.
|
—
|
|
55,297
|
|
(150
|
)
|
(14,861
|
)
|
40,286
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Valley Electric Company, Inc.
|
30,497
|
|
1,599
|
|
—
|
|
(1,005
|
)
|
31,091
|
|
5,363
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Wolf Energy, LLC
|
22
|
|
—
|
|
—
|
|
656
|
|
678
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Total
|
$
|
1,974,202
|
|
$
|
364,516
|
|
$
|
(497,518
|
)
|
$
|
(88,751
|
)
|
$
|
1,752,449
|
|
$
|
207,377
|
|
$
|
26,435
|
|
$
|
22,528
|
|
$
|
(5,406
|
)
|
(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, 2016 with these affiliated investments were as follows:
|
Portfolio Company
|
Fair Value at
June 30, 2015 |
Gross Additions (Cost)*
|
Gross Reductions (Cost)**
|
Net unrealized
gains (losses) |
Fair Value at
June 30, 2016 |
Interest
income |
Dividend
income |
Other
income |
Net realized
gains (losses) |
||||||||||||||||||
BNN Holdings Corp.
|
$
|
45,945
|
|
$
|
—
|
|
$
|
(42,922
|
)
|
$
|
(181
|
)
|
$
|
2,842
|
|
$
|
896
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Targus International LLC
|
—
|
|
22,724
|
|
(14,194
|
)
|
(52
|
)
|
8,478
|
|
—
|
|
—
|
|
—
|
|
(14,194
|
)
|
|||||||||
Total
|
$
|
45,945
|
|
$
|
22,724
|
|
$
|
(57,116
|
)
|
$
|
(233
|
)
|
$
|
11,320
|
|
$
|
896
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(14,194
|
)
|
i.
|
fair value of investment securities, other assets and liabilities—at the spot exchange rate on the last business day of the period; and
|
ii.
|
purchases and sales of investment securities, income and expenses—at the rates of exchange prevailing on the respective dates of such investment transactions, income or expenses.
|
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 prepare independent valuations for each investment based on their own independent assessments and issue their report.
|
3.
|
The Audit Committee of our Board of Directors reviews and discusses with the independent valuation firms the valuation reports, and then makes a recommendation to the Board of Directors of the value for each investment.
|
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, 2017
|
|
June 30, 2016
|
||||||||||||
|
Cost
|
|
Fair Value
|
|
Cost
|
|
Fair Value
|
||||||||
Revolving Line of Credit
|
$
|
27,409
|
|
|
$
|
27,409
|
|
|
$
|
13,274
|
|
|
$
|
13,274
|
|
Senior Secured Debt
|
2,940,163
|
|
|
2,798,796
|
|
|
3,072,839
|
|
|
2,941,722
|
|
||||
Subordinated Secured Debt
|
1,160,019
|
|
|
1,107,040
|
|
|
1,228,598
|
|
|
1,209,604
|
|
||||
Subordinated Unsecured Debt
|
37,934
|
|
|
44,434
|
|
|
75,878
|
|
|
68,358
|
|
||||
Small Business Loans
|
8,434
|
|
|
7,964
|
|
|
14,603
|
|
|
14,215
|
|
||||
CLO Residual Interest
|
1,150,006
|
|
|
1,079,712
|
|
|
1,083,540
|
|
|
1,009,696
|
|
||||
Equity
|
657,591
|
|
|
772,950
|
|
|
602,368
|
|
|
640,839
|
|
||||
Total Investments
|
$
|
5,981,556
|
|
|
$
|
5,838,305
|
|
|
$
|
6,091,100
|
|
|
$
|
5,897,708
|
|
•
|
Revolving Line of Credit includes our investments in delayed draw term loans.
|
•
|
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 SME whole loans purchased from OnDeck.
|
•
|
CLO Residual Interest includes our investments in the “equity” security class of CLO funds such as income notes, preference shares, and subordinated notes.
|
•
|
Equity, unless specifically stated otherwise, 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.
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Revolving Line of Credit
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
27,409
|
|
|
$
|
27,409
|
|
Senior Secured Debt
|
—
|
|
|
—
|
|
|
2,798,796
|
|
|
2,798,796
|
|
||||
Subordinated Secured Debt
|
—
|
|
|
—
|
|
|
1,107,040
|
|
|
1,107,040
|
|
||||
Subordinated Unsecured Debt
|
—
|
|
|
—
|
|
|
44,434
|
|
|
44,434
|
|
||||
Small Business Loans
|
—
|
|
|
—
|
|
|
7,964
|
|
|
7,964
|
|
||||
CLO Residual Interest
|
—
|
|
|
—
|
|
|
1,079,712
|
|
|
1,079,712
|
|
||||
Equity
|
—
|
|
|
—
|
|
|
772,950
|
|
|
772,950
|
|
||||
Total Investments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,838,305
|
|
|
$
|
5,838,305
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Revolving Line of Credit
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,274
|
|
|
$
|
13,274
|
|
Senior Secured Debt
|
—
|
|
|
—
|
|
|
2,941,722
|
|
|
2,941,722
|
|
||||
Subordinated Secured Debt
|
—
|
|
|
—
|
|
|
1,209,604
|
|
|
1,209,604
|
|
||||
Subordinated Unsecured Debt
|
—
|
|
|
—
|
|
|
68,358
|
|
|
68,358
|
|
||||
Small Business Loans
|
—
|
|
|
—
|
|
|
14,215
|
|
|
14,215
|
|
||||
CLO Residual Interest
|
—
|
|
|
—
|
|
|
1,009,696
|
|
|
1,009,696
|
|
||||
Equity
|
—
|
|
|
—
|
|
|
640,839
|
|
|
640,839
|
|
||||
Total Investments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,897,708
|
|
|
$
|
5,897,708
|
|
|
Fair Value Measurements Using Unobservable Inputs (Level 3)
|
||||||||||||||
|
Control
Investments
|
|
Affiliate
Investments
|
|
Non-Control/
Non-Affiliate
Investments
|
|
Total
|
||||||||
Fair value as of June 30, 2016
|
$
|
1,752,449
|
|
|
$
|
11,320
|
|
|
$
|
4,133,939
|
|
|
$
|
5,897,708
|
|
Net realized (losses) gains on investments
|
(65,915
|
)
|
|
137
|
|
|
(32,625
|
)
|
|
(98,403
|
)
|
||||
Net change in unrealized gains (losses)
|
86,817
|
|
|
553
|
|
|
(37,229
|
)
|
|
50,141
|
|
||||
Net realized and unrealized gains (losses)
|
20,902
|
|
|
690
|
|
|
(69,854
|
)
|
|
(48,262
|
)
|
||||
Purchases of portfolio investments
|
310,922
|
|
|
—
|
|
|
1,160,740
|
|
|
1,471,662
|
|
||||
Payment-in-kind interest
|
14,252
|
|
|
231
|
|
|
3,325
|
|
|
17,808
|
|
||||
Accretion (amortization) of discounts and premiums, net
|
922
|
|
|
—
|
|
|
(89,749
|
)
|
|
(88,827
|
)
|
||||
Repayments and sales of portfolio investments
|
(209,817
|
)
|
|
(2,364
|
)
|
|
(1,199,603
|
)
|
|
(1,411,784
|
)
|
||||
Transfers within Level 3(1)
|
22,145
|
|
|
1,552
|
|
|
(23,697
|
)
|
|
—
|
|
||||
Transfers in (out) of Level 3(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fair value as of June 30, 2017
|
$
|
1,911,775
|
|
|
$
|
11,429
|
|
|
$
|
3,915,101
|
|
|
$
|
5,838,305
|
|
|
Revolving Line of Credit
|
|
Senior Secured
Debt |
|
Subordinated Secured Debt
|
|
Subordinated Unsecured Debt
|
|
Small Business Loans
|
|
CLO
Residual Interest |
|
Equity
|
|
Total
|
||||||||||||||||
Fair value as of June 30, 2016
|
$
|
13,274
|
|
|
$
|
2,941,722
|
|
|
$
|
1,209,604
|
|
|
$
|
68,358
|
|
|
$
|
14,215
|
|
|
$
|
1,009,696
|
|
|
$
|
640,839
|
|
|
$
|
5,897,708
|
|
Net realized (losses) gains on investments
|
—
|
|
|
(59,730
|
)
|
|
(382
|
)
|
|
6
|
|
|
(3,013
|
)
|
|
(17,239
|
)
|
|
(18,045
|
)
|
|
(98,403
|
)
|
||||||||
Net change in unrealized (losses) gains
|
—
|
|
|
(10,245
|
)
|
|
(33,990
|
)
|
|
14,020
|
|
|
(83
|
)
|
|
3,550
|
|
|
76,889
|
|
|
50,141
|
|
||||||||
Net realized and unrealized (losses) gains
|
—
|
|
|
(69,975
|
)
|
|
(34,372
|
)
|
|
14,026
|
|
|
(3,096
|
)
|
|
(13,689
|
)
|
|
58,844
|
|
|
(48,262
|
)
|
||||||||
Purchases of portfolio investments
|
21,559
|
|
|
762,505
|
|
|
378,793
|
|
|
—
|
|
|
51,802
|
|
|
178,452
|
|
|
78,551
|
|
|
1,471,662
|
|
||||||||
Payment-in-kind interest
|
—
|
|
|
5,127
|
|
|
10,624
|
|
|
2,057
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,808
|
|
||||||||
Accretion (amortization) of discounts and premiums
|
—
|
|
|
531
|
|
|
5,389
|
|
|
—
|
|
|
—
|
|
|
(94,747
|
)
|
|
—
|
|
|
(88,827
|
)
|
||||||||
Repayments and sales of portfolio investments
|
(7,424
|
)
|
|
(763,969
|
)
|
|
(462,998
|
)
|
|
(40,007
|
)
|
|
(54,957
|
)
|
|
—
|
|
|
(82,429
|
)
|
|
(1,411,784
|
)
|
||||||||
Transfers within Level 3(1)
|
—
|
|
|
(77,145
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
77,145
|
|
|
—
|
|
||||||||
Transfers in (out) of Level 3(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Fair value as of June 30, 2017
|
$
|
27,409
|
|
|
$
|
2,798,796
|
|
|
$
|
1,107,040
|
|
|
$
|
44,434
|
|
|
$
|
7,964
|
|
|
$
|
1,079,712
|
|
|
$
|
772,950
|
|
|
$
|
5,838,305
|
|
(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, 2015
|
$
|
1,974,202
|
|
|
$
|
45,945
|
|
|
$
|
4,589,151
|
|
|
$
|
6,609,298
|
|
Net realized losses on investments
|
(5,406
|
)
|
|
(14,194
|
)
|
|
(8,137
|
)
|
|
(27,737
|
)
|
||||
Net change in unrealized losses
|
(88,751
|
)
|
|
(233
|
)
|
|
(154,392
|
)
|
|
(243,376
|
)
|
||||
Net realized and unrealized losses
|
(94,157
|
)
|
|
(14,427
|
)
|
|
(162,529
|
)
|
|
(271,113
|
)
|
||||
Purchases of portfolio investments
|
296,970
|
|
|
1,263
|
|
|
660,339
|
|
|
958,572
|
|
||||
Payment-in-kind interest
|
15,175
|
|
|
—
|
|
|
5,356
|
|
|
20,531
|
|
||||
Amortization of discounts and premiums
|
—
|
|
|
—
|
|
|
(84,087
|
)
|
|
(84,087
|
)
|
||||
Repayments and sales of portfolio investments
|
(492,112
|
)
|
|
(42,922
|
)
|
|
(800,459
|
)
|
|
(1,335,493
|
)
|
||||
Transfers within Level 3(1)
|
52,371
|
|
|
21,461
|
|
|
(73,832
|
)
|
|
—
|
|
||||
Transfers in (out) of Level 3(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fair value as of June 30, 2016
|
$
|
1,752,449
|
|
|
$
|
11,320
|
|
|
$
|
4,133,939
|
|
|
$
|
5,897,708
|
|
|
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, 2015
|
$
|
30,546
|
|
|
$
|
3,533,447
|
|
|
$
|
1,205,303
|
|
|
$
|
144,271
|
|
|
$
|
50,892
|
|
|
$
|
32,398
|
|
|
$
|
1,113,023
|
|
|
$
|
499,418
|
|
|
$
|
6,609,298
|
|
Net realized (losses) gains on investments
|
—
|
|
|
(1,246
|
)
|
|
(7,456
|
)
|
|
10
|
|
|
(5,986
|
)
|
|
3,911
|
|
|
—
|
|
|
(16,970
|
)
|
|
(27,737
|
)
|
|||||||||
Net change in unrealized (losses) gains
|
—
|
|
|
(47,455
|
)
|
|
10,403
|
|
|
(6,146
|
)
|
|
(722
|
)
|
|
(3,784
|
)
|
|
(114,131
|
)
|
|
(81,541
|
)
|
|
(243,376
|
)
|
|||||||||
Net realized and unrealized (losses) gains
|
—
|
|
|
(48,701
|
)
|
|
2,947
|
|
|
(6,136
|
)
|
|
(6,708
|
)
|
|
127
|
|
|
(114,131
|
)
|
|
(98,511
|
)
|
|
(271,113
|
)
|
|||||||||
Purchases of portfolio investments
|
9,824
|
|
|
412,950
|
|
|
147,104
|
|
|
—
|
|
|
72,400
|
|
|
—
|
|
|
96,620
|
|
|
219,674
|
|
|
958,572
|
|
|||||||||
Payment-in-kind interest
|
—
|
|
|
15,900
|
|
|
1,697
|
|
|
2,934
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,531
|
|
|||||||||
Accretion (amortization) of discounts and premiums
|
—
|
|
|
353
|
|
|
986
|
|
|
—
|
|
|
—
|
|
|
390
|
|
|
(85,816
|
)
|
|
—
|
|
|
(84,087
|
)
|
|||||||||
Repayments and sales of portfolio investments
|
(27,096
|
)
|
|
(847,644
|
)
|
|
(73,200
|
)
|
|
(72,711
|
)
|
|
(102,369
|
)
|
|
(32,915
|
)
|
|
—
|
|
|
(179,558
|
)
|
|
(1,335,493
|
)
|
|||||||||
Transfers within Level 3(1)
|
—
|
|
|
(124,583
|
)
|
|
(75,233
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
199,816
|
|
|
—
|
|
|||||||||
Transfers in (out) of Level 3(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Fair value as of June 30, 2016
|
$
|
13,274
|
|
|
$
|
2,941,722
|
|
|
$
|
1,209,604
|
|
|
$
|
68,358
|
|
|
$
|
14,215
|
|
|
$
|
—
|
|
|
$
|
1,009,696
|
|
|
$
|
640,839
|
|
|
$
|
5,897,708
|
|
(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 Approach or Technique
|
|
Input
|
|
Range
|
|
Weighted
Average
|
||
Senior Secured Debt
|
|
$
|
1,977,660
|
|
|
Discounted Cash Flow
(Yield analysis)
|
|
Market Yield
|
|
5.1%-27.0%
|
|
10.7%
|
Senior Secured Debt
|
|
211,856
|
|
|
Enterprise Value Waterfall (Market approach)
|
|
EBITDA Multiple
|
|
4.0x-9.0x
|
|
6.7x
|
|
Senior Secured Debt
|
|
27,479
|
|
|
Enterprise Value Waterfall (Market approach)
|
|
Revenue Multiple
|
|
0.3x-0.6x
|
|
0.4x
|
|
Senior Secured Debt
|
|
47,099
|
|
|
Enterprise Value Waterfall (Discounted cash flow)
|
|
Discount Rate
|
|
7.3%-15.9%
|
|
11.6%
|
|
Senior Secured Debt
|
|
1,630
|
|
|
Liquidation Analysis
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Senior Secured Debt (1)
|
|
269,166
|
|
|
Enterprise Value Waterfall
|
|
Loss-adjusted discount rate
|
|
3.0%-14.2%
|
|
10.6%
|
|
Senior Secured Debt (2)
|
|
291,315
|
|
|
Enterprise Value Waterfall (NAV Analysis)
|
|
Capitalization Rate
|
|
3.4%-8.0%
|
|
6.1%
|
|
Senior Secured Debt (2)
|
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
6.5%-7.5%
|
|
7.0%
|
||
Subordinated Secured Debt
|
|
665,405
|
|
|
Discounted Cash Flow
(Yield analysis)
|
|
Market Yield
|
|
5.9%-27.0%
|
|
11.4%
|
|
Subordinated Secured Debt
|
|
111,847
|
|
|
Enterprise Value Waterfall (Market approach)
|
|
EBITDA Multiple
|
|
6.3x-8.0x
|
|
7.3x
|
|
Subordinated Secured Debt (3)
|
|
329,788
|
|
|
Enterprise Value Waterfall (Market approach)
|
|
Book Value Multiple
|
|
1.2x-2.8x
|
|
2.4x
|
|
Subordinated Secured Debt (3)
|
|
|
|
Enterprise Value Waterfall (Market approach)
|
|
Earnings Multiple
|
|
7.5x-12.0x
|
|
11.0x
|
||
Subordinated Unsecured Debt
|
|
44,434
|
|
|
Enterprise Value Waterfall (Market approach)
|
|
EBITDA Multiple
|
|
5.8x-8.5x
|
|
7.7x
|
|
Small Business Loans (4)
|
|
7,964
|
|
|
Discounted Cash Flow
|
|
Loss-adjusted Discount Rate
|
|
3.0%-25.9%
|
|
25.9%
|
|
CLO Residual Interest
|
|
1,079,712
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
12.0%-21.9%
|
|
15.7%
|
|
Preferred Equity
|
|
10,992
|
|
|
Enterprise Value Waterfall (Market approach)
|
|
EBITDA Multiple
|
|
4.0x-9.0x
|
|
4.8x
|
|
Preferred Equity
|
|
72,216
|
|
|
Enterprise Value Waterfall (Market approach)
|
|
Revenue Multiple
|
|
2.3x-2.8x
|
|
2.6x
|
|
Common Equity/Interests/Warrants
|
|
46,373
|
|
|
Enterprise Value Waterfall (Market approach)
|
|
EBITDA Multiple
|
|
4.0x-8.5x
|
|
6.0x
|
|
Common Equity/Interests/Warrants
|
|
22,671
|
|
|
Enterprise Value Waterfall (Market approach)
|
|
Revenue Multiple
|
|
0.3x-2.8x
|
|
1.2x
|
|
Common Equity/Interests/Warrants (1)
|
|
93,801
|
|
|
Enterprise Value Waterfall
|
|
Loss-adjusted discount rate
|
|
3.0%-14.2%
|
|
10.6%
|
|
Common Equity/Interests/Warrants (2)
|
|
244,245
|
|
|
Enterprise Value Waterfall (NAV analysis)
|
|
Capitalization Rate
|
|
3.4%-8.0%
|
|
6.1%
|
|
Common Equity/Interests/Warrants (2)
|
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
6.5%-7.5%
|
|
7.0%
|
||
Common Equity/Interests/Warrants (2)
|
|
134,481
|
|
|
Enterprise Value Waterfall (Market approach)
|
|
Book Value Multiple
|
|
1.2x-2.8x
|
|
2.3x
|
|
Common Equity/Interests/Warrants (2)
|
|
|
|
Enterprise Value Waterfall (Market approach)
|
|
Earnings Multiple
|
|
7.5x-12.0x
|
|
10.8x
|
||
Common Equity/Interests/Warrants (5)
|
|
88,777
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
6.5%-7.5%
|
|
7.0%
|
|
Common Equity/Interests/Warrants
|
|
28,858
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
6.4%-18.0%
|
|
11.8%
|
|
Common Equity/Interests/Warrants
|
|
29,672
|
|
|
Liquidation Analysis
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Escrow Receivable
|
|
864
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
6.4%-7.5%
|
|
7.0%
|
|
Total Level 3 Investments
|
|
$
|
5,838,305
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents an investment in a subsidiary of our controlled investment NPRC. The Enterprise Value Waterfall analysis of NPRC includes the fair value of the investments in such indirect subsidiary’s consumer loans purchased from online consumer lending platforms, which are valued using a discounted cash flow valuation technique. The key unobservable input to the discounted cash flow analysis is noted in the table. In addition, the valuation also used projected loss rates as an unobservable input ranging from 0.16-18.46%, with a weighted average of 8.57%.
|
(2)
|
Represents our REIT investments. EV waterfall methodology uses both the net asset value analysis and discounted cash flow analysis, which are weighted equally (50%).
|
(3)
|
Represents investments in consumer finance subsidiaries. The enterprise value waterfall methodology utilizes book value and earnings multiples, as noted above. In addition, the valuation of certain consumer finance companies utilizes the discounted cash flow technique whereby the significant unobservable input is the discount rate. For these companies each valuation technique (book value multiple, earnings multiple and discount rate) is weighted equally. For these companies the discount rate ranged from 13.5% to 18.0% with a weighted average of 14.7%.
|
(4)
|
Includes our investments in small business whole loans purchased from OnDeck. Valuation also used projected loss rates as an unobservable input ranging from 0.01%-1.16%, with a weighted average of 0.88%.
|
(5)
|
Represents net operating income interests in our REIT investments.
|
|
|
|
|
|
|
Unobservable Input
|
||||||
Asset Category
|
|
Fair Value
|
|
Primary Valuation Approach or Technique
|
|
Input
|
|
Range
|
|
Weighted
Average
|
||
Senior Secured Debt
|
|
$
|
2,167,389
|
|
|
Discounted Cash Flow
(Yield analysis)
|
|
Market Yield
|
|
5.3%-27.6%
|
|
11.6%
|
Senior Secured Debt
|
|
115,893
|
|
|
Enterprise Value Waterfall (Market approach)
|
|
EBITDA Multiple
|
|
4.5x-6.8x
|
|
5.9x
|
|
Senior Secured Debt
|
|
64,418
|
|
|
Enterprise Value Waterfall (Market approach)
|
|
Revenue Multiple
|
|
0.4x-0.6x
|
|
0.5x
|
|
Senior Secured Debt
|
|
37,856
|
|
|
Enterprise Value Waterfall (Discounted cash flow)
|
|
Discount Rate
|
|
6.5%-8.5%
|
|
7.5%
|
|
Senior Secured Debt
|
|
7,972
|
|
|
Liquidation Analysis
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Senior Secured Debt (1)
|
|
99,972
|
|
|
Enterprise Value Waterfall
|
|
Loss-adjusted discount rate
|
|
3.0%-18.0%
|
|
13.5%
|
|
Senior Secured Debt (2)
|
|
461,496
|
|
|
Enterprise Value Waterfall (NAV Analysis)
|
|
Capitalization Rate
|
|
3.4%-8.3%
|
|
5.9%
|
|
Senior Secured Debt (2)
|
|
|
|
Enterprise Value Waterfall (Income approach)
|
|
Discount Rate
|
|
6.5%-7.5%
|
|
7.0%
|
||
Subordinated Secured Debt
|
|
871,593
|
|
|
Discounted Cash Flow
(Yield Analysis)
|
|
Market Yield
|
|
5.3%-25.7%
|
|
12.6%
|
|
Subordinated Secured Debt
|
|
28,622
|
|
|
Enterprise Value Waterfall (Market approach)
|
|
EBITDA Multiple
|
|
7.0x-8.0x
|
|
7.5x
|
|
Subordinated Secured Debt (3)
|
|
309,389
|
|
|
Enterprise Value Waterfall (Market approach)
|
|
Book Value Multiple
|
|
1.2x-3.7x
|
|
2.5x
|
|
Subordinated Secured Debt (3)
|
|
|
|
Enterprise Value Waterfall (Market approach)
|
|
Earnings Multiple
|
|
7.0x-11.0x
|
|
10.2x
|
||
Subordinated Unsecured Debt
|
|
30,781
|
|
|
Discounted Cash Flow
(Yield Analysis)
|
|
Market Yield
|
|
14.1%-71.9%
|
|
28.9%
|
|
Subordinated Unsecured Debt
|
|
37,577
|
|
|
Enterprise Value Waterfall (Market approach)
|
|
EBITDA Multiple
|
|
5.8x-8.5x
|
|
7.7x
|
|
Small Business Loans (4)
|
|
14,215
|
|
|
Discounted Cash Flow
|
|
Loss-Adjusted Discount Rate
|
|
12.7%-33.6%
|
|
21.8%
|
|
CLO Residual Interest
|
|
1,009,696
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
15.6%-23.9%
|
|
18.0%
|
|
Preferred Equity (6)
|
|
76,081
|
|
|
Enterprise Value Waterfall (Market approach)
|
|
EBITDA Multiple
|
|
4.5x-7.0x
|
|
6.7x
|
|
Preferred Equity
|
|
2,842
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
6.2%-7.3%
|
|
6.8%
|
|
Common Equity/Interests/Warrants (7)
|
|
92,391
|
|
|
Enterprise Value Waterfall (Market approach)
|
|
EBITDA Multiple
|
|
4.8x-9.0x
|
|
6.0x
|
|
Common Equity/Interests/Warrants (2)
|
|
215,490
|
|
|
Enterprise Value Waterfall (NAV analysis)
|
|
Capitalization Rate
|
|
3.4%-8.3%
|
|
5.9%
|
|
Common Equity/Interests/Warrants (2)
|
|
|
|
Enterprise Value Waterfall (Income approach)
|
|
Discount Rate
|
|
6.5%-7.5%
|
|
7.0%
|
||
Common Equity/Interests/Warrants (3)
|
|
127,727
|
|
|
Enterprise Value Waterfall (Market approach)
|
|
Book Value Multiple
|
|
1.2x-3.7x
|
|
2.3x
|
|
Common Equity/Interests/Warrants (3)
|
|
|
|
Enterprise Value Waterfall (Market approach)
|
|
Earnings Multiple
|
|
7.0x-11.0x
|
|
10.0x
|
||
Common Equity/Interests/Warrants (5)
|
|
66,973
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
6.5%-7.5%
|
|
7.0%
|
|
Common Equity/Interests/Warrants
|
|
22,965
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
6.5%-8.5%
|
|
7.5%
|
|
Common Equity/Interests/Warrants
|
|
3,616
|
|
|
Discounted Cash Flow
(Yield analysis)
|
|
Market Yield
|
|
16.0%-18.0%
|
|
17.0%
|
|
Common Equity/Interests/Warrants
|
|
26,638
|
|
|
Liquidation Analysis
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Escrow Receivable
|
|
6,116
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
6.2%-7.5%
|
|
6.8%
|
|
Total Level 3 Investments
|
|
$
|
5,897,708
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents an investment in a subsidiary of our controlled investment NPRC. The Enterprise Value Waterfall analysis of NPRC includes the fair value of the investments in such indirect subsidiary’s consumer loans purchased from online consumer lending platforms, which are valued using a discounted cash flow valuation technique. The key unobservable input to the discounted cash flow analysis is noted in the table. In addition, the valuation also used projected loss rates as an unobservable input ranging from 1.07%-24.50%, with a weighted average of 10.58%.
|
(2)
|
Represents our REIT investments. EV waterfall methodology uses both the net asset value analysis and discounted cash flow analysis, which are weighted equally (50%).
|
(3)
|
Represents investments in consumer finance subsidiaries. The enterprise value waterfall methodology utilizes book value and earnings multiples, as noted above. In addition, the valuation of certain consumer finance companies utilizes the discounted cash flow technique whereby the significant unobservable input is the discount rate. For these companies the discount rate ranged from 14.5% to 18.0% with a weighted average of 15.7%. For these companies each valuation technique (using the book value multiple, earnings multiple and discount rate) is weighted equally.
|
(4)
|
Includes our investments in small business whole loans purchased from OnDeck. Valuation also used projected loss rates as an unobservable input ranging from 0.71%-5.25%, with a weighted average of 1.22%.
|
(5)
|
Represents net operating income interests in our REIT investments.
|
(6)
|
In addition, the valuation of certain controlled energy companies utilizes the discounted cash flow technique whereby the significant unobservable input is the discount rate. For these companies the discounted rate ranged from 20.0% to 21.0% with a weighted average of 20.5%. For these companies each valuation technique is weighted equally.
|
(7)
|
In addition, the valuation of certain energy companies utilizes the discounted cash flow technique whereby the significant unobservable input is the discount rate. For these companies the discounted rate ranged from 20.5% to 21.5% with a weighted average of 21.0%. For these companies each valuation technique is weighted equally.
|
Loan Type
|
|
Outstanding Principal Balance
|
|
Fair Value
|
|
Weighted Average Interest Rate*
|
||||
Super Prime
|
|
$
|
41,293
|
|
|
$
|
40,264
|
|
|
11.8%
|
Prime
|
|
117,505
|
|
|
112,159
|
|
|
15.8%
|
||
Near Prime
|
|
495,467
|
|
|
465,293
|
|
|
26.9%
|
No.
|
|
Property Name
|
|
City
|
|
Acquisition
Date |
|
Purchase
Price |
|
Mortgage
Outstanding |
||||
1
|
|
Filet of Chicken
|
|
Forest Park, GA
|
|
10/24/2012
|
|
$
|
7,400
|
|
|
$
|
—
|
|
2
|
|
5100 Live Oaks Blvd, LLC
|
|
Tampa, FL
|
|
1/17/2013
|
|
63,400
|
|
|
46,700
|
|
||
3
|
|
Lofton Place, LLC
|
|
Tampa, FL
|
|
4/30/2013
|
|
26,000
|
|
|
20,350
|
|
||
4
|
|
Arlington Park Marietta, LLC
|
|
Marietta, GA
|
|
5/8/2013
|
|
14,850
|
|
|
9,650
|
|
||
5
|
|
NPRC Carroll Resort, LLC
|
|
Pembroke Pines, FL
|
|
6/24/2013
|
|
225,000
|
|
|
178,970
|
|
||
6
|
|
Cordova Regency, LLC
|
|
Pensacola, FL
|
|
11/15/2013
|
|
13,750
|
|
|
11,375
|
|
||
7
|
|
Crestview at Oakleigh, LLC
|
|
Pensacola, FL
|
|
11/15/2013
|
|
17,500
|
|
|
13,845
|
|
||
8
|
|
Inverness Lakes, LLC
|
|
Mobile, AL
|
|
11/15/2013
|
|
29,600
|
|
|
24,700
|
|
||
9
|
|
Kings Mill Pensacola, LLC
|
|
Pensacola, FL
|
|
11/15/2013
|
|
20,750
|
|
|
17,550
|
|
||
10
|
|
Plantations at Pine Lake, LLC
|
|
Tallahassee, FL
|
|
11/15/2013
|
|
18,000
|
|
|
14,092
|
|
||
11
|
|
Verandas at Rocky Ridge, LLC
|
|
Birmingham, AL
|
|
11/15/2013
|
|
15,600
|
|
|
10,205
|
|
||
12
|
|
Matthews Reserve II, LLC
|
|
Matthews, NC
|
|
11/19/2013
|
|
22,063
|
|
|
19,934
|
|
||
13
|
|
City West Apartments II, LLC
|
|
Orlando, FL
|
|
11/19/2013
|
|
23,562
|
|
|
23,293
|
|
||
14
|
|
Vinings Corner II, LLC
|
|
Smyrna, GA
|
|
11/19/2013
|
|
35,691
|
|
|
32,943
|
|
||
15
|
|
Uptown Park Apartments II, LLC
|
|
Altamonte Springs, FL
|
|
11/19/2013
|
|
36,590
|
|
|
29,809
|
|
||
16
|
|
St. Marin Apartments II, LLC
|
|
Coppell, TX
|
|
11/19/2013
|
|
73,078
|
|
|
62,441
|
|
||
17
|
|
Atlanta Eastwood Village LLC
|
|
Stockbridge, GA
|
|
12/12/2013
|
|
25,957
|
|
|
22,906
|
|
||
18
|
|
Atlanta Monterey Village LLC
|
|
Jonesboro, GA
|
|
12/12/2013
|
|
11,501
|
|
|
11,145
|
|
||
19
|
|
Atlanta Hidden Creek LLC
|
|
Morrow, GA
|
|
12/12/2013
|
|
5,098
|
|
|
4,771
|
|
||
20
|
|
Atlanta Meadow Springs LLC
|
|
College Park, GA
|
|
12/12/2013
|
|
13,116
|
|
|
13,121
|
|
||
21
|
|
Atlanta Meadow View LLC
|
|
College Park, GA
|
|
12/12/2013
|
|
14,354
|
|
|
13,176
|
|
||
22
|
|
Atlanta Peachtree Landing LLC
|
|
Fairburn, GA
|
|
12/12/2013
|
|
17,224
|
|
|
15,606
|
|
||
23
|
|
APH Carroll Bartram Park, LLC
|
|
Jacksonville, FL
|
|
12/31/2013
|
|
38,000
|
|
|
27,639
|
|
||
24
|
|
Plantations at Hillcrest, LLC
|
|
Mobile, AL
|
|
1/17/2014
|
|
6,930
|
|
|
4,786
|
|
||
25
|
|
Crestview at Cordova, LLC
|
|
Pensacola, FL
|
|
1/17/2014
|
|
8,500
|
|
|
7,959
|
|
||
26
|
|
APH Carroll Atlantic Beach, LLC
|
|
Atlantic Beach, FL
|
|
1/31/2014
|
|
13,025
|
|
|
8,608
|
|
||
27
|
|
Taco Bell, OK
|
|
Yukon, OK
|
|
6/4/2014
|
|
1,719
|
|
|
—
|
|
||
28
|
|
Taco Bell, MO
|
|
Marshall, MO
|
|
6/4/2014
|
|
1,405
|
|
|
—
|
|
||
29
|
|
23 Mile Road Self Storage, LLC
|
|
Chesterfield, MI
|
|
8/19/2014
|
|
5,804
|
|
|
4,350
|
|
||
30
|
|
36th Street Self Storage, LLC
|
|
Wyoming, MI
|
|
8/19/2014
|
|
4,800
|
|
|
3,600
|
|
||
31
|
|
Ball Avenue Self Storage, LLC
|
|
Grand Rapids, MI
|
|
8/19/2014
|
|
7,281
|
|
|
5,460
|
|
||
32
|
|
Ford Road Self Storage, LLC
|
|
Westland, MI
|
|
8/29/2014
|
|
4,642
|
|
|
3,480
|
|
||
33
|
|
Ann Arbor Kalamazoo Self Storage, LLC
|
|
Ann Arbor, MI
|
|
8/29/2014
|
|
4,458
|
|
|
3,345
|
|
||
34
|
|
Ann Arbor Kalamazoo Self Storage, LLC
|
|
Ann Arbor, MI
|
|
8/29/2014
|
|
8,927
|
|
|
6,695
|
|
||
35
|
|
Ann Arbor Kalamazoo Self Storage, LLC
|
|
Kalamazoo, MI
|
|
8/29/2014
|
|
2,363
|
|
|
1,775
|
|
||
36
|
|
Canterbury Green Apartments Holdings LLC
|
|
Fort Wayne, IN
|
|
9/29/2014
|
|
85,500
|
|
|
74,169
|
|
||
37
|
|
Abbie Lakes OH Partners, LLC
|
|
Canal Winchester, OH
|
|
9/30/2014
|
|
12,600
|
|
|
13,055
|
|
||
38
|
|
Kengary Way OH Partners, LLC
|
|
Reynoldsburg, OH
|
|
9/30/2014
|
|
11,500
|
|
|
13,502
|
|
||
39
|
|
Lakeview Trail OH Partners, LLC
|
|
Canal Winchester, OH
|
|
9/30/2014
|
|
26,500
|
|
|
23,256
|
|
||
40
|
|
Lakepoint OH Partners, LLC
|
|
Pickerington, OH
|
|
9/30/2014
|
|
11,000
|
|
|
14,480
|
|
No.
|
|
Property Name
|
|
City
|
|
Acquisition
Date |
|
Purchase
Price |
|
Mortgage
Outstanding |
||||
41
|
|
Sunbury OH Partners, LLC
|
|
Columbus, OH
|
|
9/30/2014
|
|
13,000
|
|
|
14,115
|
|
||
42
|
|
Heatherbridge OH Partners, LLC
|
|
Blacklick, OH
|
|
9/30/2014
|
|
18,416
|
|
|
18,328
|
|
||
43
|
|
Jefferson Chase OH Partners, LLC
|
|
Blacklick, OH
|
|
9/30/2014
|
|
13,551
|
|
|
17,200
|
|
||
44
|
|
Goldenstrand OH Partners, LLC
|
|
Hilliard, OH
|
|
10/29/2014
|
|
7,810
|
|
|
9,600
|
|
||
45
|
|
Jolly Road Self Storage, LLC
|
|
Okemos, MI
|
|
1/16/2015
|
|
7,492
|
|
|
5,620
|
|
||
46
|
|
Eaton Rapids Road Self Storage, LLC
|
|
Lansing West, MI
|
|
1/16/2015
|
|
1,741
|
|
|
1,305
|
|
||
47
|
|
Haggerty Road Self Storage, LLC
|
|
Novi, MI
|
|
1/16/2015
|
|
6,700
|
|
|
5,025
|
|
||
48
|
|
Waldon Road Self Storage, LLC
|
|
Lake Orion, MI
|
|
1/16/2015
|
|
6,965
|
|
|
5,225
|
|
||
49
|
|
Tyler Road Self Storage, LLC
|
|
Ypsilanti, MI
|
|
1/16/2015
|
|
3,507
|
|
|
2,630
|
|
||
50
|
|
SSIL I, LLC
|
|
Aurora, IL
|
|
11/5/2015
|
|
34,500
|
|
|
26,450
|
|
||
51
|
|
Vesper Tuscaloosa, LLC
|
|
Tuscaloosa, AL
|
|
9/28/2016
|
|
54,500
|
|
|
41,250
|
|
||
52
|
|
Vesper Iowa City, LLC
|
|
Iowa City, IA
|
|
9/28/2016
|
|
32,750
|
|
|
24,825
|
|
||
53
|
|
Vesper Corpus Christi, LLC
|
|
Corpus Christi, TX
|
|
9/28/2016
|
|
14,250
|
|
|
10,800
|
|
||
54
|
|
Vesper Campus Quarters, LLC
|
|
Corpus Christi, TX
|
|
9/28/2016
|
|
18,350
|
|
|
14,175
|
|
||
55
|
|
Vesper College Station, LLC
|
|
College Station, TX
|
|
9/28/2016
|
|
41,500
|
|
|
32,058
|
|
||
56
|
|
Vesper Kennesaw, LLC
|
|
Kennesaw, GA
|
|
9/28/2016
|
|
57,900
|
|
|
44,727
|
|
||
57
|
|
Vesper Statesboro, LLC
|
|
Statesboro, GA
|
|
9/28/2016
|
|
7,500
|
|
|
5,292
|
|
||
58
|
|
Vesper Manhattan KS, LLC
|
|
Manhattan, KS
|
|
9/28/2016
|
|
23,250
|
|
|
15,921
|
|
||
59
|
|
JSIP Union Place, LLC
|
|
Franklin, MA
|
|
12/7/2016
|
|
64,750
|
|
|
51,800
|
|
||
60
|
|
9220 Old Lantern Way, LLC
|
|
Laurel, MD
|
|
1/30/2017
|
|
187,250
|
|
|
153,580
|
|
||
|
|
|
|
|
|
|
|
$
|
1,600,720
|
|
|
$
|
1,312,667
|
|
|
Asset Test
|
Income Test
|
Investment Test
|
|||
|
Greater than 10% but Less than 20%
|
Greater than 20%
|
Greater than 10% but Less than 20%
|
Greater than 20%
|
Greater than 10% but Less than 20%
|
Greater than 20%
|
Year Ended June 30, 2017
|
-
|
NPRC
|
First Tower Finance
USES
|
NPRC
|
NPRC
|
-
|
Year Ended June 30, 2016
|
-
|
NPRC
|
First Tower Finance
|
NPRC
|
NPRC
|
-
|
Year Ended June 30, 2015
|
NPRC
|
-
|
NPRC
|
First Tower Finance
Harbortouch(1)
|
-
|
-
|
|
December 31, 2016
|
December 31, 2015
|
||||
Balance Sheet Data
|
|
|
||||
Cash and cash equivalents
|
$
|
168
|
|
$
|
319
|
|
Accounts receivable, net
|
15,609
|
|
17,443
|
|
||
Property, plant and equipment, net
|
25,727
|
|
14,162
|
|
||
Intangibles, including goodwill
|
15,959
|
|
36,302
|
|
||
Other assets
|
1,700
|
|
9,031
|
|
||
Notes payable, due to Prospect or Affiliate
|
61,726
|
|
58,950
|
|
||
Other liabilities
|
6,469
|
|
29,440
|
|
||
Total equity
|
(9,032
|
)
|
(11,133
|
)
|
|
Year Ended December 31,
|
|||||
|
2016
|
2015
|
2014
|
|||
Summary of Operations
|
|
|
|
|||
Total revenue
|
68,287
|
|
106,248
|
|
102,695
|
|
Total expenses
|
92,496
|
|
130,416
|
|
138,336
|
|
Net (loss) income
|
(24,209
|
)
|
(24,168
|
)
|
(35,641
|
)
|
|
2017 Notes
|
|
|
2018 Notes
|
|
|
2019 Notes
|
|
|
2020 Notes
|
|
|
2022 Notes
|
|
|||||
Initial conversion rate(1)
|
85.8442
|
|
|
82.3451
|
|
|
79.7766
|
|
|
80.6647
|
|
|
100.2305
|
|
|||||
Initial conversion price
|
$
|
11.65
|
|
|
$
|
12.14
|
|
|
$
|
12.54
|
|
|
$
|
12.40
|
|
|
$
|
9.98
|
|
Conversion rate at June 30, 2017(1)(2)
|
87.7516
|
|
|
84.1497
|
|
|
79.8360
|
|
|
80.6670
|
|
|
100.2305
|
|
|||||
Conversion price at
June 30
, 2017(2)(3)
|
$
|
11.40
|
|
|
$
|
11.88
|
|
|
$
|
12.53
|
|
|
$
|
12.40
|
|
|
$
|
9.98
|
|
Last conversion price calculation date
|
4/16/2017
|
|
|
8/14/2016
|
|
|
12/21/2016
|
|
|
4/11/2017
|
|
|
4/11/2017
|
|
|||||
Dividend threshold amount (per share)(4)
|
$
|
0.101500
|
|
|
$
|
0.101600
|
|
|
$
|
0.110025
|
|
|
$
|
0.110525
|
|
|
$
|
0.083330
|
|
(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 will increase only if the current monthly dividends (per share) exceed the dividend threshold amount (per share).
|
(4)
|
The conversion rate is increased if monthly cash dividends paid to common shares exceed the monthly dividend threshold amount, subject to adjustment. Current dividend rates are at or below the minimum dividend threshold amount for further conversion rate adjustments for all bonds.
|
Tenor at
Origination (in years) |
|
Principal
Amount |
|
Interest Rate
Range |
|
Weighted
Average Interest Rate |
|
Maturity Date Range
|
|||
5
|
|
$
|
138,882
|
|
|
4.75%–5.50%
|
|
5.08
|
%
|
|
July 15, 2021 – June 15, 2022
|
Tenor at
Origination (in years) |
|
Principal
Amount |
|
Interest Rate
Range |
|
Weighted
Average Interest Rate |
|
Maturity Date Range
|
|||
5
|
|
$
|
51,503
|
|
|
4.63%–6.00%
|
|
5.12
|
%
|
|
July 15, 2020 – June 15, 2021
|
6.5
|
|
35,155
|
|
|
5.10%–5.25%
|
|
5.25
|
%
|
|
January 15, 2022 – May 15, 2022
|
|
7
|
|
990
|
|
|
5.63%–6.00%
|
|
5.77
|
%
|
|
November 15, 2022 – December 15, 2022
|
|
10
|
|
787
|
|
|
5.13%–6.00%
|
|
5.33
|
%
|
|
November 15, 2025 – December 15, 2025
|
|
|
|
$
|
88,435
|
|
|
|
|
|
|
|
Tenor at
Origination (in years) |
|
Principal
Amount |
|
Interest Rate
Range |
|
Weighted
Average Interest Rate |
|
Maturity Date Range
|
|||
4
|
|
$
|
39,038
|
|
|
3.75%–4.00%
|
|
3.92
|
%
|
|
November 15, 2017 – May 15, 2018
|
5
|
|
354,805
|
|
|
4.25%–5.50%
|
|
5.00
|
%
|
|
July 15, 2018 – June 15, 2022
|
|
5.2
|
|
4,440
|
|
|
4.63%
|
|
4.63
|
%
|
|
August 15, 2020 – September 15, 2020
|
|
5.3
|
|
2,686
|
|
|
4.63%
|
|
4.63
|
%
|
|
September 15, 2020
|
|
5.4
|
|
5,000
|
|
|
4.75%
|
|
4.75
|
%
|
|
August 15, 2019
|
|
5.5
|
|
109,068
|
|
|
4.25%–5.00%
|
|
4.67
|
%
|
|
February 15, 2019 – November 15, 2020
|
|
6
|
|
2,182
|
|
|
4.88%
|
|
4.88
|
%
|
|
April 15, 2021 – May 15, 2021
|
|
6.5
|
|
40,702
|
|
|
5.10%–5.50%
|
|
5.24
|
%
|
|
February 15, 2020 – May 15, 2022
|
|
7
|
|
191,356
|
|
|
4.00%–6.55%
|
|
5.38
|
%
|
|
June 15, 2019 – December 15, 2022
|
|
7.5
|
|
1,996
|
|
|
5.75%
|
|
5.75
|
%
|
|
February 15, 2021
|
|
10
|
|
37,509
|
|
|
4.27%–7.00%
|
|
6.20
|
%
|
|
March 15, 2022 – December 15, 2025
|
|
12
|
|
2,978
|
|
|
6.00%
|
|
6.00
|
%
|
|
November 15, 2025 – December 15, 2025
|
|
15
|
|
17,245
|
|
|
5.25%–6.00%
|
|
5.36
|
%
|
|
May 15, 2028 – November 15, 2028
|
|
18
|
|
21,532
|
|
|
4.13%–6.25%
|
|
5.47
|
%
|
|
December 15, 2030 – August 15, 2031
|
|
20
|
|
4,248
|
|
|
5.63%–6.00%
|
|
5.84
|
%
|
|
November 15, 2032 – October 15, 2033
|
|
25
|
|
34,218
|
|
|
6.25%–6.50%
|
|
6.39
|
%
|
|
August 15, 2038 – May 15, 2039
|
|
30
|
|
111,491
|
|
|
5.50%–6.75%
|
|
6.22
|
%
|
|
November 15, 2042 – October 15, 2043
|
|
|
|
$
|
980,494
|
|
|
|
|
|
|
|
|
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
|
|
259,191
|
|
|
4.25%–5.75%
|
|
|
4.95
|
%
|
|
July 15, 2018 – June 15, 2021
|
|
5.2
|
|
4,440
|
|
|
4.63
|
%
|
|
4.63
|
%
|
|
August 15, 2020 – September 15, 2020
|
|
5.3
|
|
2,686
|
|
|
4.63
|
%
|
|
4.63
|
%
|
|
September 15, 2020
|
|
5.4
|
|
5,000
|
|
|
4.75
|
%
|
|
4.75
|
%
|
|
August 15, 2019
|
|
5.5
|
|
109,808
|
|
|
4.25%–5.00%
|
|
|
4.65
|
%
|
|
February 15, 2019 – November 15, 2020
|
|
6
|
|
2,197
|
|
|
3.38
|
%
|
|
3.38
|
%
|
|
April 15, 2021 – May 15, 2021
|
|
6.5
|
|
40,867
|
|
|
5.10%–5.50%
|
|
|
5.24
|
%
|
|
February 15, 2020 – May 15, 2022
|
|
7
|
|
192,076
|
|
|
4.00%–6.55%
|
|
|
5.13
|
%
|
|
June 15, 2019 – December 15, 2022
|
|
7.5
|
|
1,996
|
|
|
5.75
|
%
|
|
5.75
|
%
|
|
February 15, 2021
|
|
10
|
|
37,533
|
|
|
3.62%–7.00%
|
|
|
6.11
|
%
|
|
March 15, 2022 – December 15, 2025
|
|
12
|
|
2,978
|
|
|
6.00
|
%
|
|
6.00
|
%
|
|
November 15, 2025 – December 15, 2025
|
|
15
|
|
17,325
|
|
|
5.25%–6.00%
|
|
|
5.36
|
%
|
|
May 15, 2028 – November 15, 2028
|
|
18
|
|
22,303
|
|
|
4.13%–6.25%
|
|
|
5.53
|
%
|
|
December 15, 2030 – August 15, 2031
|
|
20
|
|
4,462
|
|
|
5.63%–6.00%
|
|
|
5.89
|
%
|
|
November 15, 2032 – October 15, 2033
|
|
25
|
|
35,110
|
|
|
6.25%–6.50%
|
|
|
6.39
|
%
|
|
August 15, 2038 – May 15, 2039
|
|
30
|
|
116,327
|
|
|
5.50%–6.75%
|
|
|
6.23
|
%
|
|
November 15, 2042 – October 15, 2043
|
|
|
|
$
|
908,808
|
|
|
|
|
|
|
|
|
|
|
Principal Outstanding
|
|
Unamortized Discount & Debt Issuance Costs
|
|
Net Carrying Value
|
|
Fair Value
(1) |
|
Effective Interest Rate
|
|
||||||||||||
Revolving Credit Facility
(2)
|
$
|
—
|
|
|
$
|
4,779
|
|
|
$
|
—
|
|
(3
|
)
|
$
|
—
|
|
|
1ML+2.25%
|
|
(6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2017 Notes
|
50,734
|
|
|
77
|
|
|
50,657
|
|
|
51,184
|
|
(4
|
)
|
5.91
|
%
|
(7
|
)
|
|||||
2018 Notes
|
85,419
|
|
|
394
|
|
|
85,025
|
|
|
87,660
|
|
(4
|
)
|
6.42
|
%
|
(7
|
)
|
|||||
2019 Notes
|
200,000
|
|
|
1,846
|
|
|
198,154
|
|
|
206,614
|
|
(4
|
)
|
6.51
|
%
|
(7
|
)
|
|||||
2020 Notes
|
392,000
|
|
|
6,458
|
|
|
385,542
|
|
|
394,689
|
|
(4
|
)
|
5.38
|
%
|
(7
|
)
|
|||||
2022 Notes
|
225,000
|
|
|
6,737
|
|
|
218,263
|
|
|
223,875
|
|
(4
|
)
|
5.63
|
%
|
(7
|
)
|
|||||
Convertible Notes
|
953,153
|
|
|
|
|
937,641
|
|
|
964,022
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
5.00% 2019 Notes
|
300,000
|
|
|
1,705
|
|
|
298,295
|
|
|
308,439
|
|
(4
|
)
|
5.29
|
%
|
(7
|
)
|
|||||
2023 Notes
|
250,000
|
|
|
4,087
|
|
|
245,913
|
|
|
258,045
|
|
(4
|
)
|
6.22
|
%
|
(7
|
)
|
|||||
2024 Notes
|
199,281
|
|
|
5,189
|
|
|
194,092
|
|
|
207,834
|
|
(4
|
)
|
6.72
|
%
|
(7
|
)
|
|||||
Public Notes
|
749,281
|
|
|
|
|
738,300
|
|
|
774,318
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prospect Capital InterNotes
®
|
980,494
|
|
|
14,240
|
|
|
966,254
|
|
|
1,003,852
|
|
(5
|
)
|
5.55
|
%
|
(8
|
)
|
|||||
Total
|
$
|
2,682,928
|
|
|
|
|
$
|
2,642,195
|
|
|
$
|
2,742,192
|
|
|
|
|
(1)
|
As permitted by ASC 825-10-25, we have not elected to value our Revolving Credit Facility, Convertible Notes, Public Notes and Prospect Capital InterNotes® at fair value. The fair value of these debt obligations are categorized as Level 2 under ASC 820 as of June 30, 2017.
|
(2)
|
The maximum draw amount of the Revolving Credit facility as of June 30, 2017 is $885,000.
|
(3)
|
Net Carrying Value excludes deferred financing costs associated with the Revolving Credit Facility. See Note 2 for accounting policy details.
|
(4)
|
We use available market quotes to estimate the fair value of the Convertible Notes and Public Notes.
|
(5)
|
The fair value of Prospect Capital InterNotes® is estimated by discounting remaining payments using current Treasury rates plus spread.
|
(6)
|
Represents the rate on drawn down and outstanding balances. Deferred debt issuance costs are amortized on a straight-line method over the stated life of the obligation.
|
(7)
|
The effective interest rate is equal to the effect of the stated interest, the accretion of original issue discount and amortization of debt issuance costs. For the 2024 Notes, the rate presented is a combined effective interest rate of the 2024 Notes and 2024 Notes Follow-on Program.
|
(8)
|
For the Prospect Capital InterNotes®, the rate presented is the weighted average effective interest rate. Interest expense and deferred debt issuance costs, which are amortized on a straight-line method over the stated life of the obligation, are weighted against the average year-to-date principal balance.
|
|
Principal Outstanding
|
|
Unamortized Discount & Debt Issuance Costs
|
|
Net Carrying Value
|
|
Fair Value
(1)
|
|
Effective Interest Rate
|
|
||||||||||||
Revolving Credit Facility
(2)
|
$
|
—
|
|
|
$
|
7,525
|
|
|
$
|
—
|
|
(3
|
)
|
$
|
—
|
|
|
1ML+2.25%
|
|
(6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2016 Notes
|
167,500
|
|
|
141
|
|
|
167,359
|
|
|
167,081
|
|
(4
|
)
|
6.18
|
%
|
(7
|
)
|
|||||
2017 Notes
|
129,500
|
|
|
852
|
|
|
128,648
|
|
|
130,762
|
|
(4
|
)
|
5.91
|
%
|
(7
|
)
|
|||||
2018 Notes
|
200,000
|
|
|
2,162
|
|
|
197,838
|
|
|
204,000
|
|
(4
|
)
|
6.42
|
%
|
(7
|
)
|
|||||
2019 Notes
|
200,000
|
|
|
2,952
|
|
|
197,048
|
|
|
202,000
|
|
(4
|
)
|
6.51
|
%
|
(7
|
)
|
|||||
2020 Notes
|
392,000
|
|
|
8,532
|
|
|
383,468
|
|
|
376,881
|
|
(4
|
)
|
5.38
|
%
|
(7
|
)
|
|||||
Convertible Notes
|
1,089,000
|
|
|
|
|
1,074,361
|
|
|
1,080,724
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2023 Notes
|
250,000
|
|
|
4,670
|
|
|
245,330
|
|
|
252,355
|
|
(4
|
)
|
6.22
|
%
|
(7
|
)
|
|||||
5.00% 2019 Notes
|
300,000
|
|
|
2,476
|
|
|
297,524
|
|
|
302,442
|
|
(4
|
)
|
5.29
|
%
|
(7
|
)
|
|||||
2024 Notes
|
161,380
|
|
|
4,866
|
|
|
156,514
|
|
|
159,250
|
|
(4
|
)
|
6.52
|
%
|
(7
|
)
|
|||||
Public Notes
|
711,380
|
|
|
|
|
699,368
|
|
|
714,047
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prospect Capital InterNotes
®
|
908,808
|
|
|
15,598
|
|
|
893,210
|
|
|
894,840
|
|
(5
|
)
|
5.51
|
%
|
(8
|
)
|
|||||
Total
|
$
|
2,709,188
|
|
|
|
|
$
|
2,666,939
|
|
|
$
|
2,689,611
|
|
|
|
|
(1)
|
As permitted by ASC 825-10-25, we have not elected to value our Revolving Credit Facility, Convertible Notes, Public Notes and Prospect Capital InterNotes® at fair value. The fair value of these debt obligations are categorized as Level 2 under ASC 820 as of June 30, 2016.
|
(2)
|
The maximum draw amount of the Revolving Credit facility as of June 30, 2016 is $885,000.
|
(3)
|
Net Carrying Value excludes deferred financing costs associated with the Revolving Credit Facility. See Note 2 for accounting policy details.
|
(4)
|
We use available market quotes to estimate the fair value of the Convertible Notes and Public Notes.
|
(5)
|
The fair value of Prospect Capital InterNotes® is estimated by discounting remaining payments using current Treasury rates plus spread.
|
(6)
|
Represents the rate on drawn down and outstanding balances. Deferred debt issuance costs are amortized on a straight-line method over the stated life of the obligation.
|
(7)
|
The effective interest rate is equal to the effect of the stated interest, the accretion of original issue discount and amortization of debt issuance costs. For the 2024 Notes, the rate presented is a combined effective interest rate of the 2024 Notes and 2024 Notes Follow-on Program.
|
(8)
|
For the Prospect Capital InterNotes®, the rate presented is the weighted average effective interest rate. Interest expense and deferred debt issuance costs, which are amortized on a straight-line method over the stated life of the obligation, are weighted against the average year-to-date principal balance.
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than 1 Year
|
|
1 – 3 Years
|
|
3 – 5 Years
|
|
After 5 Years
|
||||||||||
Revolving Credit Facility
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Convertible Notes
|
953,153
|
|
|
136,153
|
|
|
592,000
|
|
|
—
|
|
|
225,000
|
|
|||||
Public Notes
|
749,281
|
|
|
—
|
|
|
300,000
|
|
|
—
|
|
|
449,281
|
|
|||||
Prospect Capital InterNotes®
|
980,494
|
|
|
39,038
|
|
|
325,661
|
|
|
399,490
|
|
|
216,305
|
|
|||||
Total Contractual Obligations
|
$
|
2,682,928
|
|
|
$
|
175,191
|
|
|
$
|
1,217,661
|
|
|
$
|
399,490
|
|
|
$
|
890,586
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than 1 Year
|
|
1 – 3 Years
|
|
3 – 5 Years
|
|
After 5 Years
|
||||||||||
Revolving Credit Facility
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Convertible Notes
|
1,089,000
|
|
|
167,500
|
|
|
529,500
|
|
|
392,000
|
|
|
—
|
|
|||||
Public Notes
|
711,380
|
|
|
—
|
|
|
—
|
|
|
300,000
|
|
|
411,380
|
|
|||||
Prospect Capital InterNotes®
|
908,808
|
|
|
8,819
|
|
|
257,198
|
|
|
360,599
|
|
|
282,192
|
|
|||||
Total Contractual Obligations
|
$
|
2,709,188
|
|
|
$
|
176,319
|
|
|
$
|
786,698
|
|
|
$
|
1,052,599
|
|
|
$
|
693,572
|
|
Repurchases of Common Stock
|
Year Ended June 30, 2016
|
||
Dollar amount repurchased
|
$
|
34,140
|
|
Shares Repurchased
|
4,708,750
|
|
|
Weighted average price per share
|
$
|
7.25
|
|
Weighted average discount to June 30, 2015 Net Asset Value
|
30
|
%
|
(1)
|
Shares were issued in connection with our at-the-market offering program which we enter into from time to time with various counterparties.
|
•
|
$0.08333 per share for July 2017 to holders of record on July 31, 2017 with a payment date of August 24, 2017.
|
•
|
$0.08333 per share for August 2017 to holders of record on August 31, 2017 with a payment date of September 21, 2017.
|
|
Year Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net increase in net assets resulting from operations
|
$
|
252,906
|
|
|
$
|
103,362
|
|
|
$
|
346,339
|
|
Weighted average common shares outstanding
|
358,841,714
|
|
|
356,134,297
|
|
|
353,648,522
|
|
|||
Net increase in net assets resulting from operations per share
|
$
|
0.70
|
|
|
$
|
0.29
|
|
|
$
|
0.98
|
|
|
|
Tax Year Ended August 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Ordinary income
|
|
$
|
355,985
|
|
|
$
|
413,640
|
|
|
$
|
413,051
|
|
Capital gain
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Return of capital
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total distributions paid to shareholders
|
|
$
|
355,985
|
|
|
$
|
413,640
|
|
|
$
|
413,051
|
|
|
|
Tax Year Ended August 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net increase in net assets resulting from operations
|
|
$
|
262,831
|
|
|
$
|
360,572
|
|
|
$
|
317,671
|
|
Net realized loss on investments
|
|
22,666
|
|
|
164,230
|
|
|
28,244
|
|
|||
Net unrealized losses (gains) on investments
|
|
73,181
|
|
|
(157,745
|
)
|
|
24,638
|
|
|||
Other temporary book-to-tax differences
|
|
(56,036
|
)
|
|
98,289
|
|
|
(9,122
|
)
|
|||
Permanent differences
|
|
2,489
|
|
|
2,436
|
|
|
(4,317
|
)
|
|||
Taxable income before deductions for distributions
|
|
$
|
305,131
|
|
|
$
|
467,782
|
|
|
$
|
357,114
|
|
•
|
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, 2015
|
$
|
49
|
|
Year Ended June 30, 2015
|
$
|
576
|
|
Year Ended June 30, 2015
|
$
|
75
|
|
Year Ended June 30, 2015
|
$
|
730
|
|
Year Ended June 30, 2015
|
$
|
14,757
|
|
Year Ended June 30, 2016
|
7,306
|
|
|
Year Ended June 30, 2017
|
—
|
|
Year Ended June 30, 2015
|
$
|
4,529
|
|
Year Ended June 30, 2016
|
558
|
|
|
Year Ended June 30, 2017
|
—
|
|
Year Ended June 30, 2015
|
$
|
1,342
|
|
Year Ended June 30, 2016
|
899
|
|
|
Year Ended June 30, 2017
|
—
|
|
Year Ended June 30, 2015
|
$
|
590
|
|
Year Ended June 30, 2016
|
528
|
|
|
Year Ended June 30, 2017
|
—
|
|
June 30, 2016
|
$
|
86
|
|
June 30, 2017
|
—
|
|
Year Ended June 30, 2015
|
$
|
301
|
|
Year Ended June 30, 2016
|
860
|
|
|
Year Ended June 30, 2017
|
—
|
|
Year Ended June 30, 2015
|
$
|
6,721
|
|
Year Ended June 30, 2016
|
1,123
|
|
|
Year Ended June 30, 2017
|
—
|
|
Year Ended June 30, 2015
|
$
|
100
|
|
Year Ended June 30, 2016
|
50
|
|
|
Year Ended June 30, 2017
|
—
|
|
June 30, 2016
|
$
|
50
|
|
June 30, 2017
|
150
|
|
Year Ended June 30, 2015
|
$
|
450
|
|
Year Ended June 30, 2016
|
4,450
|
|
|
Year Ended June 30, 2017
|
450
|
|
Year Ended June 30, 2015
|
$
|
—
|
|
Year Ended June 30, 2016
|
1,918
|
|
|
Year Ended June 30, 2017
|
—
|
|
Year Ended June 30, 2015
|
$
|
—
|
|
Year Ended June 30, 2016
|
3,196
|
|
|
Year Ended June 30, 2017
|
123
|
|
Year Ended June 30, 2015
|
$
|
3,332
|
|
Year Ended June 30, 2016
|
3,123
|
|
|
Year Ended June 30, 2017
|
2,992
|
|
Year Ended June 30, 2015
|
$
|
599
|
|
Year Ended June 30, 2016
|
475
|
|
|
Year Ended June 30, 2017
|
—
|
|
Year Ended June 30, 2015
|
$
|
240
|
|
Year Ended June 30, 2016
|
240
|
|
|
Year Ended June 30, 2017
|
240
|
|
June 30, 2016
|
$
|
60
|
|
June 30, 2017
|
60
|
|
Year Ended June 30, 2015
|
$
|
—
|
|
Year Ended June 30, 2016
|
96
|
|
|
Year Ended June 30, 2017
|
—
|
|
June 30, 2016
|
$
|
2
|
|
June 30, 2017
|
1
|
|
Year Ended June 30, 2015
|
$
|
16,420
|
|
Year Ended June 30, 2016
|
(390
|
)
|
|
Year Ended June 30, 2017
|
—
|
|
Year Ended June 30, 2015
|
$
|
2,818
|
|
Year Ended June 30, 2016
|
(2,819
|
)
|
|
Year Ended June 30, 2017
|
—
|
|
Year Ended June 30, 2015
|
$
|
300
|
|
Year Ended June 30, 2016
|
300
|
|
|
Year Ended June 30, 2017
|
300
|
|
June 30, 2016
|
$
|
75
|
|
June 30, 2017
|
75
|
|
Year Ended June 30, 2015
|
$
|
60
|
|
Year Ended June 30, 2016
|
—
|
|
|
Year Ended June 30, 2017
|
15
|
|
Year Ended June 30, 2015
|
$
|
300
|
|
Year Ended June 30, 2016
|
323
|
|
|
Year Ended June 30, 2017
|
403
|
|
Year Ended June 30, 2015
|
$
|
7,375
|
|
Year Ended June 30, 2016
|
7,398
|
|
|
Year Ended June 30, 2017
|
9,950
|
|
Year Ended June 30, 2015
|
$
|
300
|
|
Year Ended June 30, 2016
|
921
|
|
|
Year Ended June 30, 2017
|
2,804
|
|
June 30, 2016
|
$
|
21
|
|
June 30, 2017
|
29
|
|
Year Ended June 30, 2015
|
$
|
1,220
|
|
Year Ended June 30, 2016
|
2,067
|
|
|
Year Ended June 30, 2017
|
—
|
|
Year Ended June 30, 2015
|
$
|
700
|
|
Year Ended June 30, 2016
|
700
|
|
|
Year Ended June 30, 2017
|
700
|
|
June 30, 2016
|
$
|
175
|
|
June 30, 2017
|
175
|
|
June 30, 2016
|
$
|
3
|
|
June 30, 2017
|
—
|
|
Year Ended June 30, 2015
|
$
|
—
|
|
Year Ended June 30, 2016
|
7,250
|
|
|
Year Ended June 30, 2017
|
200
|
|
Year Ended June 30, 2015
|
$
|
6,895
|
|
Year Ended June 30, 2016
|
5,700
|
|
|
Year Ended June 30, 2017
|
5,734
|
|
June 30, 2016
|
$
|
2,335
|
|
June 30, 2017
|
2,631
|
|
Year Ended June 30, 2015
|
$
|
313
|
|
Year Ended June 30, 2016
|
250
|
|
|
Year Ended June 30, 2017
|
250
|
|
June 30, 2016
|
$
|
63
|
|
June 30, 2017
|
63
|
|
Year Ended June 30, 2015
|
$
|
211
|
|
Year Ended June 30, 2016
|
120
|
|
|
Year Ended June 30, 2017
|
217
|
|
Year Ended June 30, 2015
|
$
|
—
|
|
Year Ended June 30, 2016
|
4,896
|
|
|
Year Ended June 30, 2017
|
6,424
|
|
Year Ended June 30, 2015
|
$
|
—
|
|
Year Ended June 30, 2016
|
3,650
|
|
|
Year Ended June 30, 2017
|
1,726
|
|
Year Ended June 30, 2015
|
$
|
—
|
|
Year Ended June 30, 2016
|
2,934
|
|
|
Year Ended June 30, 2017
|
2,057
|
|
June 30, 2016
|
$
|
639
|
|
June 30, 2017
|
167
|
|
Year Ended June 30, 2015
|
$
|
—
|
|
Year Ended June 30, 2016
|
679
|
|
|
Year Ended June 30, 2017
|
2,220
|
|
Year Ended June 30, 2015
|
$
|
52,900
|
|
Year Ended June 30, 2016
|
56,698
|
|
|
Year Ended June 30, 2017
|
51,116
|
|
Year Ended June 30, 2015
|
$
|
332
|
|
Year Ended June 30, 2016
|
861
|
|
|
Year Ended June 30, 2017
|
7,572
|
|
June 30, 2016
|
$
|
156
|
|
June 30, 2017
|
123
|
|
Year Ended June 30, 2015
|
$
|
2,400
|
|
Year Ended June 30, 2016
|
(600
|
)
|
|
Year Ended June 30, 2017
|
—
|
|
Year Ended June 30, 2015
|
$
|
—
|
|
Year Ended June 30, 2016
|
1,200
|
|
|
Year Ended June 30, 2017
|
1,800
|
|
June 30, 2016
|
$
|
600
|
|
June 30, 2017
|
600
|
|
June 30, 2016
|
$
|
2
|
|
June 30, 2017
|
1
|
|
Year Ended June 30, 2015
|
$
|
639
|
|
Year Ended June 30, 2016
|
159
|
|
|
Year Ended June 30, 2017
|
—
|
|
Year Ended June 30, 2015
|
$
|
1,713
|
|
Year Ended June 30, 2016
|
427
|
|
|
Year Ended June 30, 2017
|
—
|
|
Year Ended June 30, 2015
|
$
|
2,109
|
|
Year Ended June 30, 2016
|
526
|
|
|
Year Ended June 30, 2017
|
—
|
|
Year Ended June 30, 2015
|
$
|
300
|
|
Year Ended June 30, 2016
|
75
|
|
|
Year Ended June 30, 2017
|
—
|
|
June 30, 2016
|
$
|
225
|
|
June 30, 2017
|
525
|
|
Year Ended June 30, 2015
|
$
|
115
|
|
Year Ended June 30, 2016
|
65
|
|
|
Year Ended June 30, 2017
|
—
|
|
Year Ended June 30, 2015
|
$
|
5,371
|
|
Year Ended June 30, 2016
|
4,865
|
|
|
Year Ended June 30, 2017
|
—
|
|
Year Ended June 30, 2015
|
$
|
55
|
|
Year Ended June 30, 2016
|
50
|
|
|
Year Ended June 30, 2017
|
—
|
|
Year Ended June 30, 2015
|
$
|
29,834
|
|
Year Ended June 30, 2016
|
28,274
|
|
|
Year Ended June 30, 2017
|
—
|
|
Year Ended June 30, 2015
|
$
|
7,652
|
|
Year Ended June 30, 2016
|
9,503
|
|
|
Year Ended June 30, 2017
|
—
|
|
Year Ended June 30, 2015
|
$
|
500
|
|
Year Ended June 30, 2016
|
458
|
|
|
Year Ended June 30, 2017
|
—
|
|
June 30, 2016
|
$
|
83
|
|
June 30, 2017
|
—
|
|
Year Ended June 30, 2015
|
$
|
46
|
|
Year Ended June 30, 2016
|
351
|
|
|
Year Ended June 30, 2017
|
308
|
|
Year Ended June 30, 2015
|
$
|
—
|
|
Year Ended June 30, 2016
|
711
|
|
|
Year Ended June 30, 2017
|
468
|
|
Year Ended June 30, 2015
|
$
|
5,146
|
|
Year Ended June 30, 2016
|
5,196
|
|
|
Year Ended June 30, 2017
|
6,284
|
|
Year Ended June 30, 2015
|
$
|
532
|
|
Year Ended June 30, 2016
|
139
|
|
|
Year Ended June 30, 2017
|
—
|
|
June 30, 2016
|
$
|
440
|
|
June 30, 2017
|
21
|
|
Year Ended June 30, 2015
|
$
|
637
|
|
Year Ended June 30, 2016
|
566
|
|
|
Year Ended June 30, 2017
|
564
|
|
June 30, 2016
|
$
|
48
|
|
June 30, 2017
|
46
|
|
Year Ended June 30, 2015
|
$
|
310
|
|
Year Ended June 30, 2016
|
300
|
|
|
Year Ended June 30, 2017
|
300
|
|
June 30, 2016
|
$
|
—
|
|
June 30, 2017
|
75
|
|
June 30, 2016
|
$
|
75
|
|
June 30, 2017
|
—
|
|
Year Ended June 30, 2015
|
$
|
121
|
|
Year Ended June 30, 2016
|
60
|
|
|
Year Ended June 30, 2017
|
224
|
|
Year Ended June 30, 2015
|
$
|
23,869
|
|
Year Ended June 30, 2016
|
40,147
|
|
|
Year Ended June 30, 2017
|
60,707
|
|
Year Ended June 30, 2015
|
$
|
3,056
|
|
Year Ended June 30, 2016
|
703
|
|
|
Year Ended June 30, 2017
|
—
|
|
June 30, 2016
|
$
|
174
|
|
June 30, 2017
|
147
|
|
Year Ended June 30, 2015
|
$
|
6,742
|
|
Year Ended June 30, 2016
|
22,543
|
|
|
Year Ended June 30, 2017
|
13,895
|
|
Year Ended June 30, 2015
|
$
|
816
|
|
Year Ended June 30, 2016
|
—
|
|
|
Year Ended June 30, 2017
|
—
|
|
June 30, 2016
|
$
|
44
|
|
June 30, 2017
|
27
|
|
Year Ended June 30, 2015
|
$
|
—
|
|
Year Ended June 30, 2016
|
—
|
|
|
Year Ended June 30, 2017
|
7,940
|
|
June 30, 2016
|
$
|
—
|
|
June 30, 2017
|
39
|
|
Year Ended June 30, 2015
|
$
|
—
|
|
Year Ended June 30, 2016
|
—
|
|
|
Year Ended June 30, 2017
|
2,235
|
|
Year Ended June 30, 2015
|
$
|
1,683
|
|
Year Ended June 30, 2016
|
2,712
|
|
|
Year Ended June 30, 2017
|
5,532
|
|
Year Ended June 30, 2015
|
$
|
—
|
|
Year Ended June 30, 2016
|
180
|
|
|
Year Ended June 30, 2017
|
2,147
|
|
Year Ended June 30, 2015
|
$
|
—
|
|
Year Ended June 30, 2016
|
2,483
|
|
|
Year Ended June 30, 2017
|
1,507
|
|
Year Ended June 30, 2015
|
$
|
510
|
|
Year Ended June 30, 2016
|
593
|
|
|
Year Ended June 30, 2017
|
1,300
|
|
June 30, 2016
|
$
|
210
|
|
June 30, 2017
|
325
|
|
Year Ended June 30, 2015
|
$
|
1,164
|
|
Year Ended June 30, 2016
|
2,363
|
|
|
Year Ended June 30, 2017
|
6,241
|
|
June 30, 2016
|
$
|
—
|
|
June 30, 2017
|
6
|
|
June 30, 2016
|
$
|
—
|
|
June 30, 2017
|
1
|
|
Year Ended June 30, 2015
|
$
|
4,425
|
|
Year Ended June 30, 2016
|
3,963
|
|
|
Year Ended June 30, 2017
|
4,310
|
|
Year Ended June 30, 2015
|
$
|
—
|
|
Year Ended June 30, 2016
|
300
|
|
|
Year Ended June 30, 2017
|
—
|
|
Year Ended June 30, 2015
|
$
|
3,005
|
|
Year Ended June 30, 2016
|
3,212
|
|
|
Year Ended June 30, 2017
|
3,406
|
|
Year Ended June 30, 2015
|
$
|
—
|
|
Year Ended June 30, 2016
|
300
|
|
|
Year Ended June 30, 2017
|
—
|
|
June 30, 2016
|
$
|
9
|
|
June 30, 2017
|
9
|
|
Year Ended June 30, 2015
|
$
|
400
|
|
Year Ended June 30, 2016
|
400
|
|
|
Year Ended June 30, 2017
|
400
|
|
June 30, 2016
|
$
|
100
|
|
June 30, 2017
|
100
|
|
Year Ended June 30, 2015
|
$
|
4
|
|
Year Ended June 30, 2016
|
—
|
|
|
Year Ended June 30, 2017
|
—
|
|
June 30, 2016
|
$
|
4
|
|
June 30, 2017
|
—
|
|
Year Ended June 30, 2015
|
$
|
—
|
|
Year Ended June 30, 2016
|
—
|
|
|
Year Ended June 30, 2017
|
100
|
|
Year Ended June 30, 2015
|
$
|
525
|
|
Year Ended June 30, 2016
|
529
|
|
|
Year Ended June 30, 2017
|
527
|
|
June 30, 2016
|
$
|
1
|
|
June 30, 2017
|
1
|
|
Year Ended June 30, 2015
|
$
|
996
|
|
Year Ended June 30, 2016
|
996
|
|
|
Year Ended June 30, 2017
|
991
|
|
June 30, 2016
|
$
|
3
|
|
June 30, 2017
|
3
|
|
Year Ended June 30, 2015
|
$
|
—
|
|
Year Ended June 30, 2016
|
—
|
|
|
Year Ended June 30, 2017
|
213
|
|
June 30, 2016
|
$
|
—
|
|
June 30, 2017
|
100
|
|
June 30, 2016
|
$
|
1,100
|
|
June 30, 2017
|
1,288
|
|
June 30, 2016
|
$
|
2
|
|
June 30, 2017
|
—
|
|
Year Ended June 30, 2015
|
$
|
1,175
|
|
Year Ended June 30, 2016
|
614
|
|
|
Year Ended June 30, 2017
|
—
|
|
Year Ended June 30, 2015
|
$
|
298
|
|
Year Ended June 30, 2016
|
299
|
|
|
Year Ended June 30, 2017
|
149
|
|
Year Ended June 30, 2015
|
$
|
3,018
|
|
Year Ended June 30, 2016
|
2,908
|
|
|
Year Ended June 30, 2017
|
2,877
|
|
Year Ended June 30, 2015
|
$
|
180
|
|
Year Ended June 30, 2016
|
180
|
|
|
Year Ended June 30, 2017
|
165
|
|
June 30, 2016
|
$
|
45
|
|
June 30, 2017
|
45
|
|
Year Ended June 30, 2015
|
$
|
13
|
|
Year Ended June 30, 2016
|
2
|
|
|
Year Ended June 30, 2017
|
29
|
|
June 30, 2016
|
$
|
1
|
|
June 30, 2017
|
—
|
|
Year Ended June 30, 2015
|
$
|
1,485
|
|
Year Ended June 30, 2016
|
—
|
|
|
Year Ended June 30, 2017
|
598
|
|
Year Ended June 30, 2015
|
$
|
—
|
|
Year Ended June 30, 2016
|
1,075
|
|
|
Year Ended June 30, 2017
|
3,022
|
|
Year Ended June 30, 2015
|
$
|
1,370
|
|
Year Ended June 30, 2016
|
—
|
|
|
Year Ended June 30, 2017
|
—
|
|
Year Ended June 30, 2015
|
$
|
—
|
|
Year Ended June 30, 2016
|
—
|
|
|
Year Ended June 30, 2017
|
503
|
|
Year Ended June 30, 2015
|
$
|
5,893
|
|
Year Ended June 30, 2016
|
6,777
|
|
|
Year Ended June 30, 2017
|
—
|
|
Year Ended June 30, 2015
|
$
|
162
|
|
Year Ended June 30, 2016
|
—
|
|
|
Year Ended June 30, 2017
|
—
|
|
Year Ended June 30, 2015
|
$
|
901
|
|
Year Ended June 30, 2016
|
1,173
|
|
|
Year Ended June 30, 2017
|
—
|
|
Year Ended June 30, 2015
|
$
|
200
|
|
Year Ended June 30, 2016
|
179
|
|
|
Year Ended June 30, 2017
|
—
|
|
June 30, 2016
|
$
|
29
|
|
June 30, 2017
|
—
|
|
Year Ended June 30, 2015
|
$
|
262
|
|
Year Ended June 30, 2016
|
788
|
|
|
Year Ended June 30, 2017
|
—
|
|
June 30, 2016
|
$
|
—
|
|
June 30, 2017
|
325
|
|
Year Ended June 30, 2015
|
$
|
3,905
|
|
Year Ended June 30, 2016
|
4,252
|
|
|
Year Ended June 30, 2017
|
4,518
|
|
Year Ended June 30, 2015
|
$
|
1,794
|
|
Year Ended June 30, 2016
|
1,509
|
|
|
Year Ended June 30, 2017
|
1,822
|
|
June 30, 2016
|
$
|
12
|
|
June 30, 2017
|
13
|
|
Year Ended June 30, 2015
|
$
|
1,086
|
|
Year Ended June 30, 2016
|
1,111
|
|
|
Year Ended June 30, 2017
|
1,111
|
|
Year Ended June 30, 2015
|
$
|
259
|
|
Year Ended June 30, 2016
|
90
|
|
|
Year Ended June 30, 2017
|
—
|
|
June 30, 2016
|
$
|
3
|
|
June 30, 2017
|
3
|
|
Year Ended June 30, 2015
|
$
|
300
|
|
Year Ended June 30, 2016
|
300
|
|
|
Year Ended June 30, 2017
|
300
|
|
June 30, 2016
|
$
|
75
|
|
June 30, 2017
|
—
|
|
June 30, 2016
|
$
|
—
|
|
June 30, 2017
|
75
|
|
Year Ended June 30, 2015
|
$
|
18
|
|
Year Ended June 30, 2016
|
9
|
|
|
Year Ended June 30, 2017
|
—
|
|
June 30, 2016
|
$
|
—
|
|
June 30, 2017
|
3
|
|
Year Ended June 30, 2015
|
$
|
—
|
|
Year Ended June 30, 2016
|
124
|
|
|
Year Ended June 30, 2017
|
41
|
|
June 30, 2016
|
$
|
14
|
|
June 30, 2017
|
14
|
|
Year Ended June 30, 2015
|
$
|
—
|
|
Year Ended June 30, 2016
|
—
|
|
|
Year Ended June 30, 2017
|
243
|
|
|
Year Ended June 30,
|
|||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||
Per Share Data
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net asset value at beginning of year
|
$
|
9.62
|
|
|
$
|
10.31
|
|
|
$
|
10.56
|
|
|
$
|
10.72
|
|
|
$
|
10.83
|
|
|
Net investment income(1)
|
0.85
|
|
|
1.04
|
|
|
1.03
|
|
|
1.19
|
|
|
1.57
|
|
||||||
Net realized and change in unrealized (losses) gains(1)
|
(0.15
|
)
|
|
(0.75
|
)
|
|
(0.05
|
)
|
|
(0.13
|
)
|
|
(0.50
|
)
|
||||||
Net increase from operations
|
0.70
|
|
|
0.29
|
|
|
0.98
|
|
|
1.06
|
|
|
1.07
|
|
||||||
Distributions of net investment income
|
(1.00
|
)
|
|
(1.00
|
)
|
|
(1.19
|
)
|
|
(1.32
|
)
|
|
(1.28
|
)
|
||||||
Common stock transactions(2)
|
—
|
|
(4
|
)
|
0.02
|
|
|
(0.04
|
)
|
|
0.10
|
|
|
0.10
|
|
|||||
Net asset value at end of year
|
$
|
9.32
|
|
|
$
|
9.62
|
|
|
$
|
10.31
|
|
|
$
|
10.56
|
|
|
$
|
10.72
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Per share market value at end of year
|
$
|
8.12
|
|
|
$
|
7.82
|
|
|
$
|
7.37
|
|
|
$
|
10.63
|
|
|
$
|
10.80
|
|
|
Total return based on market value(3)
|
16.80
|
%
|
|
21.84
|
%
|
|
(20.84
|
%)
|
|
10.88
|
%
|
|
6.24
|
%
|
||||||
Total return based on net asset value(3)
|
8.98
|
%
|
|
7.15
|
%
|
|
11.47
|
%
|
|
10.97
|
%
|
|
10.91
|
%
|
||||||
Shares of common stock outstanding at end of year
|
360,076,933
|
|
|
357,107,231
|
|
|
359,090,759
|
|
|
342,626,637
|
|
|
247,836,965
|
|
||||||
Weighted average shares of common stock outstanding
|
358,841,714
|
|
|
356,134,297
|
|
|
353,648,522
|
|
|
300,283,941
|
|
|
207,069,971
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Ratios/Supplemental Data
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net assets at end of year
|
$
|
3,354,952
|
|
|
$
|
3,435,917
|
|
|
$
|
3,703,049
|
|
|
$
|
3,618,182
|
|
|
$
|
2,656,494
|
|
|
Portfolio turnover rate
|
23.65
|
%
|
|
15.98
|
%
|
|
21.89
|
%
|
|
15.21
|
%
|
|
29.24
|
%
|
||||||
Ratio of operating expenses to average net assets
|
11.57
|
%
|
|
11.95
|
%
|
|
11.66
|
%
|
|
11.11
|
%
|
|
11.50
|
%
|
||||||
Ratio of net investment income to average net assets
|
8.96
|
%
|
|
10.54
|
%
|
|
9.87
|
%
|
|
11.18
|
%
|
|
14.86
|
%
|
(1)
|
Per share data amount is based on the weighted average number of common shares outstanding for the year/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, shares issued to acquire investments and shares repurchased below net asset value pursuant to our Repurchase Program.
|
(3)
|
Total return based on market value is based on the change in market price per share between the opening and ending market prices per share in each period and assumes that dividends are reinvested in accordance with our dividend reinvestment plan. Total return based on net asset value is based upon the change in net asset value per share between the opening and ending net asset values per share in each period and assumes that dividends are reinvested in accordance with our dividend reinvestment plan.
|
(4)
|
Amount is less than $0.01.
|
|
|
Investment
Income
|
|
Net Investment
Income
|
|
Net Realized and
Unrealized (Losses) Gains
|
|
Net Increase (Decrease) 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, 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
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
September 30, 2015
|
|
$
|
200,251
|
|
|
$
|
0.56
|
|
|
$
|
91,242
|
|
|
$
|
0.26
|
|
|
$
|
(63,425
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
27,817
|
|
|
$
|
0.08
|
|
December 31, 2015
|
|
209,191
|
|
|
0.59
|
|
|
100,893
|
|
|
0.28
|
|
|
(196,013
|
)
|
|
(0.55
|
)
|
|
(95,120
|
)
|
|
(0.27
|
)
|
||||||||
March 31, 2016
|
|
189,493
|
|
|
0.53
|
|
|
87,626
|
|
|
0.25
|
|
|
(12,118
|
)
|
|
(0.03
|
)
|
|
75,508
|
|
|
0.21
|
|
||||||||
June 30, 2016
|
|
193,038
|
|
|
0.54
|
|
|
91,367
|
|
|
0.26
|
|
|
3,790
|
|
|
0.01
|
|
|
95,157
|
|
|
0.27
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
September 30, 2016
|
|
$
|
179,832
|
|
|
$
|
0.50
|
|
|
$
|
78,919
|
|
|
$
|
0.22
|
|
|
$
|
2,447
|
|
|
$
|
0.01
|
|
|
$
|
81,366
|
|
|
$
|
0.23
|
|
December 31, 2016
|
|
183,480
|
|
|
0.51
|
|
|
84,405
|
|
|
0.24
|
|
|
16,475
|
|
|
0.04
|
|
|
100,880
|
|
|
0.28
|
|
||||||||
March 31, 2017
|
|
171,032
|
|
|
0.48
|
|
|
73,080
|
|
|
0.20
|
|
|
(53,588
|
)
|
|
(0.15
|
)
|
|
19,492
|
|
|
0.05
|
|
||||||||
June 30, 2017
|
|
166,702
|
|
|
0.46
|
|
|
69,678
|
|
|
0.19
|
|
|
(18,510
|
)
|
|
(0.05
|
)
|
|
51,168
|
|
|
0.14
|
|
(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.
|
•
|
$0.06 per share for September 2017 to holders of record on September 29, 2017 with a payment date of October 19, 2017.
|
•
|
$0.06 per share for October 2017 to holders of record on October 31, 2017 with a payment date of November 22, 2017.
|
|
Year Ended
|
||
|
December 31, 2014
|
||
Revenues
|
|
||
Rental income
|
$
|
111,296,847
|
|
Interest income
|
10,541,177
|
|
|
Other income
|
14,890,726
|
|
|
Total revenues
|
136,728,750
|
|
|
Costs and expenses
|
|
||
Property operating expenses
|
52,640,950
|
|
|
Management fees
|
5,543,245
|
|
|
Depreciation and amortization
|
48,263,589
|
|
|
General and administrative expenses
|
8,877,148
|
|
|
Total costs and expenses
|
115,324,932
|
|
|
Other (expense) income
|
|
||
Acquisition costs
|
(11,071,525
|
)
|
|
Interest expense
|
(71,097,935
|
)
|
|
Fair value adjustments
|
(688,402
|
)
|
|
Total other (expense) income, net
|
(82,857,862
|
)
|
|
Net loss before income tax
|
(61,454,044
|
)
|
|
Income tax expense
|
(391,121
|
)
|
|
Net loss
|
(61,845,165
|
)
|
|
Loss attributable to non-controlling interest
|
10,809,509
|
|
|
Dividends attributable to preferred shares
|
(60,536
|
)
|
|
Net loss attributable to common shares
|
$
|
(51,096,192
|
)
|
Financial Statements
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
F-2
|
Consolidated Statements of Assets and Liabilities as of June 30, 2017 and June 30, 2016
|
|
F-3
|
Consolidated Statements of Operations for the years ended June 30, 2017, 2016 and 2015
|
|
F-4
|
Consolidated Statements of Changes in Net Assets for the years ended June 30, 2017, 2016 and 2015
|
|
F-5
|
Consolidated Statements of Cash Flows for the years ended June 30, 2017, 2016 and 2015
|
|
F-6
|
Consolidated Schedules of Investments as of June 30, 2017 and June 30, 2016
|
|
F-7
|
Notes to Consolidated Financial Statements
|
|
F-41
|
National Property REIT Corp. Financial Statements
|
|
F-110
|
First Tower Finance Company LLC Financial Statements
|
|
F-149
|
Exhibit No.
|
|
Description
|
(d)(5)
|
|
Form of 5.50% Senior Convertible Note due 2016(6)
|
(d)(6)
|
|
Statement of Eligibility of U.S. Bank National Association on Form T-1†
|
(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 (12)
|
(d)(12)
|
|
Third Supplemental Indenture dated as of April 5, 2012, to the Indenture dated as of February 16, 2012, by and between the Registrant and U.S. Bank National Association, as Successor Trustee pursuant to the Agreement of Resignation, Appointment and Acceptance dated as of March 12, 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”)
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)
|
Exhibit No.
|
|
Description
|
(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)
|
(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)
|
Exhibit No.
|
|
Description
|
(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)
|
(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)
|
Exhibit No.
|
|
Description
|
(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)
|
(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)
|
Exhibit No.
|
|
Description
|
(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)
|
(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)
|
Exhibit No.
|
|
Description
|
(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)
|
(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)
|
Exhibit No.
|
|
Description
|
(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)
|
(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)
|
Exhibit No.
|
|
Description
|
(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)
|
(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)
|
Exhibit No.
|
|
Description
|
(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)
|
(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)
|
Exhibit No.
|
|
Description
|
(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)
|
(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)
|
Exhibit No.
|
|
Description
|
(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)
|
(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)
|
Exhibit No.
|
|
Description
|
(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)
|
(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)
|
Exhibit No.
|
|
Description
|
(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)
|
(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)
|
Exhibit No.
|
|
Description
|
(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)
|
(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)
|
Exhibit No.
|
|
Description
|
(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)
|
(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)
|
(d)(388)
|
|
Three Hundred Ninety-First Supplemental Indenture dated as of October 16, 2015, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(159)
|
(d)(389)
|
|
Three Hundred Ninety-Second Supplemental Indenture dated as of October 16, 2015, to the U.S. Bank Indenture and Form of 5.250% Prospect Capital InterNote® due 2022(159)
|
(d)(390)
|
|
Three Hundred Ninety-Third Supplemental Indenture dated as of October 22, 2015, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(160)
|
(d)(391)
|
|
Three Hundred Ninety-Fourth Supplemental Indenture dated as of October 22, 2015, to the U.S. Bank Indenture and Form of 5.250% Prospect Capital InterNote® due 2022(160)
|
(d)(392)
|
|
Three Hundred Ninety-Fifth Supplemental Indenture dated as of October 29, 2015, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(161)
|
(d)(393)
|
|
Three Hundred Ninety-Sixth Supplemental Indenture dated as of October 29, 2015, to the U.S. Bank Indenture and Form of 5.250% Prospect Capital InterNote® due 2022(161)
|
(d)(394)
|
|
Three Hundred Ninety-Seventh Supplemental Indenture dated as of November 4, 2015, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(163)
|
(d)(395)
|
|
Three Hundred Ninety-Eighth Supplemental Indenture dated as of November 4, 2015, to the U.S. Bank Indenture and Form of 5.250% Prospect Capital InterNote® due 2022(163)
|
(d)(396)
|
|
Three Hundred Ninety-Ninth Supplemental Indenture dated as of November 19, 2015, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2020(164)
|
(d)(397)
|
|
Four Hundredth Supplemental Indenture dated as of November 19, 2015, to the U.S. Bank Indenture and Form of 5.625% Prospect Capital InterNote® due 2022(164)
|
(d)(398)
|
|
Four Hundred First Supplemental Indenture dated as of November 19, 2015, to the U.S. Bank Indenture and Form of 5.875% Prospect Capital InterNote® due 2025(164)
|
(d)(399)
|
|
Four Hundred Second Supplemental Indenture dated as of November 27, 2015, to the U.S. Bank Indenture and Form of 5.125% Prospect Capital InterNote® due 2020(165)
|
(d)(400)
|
|
Four Hundred Third Supplemental Indenture dated as of November 27, 2015, to the U.S. Bank Indenture and Form of 5.750% Prospect Capital InterNote® due 2022(165)
|
(d)(401)
|
|
Four Hundred Fourth Supplemental Indenture dated as of November 27, 2015, to the U.S. Bank Indenture and Form of 6.000% Prospect Capital InterNote® due 2025(165)
|
(d)(402)
|
|
Four Hundred Fifth Supplemental Indenture dated as of December 3, 2015, to the U.S. Bank Indenture and Form of 5.250% Prospect Capital InterNote® due 2020(166)
|
(d)(403)
|
|
Four Hundred Sixth Supplemental Indenture dated as of December 3, 2015, to the U.S. Bank Indenture and Form of 5.750% Prospect Capital InterNote® due 2022(166)
|
(d)(404)
|
|
Four Hundred Seventh Supplemental Indenture dated as of December 3, 2015, to the U.S. Bank Indenture and Form of 6.000% Prospect Capital InterNote® due 2025(166)
|
(d)(405)
|
|
Supplemental Indenture dated as of December 10, 2015, to the U.S. Bank Indenture and Form of 6.250% Note due 2024(167)
|
(d)(406)
|
|
Four Hundred Eighth Supplemental Indenture dated as of December 17, 2015, to the U.S. Bank Indenture and Form of 5.375% Prospect Capital InterNote® due 2020(168)
|
(d)(407)
|
|
Four Hundred Ninth Supplemental Indenture dated as of December 24, 2015, to the U.S. Bank Indenture and Form of 5.375% Prospect Capital InterNote® due 2020(169)
|
(d)(408)
|
|
Four Hundred Tenth Supplemental Indenture dated as of December 31, 2015, to the U.S. Bank Indenture and Form of 5.375% Prospect Capital InterNote® due 2020(170)
|
(d)(409)
|
|
Four Hundred Eleventh Supplemental Indenture dated as of January 7, 2016, to the U.S. Bank Indenture and Form of 5.375% Prospect Capital InterNote® due 2021(171)
|
Exhibit No.
|
|
Description
|
(d)(410)
|
|
Four Hundred Twelfth Supplemental Indenture dated as of January 14, 2016, to the U.S. Bank Indenture and Form of 5.375% Prospect Capital InterNote® due 2021(172)
|
(d)(411)
|
|
Four Hundred Thirteenth Supplemental Indenture dated as of January 22, 2016, to the U.S. Bank Indenture and Form of 5.375% Prospect Capital InterNote® due 2021(173)
|
(d)(412)
|
|
Four Hundred Fourteenth Supplemental Indenture dated as of March 3, 2016, to the U.S. Bank Indenture and Form of 5.375% Prospect Capital InterNote® due 2021(175)
|
(d)(413)
|
|
Four Hundred Fifteenth Supplemental Indenture dated as of March 10, 2016, to the U.S. Bank Indenture and Form of 5.375% Prospect Capital InterNote® due 2021(176)
|
(d)(414)
|
|
Four Hundred Sixteenth Supplemental Indenture dated as of March 17, 2016, to the U.S. Bank Indenture and Form of 5.375% Prospect Capital InterNote® due 2021(177)
|
(d)(415)
|
|
Four Hundred Seventeenth Supplemental Indenture dated as of March 24, 2016, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2021(178)
|
(d)(416)
|
|
Four Hundred Eighteenth Supplemental Indenture dated as of March 31, 2016, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2021(179)
|
(d)(417)
|
|
Four Hundred Nineteenth Supplemental Indenture dated as of April 7, 2016, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2021(180)
|
(d)(418)
|
|
Four Hundred Twentieth Supplemental Indenture dated as of April 14, 2016, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2021(181)
|
(d)(419)
|
|
Four Hundred Twenty-First Supplemental Indenture dated as of April 21, 2016, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2021(182)
|
(d)(420)
|
|
Four Hundred Twenty-Second Supplemental Indenture dated as of April 28, 2016, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2021(183)
|
(d)(421)
|
|
Four Hundred Twenty-Third Supplemental Indenture dated as of May 5, 2016, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2021(184)
|
(d)(422)
|
|
Four Hundred Twenty-Fourth Supplemental Indenture dated as of May 12, 2016, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2021(185)
|
(d)(423)
|
|
Four Hundred Twenty-Fifth Supplemental Indenture dated as of May 26, 2016, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2021(186)
|
(d)(424)
|
|
Four Hundred Twenty-Sixth Supplemental Indenture dated as of June 3, 2016, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2021(187)
|
(d)(425)
|
|
Four Hundred Twenty-Seventh Supplemental Indenture dated as of June 9, 2016, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2021(188)
|
(d)(426)
|
|
Four Hundred Twenty-Eighth Supplemental Indenture dated as of June 16, 2016, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2021(189)
|
(d)(427)
|
|
Supplemental Indenture dated as of June 22, 2016, to the U.S. Bank Indenture, and Form of 6.250% Note due 2024(190)
|
(d)(428)
|
|
Four Hundred Twenty-Ninth Supplemental Indenture dated as of June 23, 2016, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2021(190)
|
(d)(429)
|
|
Form of 6.250% Notes due 2024, Note 1, of an aggregate principal amount of $650,775.00, pursuant to the Supplemental Indenture dated as of June 22, 2016, to the U.S. Bank Indenture(191)
|
(d)(430)
|
|
Form of 6.250% Notes due 2024, Note 2, of an aggregate principal amount of $538,575.00, pursuant to the Supplemental Indenture dated as of June 22, 2016, to the U.S. Bank Indenture(191)
|
(d)(431)
|
|
Form of 6.250% Notes due 2024, Note 3, of an aggregate principal amount of $191,075.00, pursuant to the Supplemental Indenture dated as of June 22, 2016, to the U.S. Bank Indenture(191)
|
(d)(432)
|
|
Four Hundred Thirtieth Supplemental Indenture dated as of June 30, 2016, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2021(191)
|
(d)(433)
|
|
Form of 6.250% Notes due 2024, Note 4, of an aggregate principal amount of $563,000.00, pursuant to the Supplemental Indenture dated as of June 22, 2016, to the U.S. Bank Indenture(192)
|
(d)(434)
|
|
Form of 6.250% Notes due 2024, Note 5, of an aggregate principal amount of $323,825.00, pursuant to the Supplemental Indenture dated as of June 22, 2016, to the U.S. Bank Indenture(192)
|
(d)(435)
|
|
Form of 6.250% Notes due 2024, Note 6, of an aggregate principal amount of $730,600.00, pursuant to the Supplemental Indenture dated as of June 22, 2016, to the U.S. Bank Indenture(192)
|
(d)(436)
|
|
Form of 6.250% Notes due 2024, Note 7, of an aggregate principal amount of $265,125.00, pursuant to the Supplemental Indenture dated as of June 22, 2016, to the U.S. Bank Indenture(192)
|
Exhibit No.
|
|
Description
|
(d)(437)
|
|
Form of 6.250% Notes due 2024, Note 8, of an aggregate principal amount of $722,100.00, pursuant to the Supplemental Indenture dated as of June 22, 2016, to the U.S. Bank Indenture(192)
|
(d)(438)
|
|
Four Hundred Thirty-First Supplemental Indenture dated as of July 8, 2016, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2021(192)
|
(d)(439)
|
|
Form of 6.250% Notes due 2024, Note 9, of an aggregate principal amount of $599,050.00, pursuant to the Supplemental Indenture dated as of June 22, 2016, to the U.S. Bank Indenture(193)
|
(d)(440)
|
|
Form of 6.250% Notes due 2024, Note 10, of an aggregate principal amount of $807,500.00, pursuant to the Supplemental Indenture dated as of June 22, 2016, to the U.S. Bank Indenture(193)
|
(d)(441)
|
|
Form of 6.250% Notes due 2024, Note 11, of an aggregate principal amount of $799,475.00, pursuant to the Supplemental Indenture dated as of June 22, 2016, to the U.S. Bank Indenture(193)
|
(d)(442)
|
|
Form of 6.250% Notes due 2024, Note 12, of an aggregate principal amount of $501,625.00, pursuant to the Supplemental Indenture dated as of June 22, 2016, to the U.S. Bank Indenture(193)
|
(d)(443)
|
|
Four Hundred Thirty-Second Supplemental Indenture dated as of July 14, 2016, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2021(193)
|
(d)(444)
|
|
Form of 6.250% Notes due 2024, Note 13, of an aggregate principal amount of $592,500.00, pursuant to the Supplemental Indenture dated as of June 22, 2016, to the U.S. Bank Indenture(194)
|
(d)(445)
|
|
Form of 6.250% Notes due 2024, Note 14, of an aggregate principal amount of $581,250.00, pursuant to the Supplemental Indenture dated as of June 22, 2016, to the U.S. Bank Indenture(194)
|
(d)(446)
|
|
Form of 6.250% Notes due 2024, Note 15, of an aggregate principal amount of $463,750.00, pursuant to the Supplemental Indenture dated as of June 22, 2016, to the U.S. Bank Indenture(194)
|
(d)(447)
|
|
Form of 6.250% Notes due 2024, Note 16, of an aggregate principal amount of $836,475.00, pursuant to the Supplemental Indenture dated as of June 22, 2016, to the U.S. Bank Indenture(194)
|
(d)(448)
|
|
Form of 6.250% Notes due 2024, Note 17, of an aggregate principal amount of $536,725.00, pursuant to the Supplemental Indenture dated as of June 22, 2016, to the U.S. Bank Indenture(194)
|
(d)(449)
|
|
Four Hundred Thirty-Third Supplemental Indenture dated as of July 21, 2016, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2021(194)
|
(d)(450)
|
|
Form of 6.250% Notes due 2024, Note 18, of an aggregate principal amount of $1,746,400.00, pursuant to the Supplemental Indenture dated as of June 22, 2016, to the U.S. Bank Indenture(195)
|
(d)(451)
|
|
Form of 6.250% Notes due 2024, Note 19, of an aggregate principal amount of $826,325.00, pursuant to the Supplemental Indenture dated as of June 22, 2016, to the U.S. Bank Indenture(195)
|
(d)(452)
|
|
Form of 6.250% Notes due 2024, Note 20, of an aggregate principal amount of $838,525.00, pursuant to the Supplemental Indenture dated as of June 22, 2016, to the U.S. Bank Indenture(195)
|
(d)(453)
|
|
Form of 6.250% Notes due 2024, Note 21, of an aggregate principal amount of $1,027,325.00, pursuant to the Supplemental Indenture dated as of June 22, 2016, to the U.S. Bank Indenture(195)
|
(d)(454)
|
|
Form of 6.250% Notes due 2024, Note 22, of an aggregate principal amount of $1,329,050.00, pursuant to the Supplemental Indenture dated as of June 22, 2016, to the U.S. Bank Indenture(195)
|
(d)(455)
|
|
Four Hundred Thirty-Fourth Supplemental Indenture dated as of July 28, 2016, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2021(195)
|
(d)(456)
|
|
Form of 6.250% Notes due 2024, Note 23, of an aggregate principal amount of $1,232,075.00, pursuant to the Supplemental Indenture dated as of June 22, 2016, to the U.S. Bank Indenture(196)
|
(d)(457)
|
|
Form of 6.250% Notes due 2024, Note 24, of an aggregate principal amount of $1,273,150.00, pursuant to the Supplemental Indenture dated as of June 22, 2016, to the U.S. Bank Indenture(196)
|
(d)(458)
|
|
Form of 6.250% Notes due 2024, Note 25, of an aggregate principal amount of $1,825,850.00, pursuant to the Supplemental Indenture dated as of June 22, 2016, to the U.S. Bank Indenture(196)
|
(d)(459)
|
|
Form of 6.250% Notes due 2024, Note 26, of an aggregate principal amount of $902,650.00, pursuant to the Supplemental Indenture dated as of June 22, 2016, to the U.S. Bank Indenture(196)
|
(d)(460)
|
|
Form of 6.250% Notes due 2024, Note 27, of an aggregate principal amount of $866,500.00, pursuant to the Supplemental Indenture dated as of June 22, 2016, to the U.S. Bank Indenture(196)
|
(d)(461)
|
|
Four Hundred Thirty-Fifth Supplemental Indenture dated as of August 4, 2016, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2021(196)
|
(d)(462)
|
|
Form of 6.250% Notes due 2024, Note 28, of an aggregate principal amount of $1,284,800.00, pursuant to the Supplemental Indenture dated as of June 22, 2016, to the U.S. Bank Indenture(197)
|
(d)(463)
|
|
Form of 6.250% Notes due 2024, Note 29, of an aggregate principal amount of $1,423,275.00, pursuant to the Supplemental Indenture dated as of June 22, 2016, to the U.S. Bank Indenture(197)
|
Exhibit No.
|
|
Description
|
(d)(464)
|
|
Form of 6.250% Notes due 2024, Note 30, of an aggregate principal amount of $1,424,750.00, pursuant to the Supplemental Indenture dated as of June 22, 2016, to the U.S. Bank Indenture(197)
|
(d)(465)
|
|
Form of 6.250% Notes due 2024, Note 31, of an aggregate principal amount of $1,525,475.00, pursuant to the Supplemental Indenture dated as of June 22, 2016, to the U.S. Bank Indenture(197)
|
(d)(466)
|
|
Form of 6.250% Notes due 2024, Note 32, of an aggregate principal amount of $1,335,200.00, pursuant to the Supplemental Indenture dated as of June 22, 2016, to the U.S. Bank Indenture(197)
|
(d)(467)
|
|
Four Hundred Thirty-Sixth Supplemental Indenture dated as of August 11, 2016, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2021(197)
|
(d)(468)
|
|
Form of 6.250% Notes due 2024, Note 33, of an aggregate principal amount of $746,950.00, pursuant to the Supplemental Indenture dated as of June 22, 2016, to the U.S. Bank Indenture(198)
|
(d)(469)
|
|
Form of 6.250% Notes due 2024, Note 34, of an aggregate principal amount of $1,254,725.00, pursuant to the Supplemental Indenture dated as of June 22, 2016, to the U.S. Bank Indenture(198)
|
(d)(470)
|
|
Form of 6.250% Notes due 2024, Note 35, of an aggregate principal amount of $790,900.00, pursuant to the Supplemental Indenture dated as of June 22, 2016, to the U.S. Bank Indenture(198)
|
(d)(471)
|
|
Form of 6.250% Notes due 2024, Note 36, of an aggregate principal amount of $1,477,725.00, pursuant to the Supplemental Indenture dated as of June 22, 2016, to the U.S. Bank Indenture(198)
|
(d)(472)
|
|
Form of 6.250% Notes due 2024, Note 37, of an aggregate principal amount of $2,147,375.00, pursuant to the Supplemental Indenture dated as of June 22, 2016, to the U.S. Bank Indenture(198)
|
(d)(473)
|
|
Four Hundred Thirty-Seventh Supplemental Indenture dated as of August 18, 2016, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2021(198)
|
(d)(474)
|
|
Form of 6.250% Notes due 2024, Note 38, of an aggregate principal amount of $1,502,000.00, pursuant to the Supplemental Indenture dated as of June 22, 2016, to the U.S. Bank Indenture(199)
|
(d)(475)
|
|
Form of 6.250% Notes due 2024, Note 39, of an aggregate principal amount of $1,098,150.00, pursuant to the Supplemental Indenture dated as of June 22, 2016, to the U.S. Bank Indenture(199)
|
(d)(476)
|
|
Form of 6.250% Notes due 2024, Note 40, of an aggregate principal amount of $719,375.00, pursuant to the Supplemental Indenture dated as of June 22, 2016, to the U.S. Bank Indenture(199)
|
(d)(477)
|
|
Form of 6.250% Notes due 2024, Note 41, of an aggregate principal amount of $979,025.00, pursuant to the Supplemental Indenture dated as of June 22, 2016, to the U.S. Bank Indenture(199)
|
(d)(478)
|
|
Four Hundred Thirty-Eighth Supplemental Indenture dated as of August 25, 2016, to the U.S. Bank Indenture and Form of 5.500% Prospect Capital InterNote® due 2021(199)
|
(d)(479)
|
|
Four Hundred Thirty-Ninth Supplemental Indenture dated as of September 15, 2016, to the U.S. Bank Indenture and Form of 5.250% Prospect Capital InterNote® due 2021(202)
|
(d)(480)
|
|
Four Hundred Fortieth Supplemental Indenture dated as of September 22, 2016, to the U.S. Bank Indenture and Form of 5.250% Prospect Capital InterNote® due 2021(203)
|
(d)(481)
|
|
Four Hundred Forty-First Supplemental Indenture dated as of September 29, 2016, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2021(204)
|
(d)(482)
|
|
Four Hundred Forty-Second Supplemental Indenture dated as of October 6, 2016, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2021(205)
|
(d)(483)
|
|
Four Hundred Forty-Third Supplemental Indenture dated as of October 14, 2016, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2021(206)
|
(d)(484)
|
|
Four Hundred Forty-Fourth Supplemental Indenture dated as of October 20, 2016, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2021(208)
|
(d)(485)
|
|
Four Hundred Forty-Fifth Supplemental Indenture dated as of October 27, 2016, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2021(209)
|
(d)(486)
|
|
Four Hundred Forty-Sixth Supplemental Indenture dated as of November 3, 2016, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2021(210)
|
(d)(487)
|
|
Four Hundred Forty-Seventh Supplemental Indenture dated as of November 25, 2016, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2021(211)
|
(d)(488)
|
|
Four Hundred Forty-Eighth Supplemental Indenture dated as of December 1, 2016, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2021(212)
|
(d)(489)
|
|
Four Hundred Forty-Ninth Supplemental Indenture dated as of December 8, 2016, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2021(213)
|
(d)(490)
|
|
Four Hundred Fiftieth Supplemental Indenture dated as of December 15, 2016, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2021(214)
|
Exhibit No.
|
|
Description
|
(d)(491)
|
|
Four Hundred Fifty-First Supplemental Indenture dated as of December 22, 2016, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2021(215)
|
(d)(492)
|
|
Four Hundred Fifty-Second Supplemental Indenture dated as of December 30, 2016, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2021(216)
|
(d)(493)
|
|
Four Hundred Fifty-Third Supplemental Indenture dated as of January 6, 2017, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2022(217)
|
(d)(494)
|
|
Four Hundred Fifty-Fourth Supplemental Indenture dated as of January 12, 2017, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2022(218)
|
(d)(495)
|
|
Four Hundred Fifty-Fifth Supplemental Indenture dated as of January 20, 2017, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2022(219)
|
(d)(496)
|
|
Four Hundred Fifty-Sixth Supplemental Indenture dated as of January 26, 2017, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2022(220)
|
(d)(497)
|
|
Four Hundred Fifty-Seventh Supplemental Indenture dated as of February 2, 2017, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2022(221)
|
(d)(498)
|
|
Four Hundred Fifty-Eighth Supplemental Indenture dated as of February 9, 2017, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2022(222)
|
(d)(499)
|
|
Four Hundred Fifty-Ninth Supplemental Indenture dated as of February 24, 2017, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2022(223)
|
(d)(500)
|
|
Four Hundred Sixtieth Supplemental Indenture dated as of March 2, 2017, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2022(224)
|
(d)(501)
|
|
Four Hundred Sixty-First Supplemental Indenture dated as of March 9, 2017, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2022(225)
|
(d)(502)
|
|
Four Hundred Sixty-Second Supplemental Indenture dated as of March 16, 2017, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2022(226)
|
(d)(503)
|
|
Four Hundred Sixty-Third Supplemental Indenture dated as of March 23, 2017, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2022(227)
|
(d)(504)
|
|
Four Hundred Sixty-Fourth Supplemental Indenture dated as of March 30, 2017, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2022(228)
|
(d)(505)
|
|
Four Hundred Sixty-Fifth Supplemental Indenture dated as of April 6, 2017, to the U.S. Bank Indenture and Form of 5.000% Prospect Capital InterNote® due 2022(229)
|
(d)(506)
|
|
Supplemental Indenture dated as of April 11, 2017, to the U.S. Bank Indenture, and Form of 4.950% Convertible Note due 2022(230)
|
(d)(507)
|
|
Four Hundred Sixty-Sixth Supplemental Indenture dated as of April 20, 2017, to the U.S. Bank Indenture, and Form of 4.750% Convertible Note due 2022(234)
|
(d)(508)
|
|
Four Hundred Sixty-Seventh Supplemental Indenture dated as of April 27, 2017, to the U.S. Bank Indenture, and Form of 4.750% Convertible Note due 2022(235)
|
(d)(509)
|
|
Four Hundred Sixty-Eighth Supplemental Indenture dated as of May 4, 2017, to the U.S. Bank Indenture, and Form of 4.750% Convertible Note due 2022(236)
|
(d)(510)
|
|
Four Hundred Sixty-Ninth Supplemental Indenture dated as of May 11, 2017, to the U.S. Bank Indenture, and Form of 4.750% Convertible Note due 2022(237)
|
(d)(511)
|
|
Four Hundred Seventieth Supplemental Indenture dated as of May 25, 2017, to the U.S. Bank Indenture, and Form of 4.750% Convertible Note due 2022(238)
|
(d)(512)
|
|
Four Hundred Seventy-First Supplemental Indenture dated as of June 2, 2017, to the U.S. Bank Indenture, and Form of 4.750% Convertible Note due 2022(239)
|
(d)(513)
|
|
Four Hundred Seventy-Second Supplemental Indenture dated as of June 8, 2017, to the U.S. Bank Indenture, and Form of 4.750% Convertible Note due 2022(240)
|
(d)(514)
|
|
Four Hundred Seventy-Third Supplemental Indenture dated as of June 15, 2017, to the U.S. Bank Indenture, and Form of 4.750% Convertible Note due 2022(241)
|
(d)(515)
|
|
Four Hundred Seventy-Fourth Supplemental Indenture dated as of June 22, 2017, to the U.S. Bank Indenture, and Form of 4.750% Convertible Note due 2022(242)
|
(d)(516)
|
|
Four Hundred Seventy-Fifth Supplemental Indenture dated as of June 29, 2017, to the U.S. Bank Indenture, and Form of 4.750% Convertible Note due 2022(243)
|
(d)(517)
|
|
Four Hundred Seventy-Sixth Supplemental Indenture dated as of July 7, 2017, to the U.S. Bank Indenture, and Form of 4.750% Convertible Note due 2022(244)
|
Exhibit No.
|
|
Description
|
(d)(518)
|
|
Four Hundred Seventy-Seventh Supplemental Indenture dated as of July 7, 2017, to the U.S. Bank Indenture, and Form of 5.000% Convertible Note due 2024(244)
|
(d)(519)
|
|
Four Hundred Seventy-Eighth Supplemental Indenture dated as of July 13, 2017, to the U.S. Bank Indenture, and Form of 4.500% Convertible Note due 2022(245)
|
(d)(520)
|
|
Four Hundred Seventy-Ninth Supplemental Indenture dated as of July 13, 2017, to the U.S. Bank Indenture, and Form of 5.000% Convertible Note due 2024(245)
|
(d)(521)
|
|
Four Hundred Eightieth Supplemental Indenture dated as of July 20, 2017, to the U.S. Bank Indenture, and Form of 4.500% Convertible Note due 2022(246)
|
(d)(522)
|
|
Four Hundred Eighty-First Supplemental Indenture dated as of July 20, 2017, to the U.S. Bank Indenture, and Form of 4.750% Convertible Note due 2024(246)
|
(d)(523)
|
|
Four Hundred Eighty-Second Supplemental Indenture dated as of July 27, 2017, to the U.S. Bank Indenture, and Form of 4.500% Convertible Note due 2022(247)
|
(d)(524)
|
|
Four Hundred Eighty-Third Supplemental Indenture dated as of July 27, 2017, to the U.S. Bank Indenture, and Form of 4.750% Convertible Note due 2024(247)
|
(d)(525)
|
|
Four Hundred Eighty-Fourth Supplemental Indenture dated as of August 3, 2017, to the U.S. Bank Indenture, and Form of 4.500% Convertible Note due 2022(248)
|
(d)(526)
|
|
Four Hundred Eighty-Fifth Supplemental Indenture dated as of August 3, 2017, to the U.S. Bank Indenture, and Form of 5.000% Convertible Note due 2025(248)
|
(d)(527)
|
|
Four Hundred Eighty-Sixth Supplemental Indenture dated as of August 10, 2017, to the U.S. Bank Indenture, and Form of 4.500% Convertible Note due 2022(249)
|
(d)(528)
|
|
Four Hundred Eighty-Seventh Supplemental Indenture dated as of August 10, 2017, to the U.S. Bank Indenture, and Form of 5.000% Convertible Note due 2025(249)
|
(d)(529)
|
|
Four Hundred Eighty-Eighth Supplemental Indenture dated as of August 17, 2017, to the U.S. Bank Indenture, and Form of 4.500% Convertible Note due 2022(250)
|
(d)(530)
|
|
Four Hundred Eighty-Ninth Supplemental Indenture dated as of August 17, 2017, to the U.S. Bank Indenture, and Form of 5.000% Convertible Note due 2025(250)
|
(d)(531)
|
|
Four Hundred Ninetieth Supplemental Indenture dated as of August 24, 2017, to the U.S. Bank Indenture, and Form of 4.500% Convertible Note due 2022(251)
|
(d)(532)
|
|
Four Hundred Ninety-First Supplemental Indenture dated as of August 24, 2017, to the U.S. Bank Indenture, and Form of 5.000% Convertible Note due 2025(251)
|
(e)
|
|
Dividend Reinvestment and Direct Stock Purchase Plan(174)
|
(f)
|
|
Not Applicable
|
(g)
|
|
Form of Investment Advisory Agreement between Registrant and Prospect Capital Management L.P.(2)
|
(h)(1)
|
|
Sixth Amended and Restated Selling Agent Agreement, dated November 10, 2016, by and among, the Registrant, Prospect Capital Management L.P., Prospect Administration LLC, Incapital LLC and the Agents named therein and added from time to time(211)
|
(h)(2)
|
|
Form of Equity Distribution Agreement(109)
|
(h)(3)
|
|
Underwriting Agreement, dated December 3, 2015(167)
|
(h)(4)
|
|
Form of Debt Distribution Agreement(201)
|
(h)(5)
|
|
Underwriting Agreement, dated April 6, 2017, by and among Prospect Capital Corporation, Prospect Capital Management L.P., Prospect Administration LLC and Goldman, Sachs & Co.(231)
|
(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.(158)
|
Exhibit No.
|
|
Description
|
(j)(8)
|
|
Third Amended and Restated Custody Agreement, dated as of November 6, 2015, by and between Prospect Small Business Lending, LLC and Deutsche Bank Trust Company Americas†
|
(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(109)
|
(l)(2)
|
|
Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom LLP, as special New York counsel for the Registrant(167)
|
(l)(3)
|
|
Opinion and Consent of Venable LLP, as special Maryland counsel for the Registrant(167)
|
(l)(4)
|
|
Opinion and Consent of Venable LLP, as special Maryland counsel for the Registrant(190)
|
(l)(5)
|
|
Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom LLP, as special New York counsel for the Registrant(190)
|
(l)(6)
|
|
Opinion and Consent of Venable LLP, as special Maryland counsel for the Registrant(200)
|
(l)(7)
|
|
Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom LLP, as special New York counsel for the Registrant(200)
|
(l)(8)
|
|
Opinion and Consent of Venable LLP, as special Maryland counsel for the Registrant(201)
|
(l)(9)
|
|
Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom LLP, as special New York counsel for the Registrant(201)
|
(l)(10)
|
|
Opinion and Consent of Venable LLP, as special Maryland counsel for the Registrant(232)
|
(l)(11)
|
|
Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom LLP, as special New York counsel for the Registrant(233)
|
(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†
|
(n)(3)
|
|
Power of Attorney(200)
|
(n)(4)
|
|
Consent of certified public accountants (BDO USA, LLP)†
|
(n)(5)
|
|
Consent of independent registered public accounting firm (RSM US 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(203)
|
99.1
|
|
Form of Preliminary Prospectus Supplement For Common Stock Offerings(200)
|
99.2
|
|
Form of Preliminary Prospectus Supplement For Preferred Stock Offerings(200)
|
99.3
|
|
Form of Preliminary Prospectus Supplement For Debt Offerings(200)
|
99.4
|
|
Form of Preliminary Prospectus Supplement For Rights Offerings(200)
|
99.5
|
|
Form of Preliminary Prospectus Supplement For Warrant Offerings(200)
|
99.6
|
|
Form of Preliminary Prospectus Supplement For Unit Offerings(200)
|
(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.
|
(158)
|
Incorporated by reference from the Registrant's Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2, filed on October 9, 2015.
|
(159)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 47 to the Registration Statement on Form N-2, filed on October 16, 2015.
|
(160)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 48 to the Registration Statement on Form N-2, filed on October 22, 2015.
|
(161)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 49 to the Registration Statement on Form N-2, filed on October 29, 2015.
|
(162)
|
Incorporated by reference from the Registrant's Pre-Effective Amendment No. 2 to the Registration Statement on Form N-2, filed on November 2, 2015.
|
(163)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 50 to the Registration Statement on Form N-2, filed on November 4, 2015.
|
(164)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 1 to the Registration Statement on Form N-2, filed on November 19, 2015.
|
(165)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 2 to the Registration Statement on Form N-2, filed on November 27, 2015.
|
(166)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 3 to the Registration Statement on Form N-2, filed on December 3, 2015.
|
(167)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 4 to the Registration Statement on Form N-2, filed on December 10, 2015.
|
(168)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 5 to the Registration Statement on Form N-2, filed on December 17, 2015.
|
(169)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 6 to the Registration Statement on Form N-2, filed on December 24, 2015.
|
(170)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 7 to the Registration Statement on Form N-2, filed on December 31, 2015.
|
(171)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 8 to the Registration Statement on Form N-2, filed on January 7, 2016.
|
(172)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 9 to the Registration Statement on Form N-2, filed on January 14, 2016.
|
(173)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 10 to the Registration Statement on Form N-2, filed on January 22, 2016.
|
(174)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 11 to the Registration Statement on Form N-2, filed on February 12, 2016.
|
(175)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 12 to the Registration Statement on Form N-2, filed on March 3, 2016.
|
(176)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 13 to the Registration Statement on Form N-2, filed on March 10, 2016.
|
(177)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 14 to the Registration Statement on Form N-2, filed on March 17, 2016.
|
(178)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 15 to the Registration Statement on Form N-2, filed on March 24, 2016.
|
(179)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 16 to the Registration Statement on Form N-2, filed on March 31, 2016.
|
(180)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 17 to the Registration Statement on Form N-2, filed on April 7, 2016.
|
(181)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 18 to the Registration Statement on Form N-2, filed on April 14, 2016.
|
(182)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 19 to the Registration Statement on Form N-2, filed on April 21, 2016.
|
(183)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 20 to the Registration Statement on Form N-2, filed on April 28, 2016.
|
(184)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 21 to the Registration Statement on Form N-2, filed on May 5, 2016.
|
(185)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 22 to the Registration Statement on Form N-2, filed on May 12, 2016.
|
(186)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 23 to the Registration Statement on Form N-2, filed on May 26, 2016.
|
(187)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 24 to the Registration Statement on Form N-2, filed on June 3, 2016.
|
(188)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 25 to the Registration Statement on Form N-2, filed on June 9, 2016.
|
(189)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 26 to the Registration Statement on Form N-2, filed on June 16, 2016.
|
(190)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 27 to the Registration Statement on Form N-2, filed on June 23, 2016.
|
(191)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 28 to the Registration Statement on Form N-2, filed on June 30, 2016.
|
(192)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 29 to the Registration Statement on Form N-2, filed on July 8, 2016.
|
(193)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 30 to the Registration Statement on Form N-2, filed on July 14, 2016.
|
(194)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 31 to the Registration Statement on Form N-2, filed on July 21, 2016.
|
(195)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 32 to the Registration Statement on Form N-2, filed on July 28, 2016.
|
(196)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 33 to the Registration Statement on Form N-2, filed on August 4, 2016.
|
(197)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 34 to the Registration Statement on Form N-2, filed on August 11, 2016.
|
(198)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 35 to the Registration Statement on Form N-2, filed on August 18, 2016.
|
(199)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 36 to the Registration Statement on Form N-2, filed on August 25, 2016.
|
(200)
|
Incorporated by reference from the Registrant’s Pre-Effective Registration Statement on Form N-2, filed on August 31, 2016.
|
(201)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 37 to the Registration Statement on Form N-2, filed on September 1, 2016.
|
(202)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 38 to the Registration Statement on Form N-2, filed on September 15, 2016.
|
(203)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 39 to the Registration Statement on Form N-2, filed on September 22, 2016.
|
(204)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 40 to the Registration Statement on Form N-2, filed on September 29, 2016.
|
(205)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 41 to the Registration Statement on Form N-2, filed on October 6, 2016.
|
(206)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 42 to the Registration Statement on Form N-2, filed on October 14, 2016.
|
(207)
|
Incorporated by reference from the Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2, filed on October 19, 2016.
|
(208)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 43 to the Registration Statement on Form N-2, filed on October 20, 2016.
|
(209)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 44 to the Registration Statement on Form N-2, filed on October 27, 2016.
|
(210)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 45 to the Registration Statement on Form N-2, filed on November 3, 2016.
|
(211)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 1 to the Registration Statement on Form N-2, filed on November 25, 2016.
|
(212)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 2 to the Registration Statement on Form N-2, filed on December 1, 2016.
|
(213)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 3 to the Registration Statement on Form N-2, filed on December 8, 2016.
|
(214)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 4 to the Registration Statement on Form N-2, filed on December 15, 2016.
|
(215)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 5 to the Registration Statement on Form N-2, filed on December 22, 2016.
|
(216)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 6 to the Registration Statement on Form N-2, filed on December 30, 2016.
|
(217)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 7 to the Registration Statement on Form N-2, filed on January 6, 2017.
|
(218)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 8 to the Registration Statement on Form N-2, filed on January 12, 2017.
|
(219)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 9 to the Registration Statement on Form N-2, filed on January 20, 2017.
|
(220)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 10 to the Registration Statement on Form N-2, filed on January 26, 2017.
|
(221)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 11 to the Registration Statement on Form N-2, filed on February 2, 2017.
|
(222)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 12 to the Registration Statement on Form N-2, filed on February 9, 2017.
|
(223)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 13 to the Registration Statement on Form N-2, filed on February 24, 2017.
|
(224)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 14 to the Registration Statement on Form N-2, filed on March 2, 2017.
|
(225)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 15 to the Registration Statement on Form N-2, filed on March 9, 2017.
|
(226)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 16 to the Registration Statement on Form N-2, filed on March 16, 2017.
|
(227)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 17 to the Registration Statement on Form N-2, filed on March 23, 2017.
|
(228)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 18 to the Registration Statement on Form N-2, filed on March 30, 2017.
|
(229)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 19 to the Registration Statement on Form N-2, filed on April 6, 2017.
|
(230)
|
Incorporated by reference to Exhibit 4.1 of the Registrant's Form 8-K, filed on April 11, 2017.
|
(231)
|
Incorporated by reference to Exhibit 1.1 of the Registrant's Form 8-K, filed on April 11, 2017.
|
(232)
|
Incorporated by reference to Exhibit 5.1 of the Registrant's Form 8-K, filed on April 11, 2017.
|
(233)
|
Incorporated by reference to Exhibit 5.2 of the Registrant's Form 8-K, filed on April 11, 2017.
|
(234)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 21 to the Registration Statement on Form N-2, filed on April 20, 2017.
|
(235)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 22 to the Registration Statement on Form N-2, filed on April 27, 2017.
|
(236)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 23 to the Registration Statement on Form N-2, filed on May 4, 2017.
|
(237)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 24 to the Registration Statement on Form N-2, filed on May 11, 2017.
|
(238)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 25 to the Registration Statement on Form N-2, filed on May 25, 2017.
|
(239)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 26 to the Registration Statement on Form N-2, filed on June 2, 2017.
|
(240)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 27 to the Registration Statement on Form N-2, filed on June 8, 2017.
|
(241)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 28 to the Registration Statement on Form N-2, filed on June 15, 2017.
|
(242)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 29 to the Registration Statement on Form N-2, filed on June 22, 2017.
|
(243)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 30 to the Registration Statement on Form N-2, filed on June 29, 2017.
|
(244)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 31 to the Registration Statement on Form N-2, filed on July 7, 2017.
|
(245)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 32 to the Registration Statement on Form N-2, filed on July 13, 2017.
|
(246)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 33 to the Registration Statement on Form N-2, filed on July 20, 2017.
|
(247)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 34 to the Registration Statement on Form N-2, filed on July 27, 2017.
|
(248)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 35 to the Registration Statement on Form N-2, filed on August 3, 2017.
|
(249)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 36 to the Registration Statement on Form N-2, filed on August 10, 2017.
|
(250)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 37 to the Registration Statement on Form N-2, filed on August 17, 2017.
|
(251)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 38 to the Registration Statement on Form N-2, filed on August 24, 2017.
|
*
|
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)
|
|
82.3
|
%
|
CP Well Testing, LLC (Delaware)
|
|
82.3
|
%
|
ProHaul Transports, LLC (Oklahoma)
|
|
82.3
|
%
|
Wright Foster Disposals, LLC (Delaware)
|
|
82.3
|
%
|
Wright Trucking, Inc.
(Delaware)
|
|
82.3
|
%
|
Foster Testing Co., Inc. (Delaware)
|
|
82.3
|
%
|
Echelon Aviation LLC (Delaware)
|
|
100.0
|
%
|
Echelon Aviation II, LLC (Delaware)
|
|
100.0
|
%
|
Echelon Prime Coöperatief U.A. (Netherlands)
|
|
100.0
|
%
|
Echelon Ireland Madison One Limited (Ireland)
|
|
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
|
%
|
NMMB Holdings, Inc. (Delaware)*
|
|
100.0
|
%
|
NMMB, Inc. (Delaware)
|
|
96.3
|
%
|
refuel agency, Inc. (Delaware)
|
|
96.3
|
%
|
Armed Forces Communications, Inc. (New York)
|
|
96.3
|
%
|
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
|
%
|
R-V Industries, Inc. (Pennsylvania)
|
|
88.3
|
%
|
STI Holding, Inc. (Delaware)
|
|
100.0
|
%
|
5100 Live Oaks Blvd, LLC (Delaware)
|
|
97.7
|
%
|
NPH Carroll Resort, LLC (Delaware)
|
|
100.0
|
%
|
Name of Entity and Place of Jurisdiction
|
|
% of Voting Securities Owned
|
|
Arlington Park Marietta, LLC (Delaware)
|
|
93.3
|
%
|
Lofton Place, LLC (Delaware)
|
|
93.2
|
%
|
NPH 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 Limited (Cayman Islands)
|
|
100.0
|
%
|
American Consumer Lending V, LLC (Delaware)
|
|
100.0
|
%
|
American Consumer Lending VI, LLC (Delaware)
|
|
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 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
|
%
|
American Consumer Lending Patient Solutions, LLC (Delaware)
|
|
100.0
|
%
|
ACL Intermediate Company, LLC (Delaware)
|
|
100.0
|
%
|
ACL Intermediate Company II, LLC (Delaware)
|
|
100.0
|
%
|
Murray Hill 2016-LC1 Holdings, LLC (Delaware)
|
|
100.0
|
%
|
Murray Hill 2015-LC1 Holdings, LLC (Delaware)
|
|
100.0
|
%
|
Murray Hill Grantor Trust 2015-LC1 (Delaware)
|
|
100.0
|
%
|
Murray Hill Securitization Holdings Limited (Cayman Islands)
|
|
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 Loan Company IV, LLC (Delaware)
|
|
100.0
|
%
|
ACL Consumer Loan Trust (Delaware)
|
|
100.0
|
%
|
ACL Consumer Loan Trust III (Delaware)
|
|
100.0
|
%
|
ACL Consumer Loan Trust IV (Delaware)
|
|
100.0
|
%
|
ACL Consumer Loan Trust V (Delaware)
|
|
100.0
|
%
|
ACL Consumer Loan Trust VI (Delaware)
|
|
100.0
|
%
|
ACL Patient Solutions Trust (Delaware)
|
|
100.0
|
%
|
NPH Carroll Bartram Park, LLC (Delaware)
|
|
100.0
|
%
|
NPH Carroll Atlantic Beach, LLC (Delaware)
|
|
100.0
|
%
|
Name of Entity and Place of Jurisdiction
|
|
% of Voting Securities Owned
|
|
NPH McDowell, LLC (Delaware)
|
|
90.0
|
%
|
Matthews Reserve II, LLC (Delaware)
|
|
90.0
|
%
|
City West Apartments 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
|
%
|
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)
|
|
75.2
|
%
|
Abbie Lakes OH Partners, LLC (Delaware)
|
|
75.2
|
%
|
Kengary Way OH Partners, LLC (Delaware)
|
|
75.2
|
%
|
Jefferson Chase OH Partners, LLC (Delaware)
|
|
75.2
|
%
|
Lakepoint OH Partners, LLC (Delaware)
|
|
75.2
|
%
|
Heatherbridge OH Partners, LLC (Delaware)
|
|
75.2
|
%
|
Sunbury OH Partners, LLC (Delaware)
|
|
75.2
|
%
|
Lakeview Trail OH Partners, LLC (Delaware)
|
|
75.2
|
%
|
Goldenstrand OH Partners, LLC (Delaware)
|
|
75.2
|
%
|
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
|
%
|
Vesper Tuscaloosa LLC (Delaware)
|
|
64.2
|
%
|
Vesper Iowa City LLC (Delaware)
|
|
64.2
|
%
|
Vesper Corpus Christi LLC (Delaware)
|
|
64.2
|
%
|
Vesper Campus Quarters LLC (Delaware)
|
|
64.2
|
%
|
Vesper College Station LLC (Delaware)
|
|
64.2
|
%
|
Vesper Kennesaw LLC (Delaware)
|
|
64.2
|
%
|
Vesper Statesboro LLC (Delaware)
|
|
64.2
|
%
|
Vesper Manhattan KS LLC (Delaware)
|
|
64.2
|
%
|
JSIP Union Place, LLC (Delaware)
|
|
85.0
|
%
|
9220 Old Lantern Way, LLC (Delaware)
|
|
92.5
|
%
|
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
|
%
|
Name of Entity and Place of Jurisdiction
|
|
% of Voting Securities Owned
|
|
South Atlanta Meadow View LLC (Georgia)
|
|
92.6
|
%
|
South Atlanta Peachtree Landing LLC (Georgia)
|
|
92.6
|
%
|
AWC, LLC (Delaware)
|
|
100.0
|
%
|
CCPI Holdings, Inc. (Delaware)*
|
|
100.0
|
%
|
CCPI Inc. (Delaware)
|
|
94.5
|
%
|
Credit Central Holdings of Delaware, LLC (Delaware)*
|
|
100.0
|
%
|
Credit Central Loan Company, LLC (South Carolina)
|
|
99.1
|
%
|
Credit Central, LLC (South Carolina)
|
|
99.1
|
%
|
Credit Central South, LLC (South Carolina)
|
|
99.1
|
%
|
Credit Central of Tennessee, LLC (South Carolina)
|
|
99.1
|
%
|
Credit Central of Texas, LLC (South Carolina)
|
|
99.1
|
%
|
MITY Holdings of Delaware Inc. (Delaware)*
|
|
100.0
|
%
|
MITY, Inc. (Utah)
|
|
95.5
|
%
|
MITY-LITE, Inc. (Utah)
|
|
95.5
|
%
|
Broda Enterprises ULC (British Columbia, Canada)
|
|
95.5
|
%
|
Broda USA, Inc. (Utah)
|
|
95.5
|
%
|
Nationwide Acceptance Holdings LLC (Delaware)*
|
|
100.0
|
%
|
Nationwide Loan Company LLC (Delaware)
|
|
94.5
|
%
|
Nationwide Online Lending LLC (Delaware)
|
|
94.5
|
%
|
Pelican Loan Company LLC (Delaware)
|
|
94.5
|
%
|
Nationwide Acceptance LLC (Delaware)
|
|
94.5
|
%
|
Hercules Insurance Agency LLC (Illinois)
|
|
94.5
|
%
|
Nationwide CAC LLC (Illinois)
|
|
94.5
|
%
|
Nationwide Cassel LLC (Illinois)
|
|
94.5
|
%
|
Nationwide Installment Services LLC (Illinois)
|
|
94.5
|
%
|
Nationwide Loans LLC (Illinois)
|
|
94.5
|
%
|
Nationwide Nevada LLC (Illinois)
|
|
94.5
|
%
|
Nationwide Northwest LLC (Illinois)
|
|
94.5
|
%
|
Nationwide Southeast LLC (Illinois)
|
|
94.5
|
%
|
Nationwide West LLC (Illinois)
|
|
94.5
|
%
|
NIKO Credit Services LLC (Illinois)
|
|
94.5
|
%
|
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
|
%
|
USES Corp. (Texas)
|
|
99.9
|
%
|
SB Forging Company II, Inc. (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
|
|
157
|
(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)(8)
|
|
Third Amended and Restated Custody Agreement, dated as of November 6, 2015, by and between Prospect Small Business Lending, LLC and Deutsche Bank Trust Company Americas
|
(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
|
(n)(4)
|
|
Consent of certified public accountants (BDO USA, LLP)
|
(n)(5)
|
|
Consent of independent registered public accounting firm (RSM US LLP)
|
If to the Custodian:
|
Deutsche Bank Trust Company Americas
1761 East St. Andrew Place
Santa Ana, CA 92705
Attn: Mortgage Custody - PC141C
Telephone No.: (714) 247-6000
|
If to On Deck as the Servicer:
|
On Deck Capital, Inc.
901 N. Stuart Street, Suite 700
Arlington, VA 22203
Attention: Martha Dreiling, Senior Director of Operations
Telephone: (888) 269-4246, Ext. 413
Facsimile: (866) 679-6607
With a copy to:
DLA Piper LLP (US)
500 Eighth Street, NW
Washington, DC 20004
Attn: Rich Davis
|
If to On Deck as the Seller:
|
On Deck Capital, Inc.
1400 Broadway, 25th Floor
New York, NY 10018
Attention: Chief Legal Officer, On Deck
Telephone: 917-677-7177
Facsimile: 646-417-6376
With a copy to:
DLA Piper LLP (US)
500 Eighth Street, NW
Washington, DC 20004
Attn: Rich Davis
|
If to the Purchaser:
|
Prospect Small Business Lending, LLC
c/o Prospect Capital Corporation
10 East 40th Street, 42nd Floor
New York, New York 10016
Attention: General Counsel and Christopher Johnson
Facsimile No.: 212-448-9652
Email: fax@prospectstreet.com
pl@prospectstreet.com
pacct@prospectstreet.com
cjohnson@prospectstreet.com
grier@prospectstreet.com
jbarry@prospectstreet.com
ponline@prospectstreet.com
|
Re:
|
Third Amended and Restated Custodial Services Agreement, dated as of October [__], 2015 (the “
Agreement
”), among Deutsche Bank Trust Company Americas, as custodian (the “
Custodian
”), On Deck Capital, Inc., as servicer and seller, and Prospect Small Business Lending, LLC, as purchaser (the “
Purchaser
”)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
The applicable Business Loan and Security Agreement and Business Loan and Security Agreement Supplement, together with an assignment executed by On Deck Capital, Inc. in favor of the Purchaser (such assignment may be evidenced by an omnibus assignment listing the applicable Business Loan and Security Agreement);
|
2.
|
Authorization Agreement for Direct Deposit (ACH Credit) and Direct Payments (ACH Debits;
|
3.
|
A copy of any one of the following with respect to the related Loan Obligor:
|
4.
|
A copy of any one of the following with respect to the related Loan Obligor:
|
5.
|
A confirmation from a nationally recognized filing service that a UCC financing statement has been submitted for filing in connection with such Loan Agreements if Field 13 of the Loan Schedule for such Purchased Loan indicates that a UCC financing statement has been filed.
|
1.
|
The applicable Business Loan and Security Agreement and Business Loan and Security Agreement Supplement, together with an assignment executed by On Deck Capital, Inc. in favor of the Borrower (such assignment may be evidenced by an omnibus assignment listing the applicable Business Loan and Security Agreement);
|
2.
|
Authorization Agreement for Direct Deposit (ACH Credit) and Direct Payments (ACH Debits);
|
3.
|
A copy of the Lexis Nexis Business Instant ID report and consumer credit report of the related Loan Obligor.
|
4.
|
IDology’s ExpectID IQ Identity Verification.
|
Re:
|
Third Amended and Restated Custodial Services Agreement, dated as of October [__], 2015 (the “
Agreement
”), among Deutsche Bank Trust Company Americas, as custodian, On Deck Capital, Inc., as servicer and seller, and Prospect Small Business Lending, LLC, as purchaser (the “
Purchaser
”)
|
|
Field Name
Description
|
1.
|
Loan ID
|
2.
|
Name of Business
|
3.
|
Loan Amount
|
4.
|
Total Repayment Amount
|
5.
|
Daily/Weekly Payment Amount, as applicable
|
6.
|
Repayment Term
|
7.
|
Loan Obligor’s account number (where On Deck has ACH authority)
|
8.
|
Name on Loan Obligor’s account at bank
|
9.
|
Name of bank housing Loan Obligor’s account
|
10.
|
Routing number (for ACH) for that bank
|
11.
|
Any other information needed to initiate an ACH
|
12.
|
Full address
|
13.
|
UCC Financing Statement if filed
|
14.
|
Origination Date
|
15.
|
FAP Fee $
|
|
|
__________________________________
|
__________________________________
|
__________________________________
|
__________________________________
|
__________________________________
|
__________________________________
|
__________________________________
|
__________________________________
|
__________________________________
|
__________________________________
|
|
|
__________________________________
|
__________________________________
|
__________________________________
|
__________________________________
|
__________________________________
|
__________________________________
|
__________________________________
|
__________________________________
|
__________________________________
|
__________________________________
|
__________________________________
|
__________________________________
|
__________________________________
|
__________________________________
|
__________________________________
|
__________________________________
|
__________________________________
|
__________________________________
|
__________________________________
|
__________________________________
|
/s/ BDO USA, LLP
|
|
New York, New York
|
|
August 30, 2017
|
/s/ RSM US LLP
|
|
Raleigh, North Carolina
|
|
August 30, 2017
|