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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 Aggregate Offering Price(1)
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Amount of Registration Fee
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Notes
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$500,000,000
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$500,000,000
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60,600(1)
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Incapital LLC
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Citigroup
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RBC Capital Markets
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•
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$0.06 per share for September 2019 to holders of record on September 30, 2019 with a payment date of October 24, 2019.
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•
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$0.06 per share for October 2019 to holders of record on October 31, 2019 with a payment date of November 20, 2019.
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Issuer
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Prospect Capital Corporation
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Purchasing Agent
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Incapital LLC
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Agents
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Citigroup Global Markets Inc. and RBC Capital Markets, LLC. From time to time, we may sell the notes to or through additional agents.
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Title of Notes
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Prospect Capital InterNotes®
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Amount
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We will on a continuous basis pursuant to this prospectus offer up to $500,000,000 of notes. There are no limitations on our ability to issue additional indebtedness in the form of Prospect Capital InterNotes® or otherwise other than under the 1940 Act and the asset coverage requirement under our credit facility.
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Denominations
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The notes will be issued and sold in denominations of $1,000 and multiples of $1,000 (unless otherwise stated in the pricing supplement).
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Ranking
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The notes will be our general, senior unsecured obligations and will rank equally in right of payment with all of our existing and future senior unsecured indebtedness, including without limitation, our Unsecured Notes. As a result, the notes are effectively subordinated to our existing and future secured indebtedness (including indebtedness that is initially unsecured to which we subsequently grant security) to the extent of the value of the assets securing such indebtedness and structurally subordinated to any existing and future liabilities and other indebtedness of our subsidiaries. Effective subordination means that in any liquidation, dissolution, bankruptcy or other similar proceeding, the holders of any of our existing or future secured indebtedness and the secured indebtedness of our subsidiaries may assert rights against the assets pledged to secure that indebtedness in order to receive full payment of their indebtedness before the assets may be used to pay other creditors. Structural subordination means that creditors of a parent entity are subordinate to creditors of a subsidiary entity with respect to the subsidiary’s assets. As of August 28, 2019, we and our subsidiaries had approximately $2.3 billion of indebtedness outstanding, $102.0 million of which was secured indebtedness and $2.2 billion of which was unsecured indebtedness. The total dollar amount of indebtedness the notes are structurally and effectively subordinated to is $102.0. As of August 28, 2019, our asset coverage ratio was 2.3926.
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Sinking Fund
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The notes will not be subject to any sinking fund.
A sinking fund is a fund established by us by periodically setting aside money for the gradual repayment of a debt. No amounts will be set aside for the express purpose of repayment of principal and any unpaid interest on the notes and repayment of the notes will depend upon our financial condition as of the maturity date of the notes.
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Defeasance
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The notes are subject to defeasance by us.
‘‘Defeasance’’ means that, by depositing with a trustee an amount of cash and/or government securities sufficient to pay all principal and interest, if any, on the notes when due and satisfying any additional conditions required under the indenture relating to the notes, we will be deemed to have been discharged from our obligations under the indenture relating to the notes. We are under no obligation to exercise any rights of defeasance.
The notes are subject to covenant defeasance by us.
In the event of a ‘‘covenant defeasance,’’ upon depositing such funds and satisfying conditions similar to those for defeasance we would be released from certain covenants under the indenture relating to the notes. The consequences to the holders of the notes would be that, while they would no longer benefit from certain covenants under the indenture relating to the notes, and while the notes could not be accelerated for any reason, the holders of notes nonetheless would be guaranteed to receive the principal and interest owed to them. We are under no obligation to exercise any rights of covenant defeasance.
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Form of Notes
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The notes will be represented by global notes that will be registered in the name of The Depository Trust Company, or ‘‘DTC’,’ or its nominee. This means that, except in limited circumstances, you will not receive certificates for the notes. Beneficial interests in the notes will be represented through book entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in DTC. Investors may elect to hold interests in the notes through either DTC, if they are a participant, or indirectly through organizations that are participants in DTC.
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Events of Default
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If an event of default (as described herein under ‘‘Description of Notes’’) on the notes occurs, the principal amount of the notes, plus accrued and unpaid interest, may be declared immediately due and payable, subject to conditions set forth in the indenture relating to the notes. These amounts automatically become due and payable in the case of certain types of bankruptcy or insolvency events involving us.
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Other Covenants
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In addition to any other covenants described in this prospectus, as well as standard covenants relating to payment of principal and interest, maintaining an office where payments may be made or securities can be surrendered for payment, payment of taxes by the Company and related matters, the following covenant will apply to the notes:
We agree that for the period of time during which the notes are outstanding, we will not violate Section 18(a)(1)(A) as modified by Section 61(a) of the 1940 Act or any successor provisions. These provisions generally prohibit us from incurring additional borrowings, including through the issuance of the notes under this prospectus, unless our asset coverage, as defined in the 1940 Act, equals at least 200% after such borrowings (or 150% after such borrowings if we were ever to elect to approve the reduced asset coverage requirements in accordance with the procedures set forth in Section 61(a)(2) of the 1940 Act, as amended by the Small Business Credit Availability Act).
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No Established Trading Market
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The notes are a new issue of securities with no established trading market. No note will have an established trading market when issued. We do not intend to apply for the listing of the notes on any securities exchange. However, we have been advised by the agents that they may purchase and sell notes in the secondary market as permitted by applicable laws and regulations. The agents are not obligated to make a market in the notes, and they may discontinue making a market in the notes at any time without notice. Neither we nor the agents can provide any assurance regarding the development, liquidity or maintenance of any trading market for any notes. All secondary trading in the notes will settle in same-day funds. See “Registration and Settlement.”
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Maturities
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Each note will mature 12 months or more from its date of original issuance.
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Interest
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Notes may be issued with a fixed or floating interest rate; a floating interest rate note will be based on the London Interbank Offered Rate, or “LIBOR”.
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Interest on each fixed or floating interest rate note will be payable either monthly, quarterly, semi-annually or annually on each interest payment date and on the stated maturity date. Interest also will be paid on the date of redemption or repayment if a note is redeemed or repaid prior to its stated maturity in accordance with its terms.
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Interest on the notes will be computed on the basis of a 360-day year of twelve 30-day months, often referred to as the 30/360 (ISDA) day count convention.
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Principal
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The principal amount of each note will be payable on its stated maturity date at the corporate trust office of the paying agent or at any other place we may designate.
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Redemption and Repayment
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Unless otherwise stated in the applicable pricing supplement, a note will not be redeemable at our option or be repayable at the option of the holder prior to its stated maturity date.
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Survivor’s Option
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Specific notes may contain a provision permitting the optional repayment of those notes prior to stated maturity, if requested by the authorized representative of the beneficial owner of those notes, following the death of the beneficial owner of the notes, so long as the notes were owned by the beneficial owner or his or her estate at least six months prior to the request. This feature is referred to as a “Survivor’s Option.” Your notes will not be repaid in this manner unless the pricing supplement for your notes provides for the Survivor’s Option. If the pricing supplement for your notes provides for the Survivor’s Option, your right to exercise the Survivor’s Option will be subject to limits set by us on (1) the permitted dollar amount of total exercises by all holders of notes in any calendar year, and (2) the permitted dollar amount of an individual exercise by a holder of a note in any calendar year. Additional details on the Survivor’s Option are described in the section entitled “Description of Notes—Survivor’s Option.”
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Use of Proceeds
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Unless otherwise indicated in a pricing supplement for the notes, we expect to use the net proceeds from the sale of the notes initially to maintain balance sheet liquidity, involving repayment of debt under our credit facility, if any, and redemption of outstanding Prospect Capital InterNotes® and other debt, 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.
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Sale and Clearance
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We will sell notes in the United States only. Notes will be issued in book-entry only form and will clear through The Depository Trust Company. We do not intend to issue notes in certificated form.
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Trustee
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The trustee for the notes is U.S. Bank National Association, under an indenture dated as of February 16, 2012, as amended and as supplemented from time to time.
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Selling Group
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The agents and dealers comprising the selling group are broker-dealers and securities firms. Each of the Purchasing Agent, Citigroup Global Markets Inc. and RBC Capital Markets, LLC entered into a Selling Agent Agreement with us dated [___], or the “Selling Agent Agreement”. Additional agents appointed by us from time to time in connection with the offering of the notes contemplated by this prospectus supplement will become parties to the Selling Agent Agreement. Dealers who are members of the selling group have executed a Master Selected Dealer Agreement with the Purchasing Agent. The agents and the dealers have agreed to market and sell the notes in accordance with the terms of those respective agreements and all other applicable laws and regulations. You may contact the Purchasing Agent at info@incapital.com for a list of selling group members.
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For the Year Ended June 30,
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|||||||||||||||||||
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2019
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2018
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2017
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2016
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2015
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Performance Data:
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||||||||||
Total interest income
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$
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624,116
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|
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$
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607,012
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|
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$
|
668,717
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|
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$
|
731,618
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|
|
$
|
748,974
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Total dividend income
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|
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36,029
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|
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13,046
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|
|
5,679
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|
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26,501
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|
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7,663
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|
|||||
Total other income
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|
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43,622
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37,787
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26,650
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33,854
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|
34,447
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|||||
Total Investment Income
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703,767
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657,845
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701,046
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791,973
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|
|
791,084
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|
|||||
Interest and credit facility expenses
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|
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(157,231
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)
|
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(155,039
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)
|
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(164,848
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)
|
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(167,719
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)
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(170,660
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)
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|||||
Investment advisory expense
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(200,048
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)
|
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(189,759
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)
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(199,394
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)
|
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(219,305
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)
|
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(225,277
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)
|
|||||
Other expenses
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|
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(33,629
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)
|
|
(26,197
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)
|
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(30,722
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)
|
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(33,821
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)
|
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(32,400
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)
|
|||||
Total Operating Expenses
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(390,908
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)
|
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(370,995
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)
|
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(394,964
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)
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(420,845
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)
|
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(428,337
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)
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|||||
Net Investment Income
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|
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312,859
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|
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286,850
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|
|
306,082
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|
|
371,128
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|
|
362,747
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|
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Net realized and change in unrealized gains (losses)
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|
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(168,372
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)
|
|
13,013
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(53,176
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)
|
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(267,766
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)
|
|
(16,408
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)
|
|||||
Net increase in Net Assets from Operations
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|
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$
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144,487
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$
|
299,863
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|
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$
|
252,906
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|
|
$
|
103,362
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|
|
$
|
346,339
|
|
Per Share Data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Increase in Net Assets from
Operations(1)
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|
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$
|
0.39
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$
|
0.83
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|
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$
|
0.70
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|
|
$
|
0.29
|
|
|
$
|
0.98
|
|
Dividends declared per share
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|
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$
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(0.72
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)
|
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$
|
(0.77
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)
|
|
$
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(1.00
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)
|
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$
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(1.00
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)
|
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$
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(1.19
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)
|
Weighted average shares of common stock outstanding
|
|
|
365,984,541
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|
|
361,456,075
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|
|
358,841,714
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|
|
356,134,297
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|
|
353,648,522
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|
|||||
Assets and Liabilities Data:
|
|
|
|
|
|
|
|
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|
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|
||||||||||
Investments at Fair Value
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|
|
$
|
5,653,553
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|
|
5,727,279
|
|
|
$
|
5,838,305
|
|
|
$
|
5,897,708
|
|
|
$
|
6,609,558
|
|
|
Other Assets(4)
|
|
|
146,510
|
|
|
111,541
|
|
|
334,484
|
|
|
338,473
|
|
|
144,356
|
|
|||||
Total Assets(4)
|
|
|
5,800,063
|
|
|
5,838,820
|
|
|
6,172,789
|
|
|
6,236,181
|
|
|
6,753,914
|
|
|||||
Revolving Credit Facility
|
|
|
167,000
|
|
|
37,000
|
|
|
—
|
|
|
—
|
|
|
368,700
|
|
|||||
Convertible notes(4)
|
|
|
739,997
|
|
|
809,073
|
|
|
937,641
|
|
|
1,074,361
|
|
|
1,218,226
|
|
|||||
Public notes (4)
|
|
|
780,548
|
|
|
716,810
|
|
|
738,300
|
|
|
699,368
|
|
|
541,490
|
|
|||||
Prospect Capital InterNotes®(4)
|
|
|
695,350
|
|
|
748,926
|
|
|
966,254
|
|
|
893,210
|
|
|
811,180
|
|
|||||
Due to Prospect Administration and Prospect Capital Management
|
|
|
48,410
|
|
|
51,257
|
|
|
50,159
|
|
|
55,914
|
|
|
6,788
|
|
|||||
Other liabilities
|
|
|
62,483
|
|
|
68,707
|
|
|
125,483
|
|
|
77,411
|
|
|
104,481
|
|
|||||
Total Liabilities(4)
|
|
|
2,493,788
|
|
|
2,431,773
|
|
|
2,817,837
|
|
|
2,800,264
|
|
|
3,050,865
|
|
|||||
Net Assets
|
|
|
$
|
3,306,275
|
|
|
$
|
3,407,047
|
|
|
$
|
3,354,952
|
|
|
$
|
3,435,917
|
|
|
$
|
3,703,049
|
|
Investment Activity Data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
No. of portfolio companies at period end
|
|
|
135
|
|
|
135
|
|
|
121
|
|
|
125
|
|
|
131
|
|
|||||
Acquisitions
|
|
|
$
|
704,543
|
|
|
$
|
1,730,657
|
|
|
$
|
1,489,470
|
|
|
$
|
979,102
|
|
|
$
|
1,867,477
|
|
Sales, repayments, and other disposals
|
|
|
$
|
627,978
|
|
|
$
|
1,831,286
|
|
|
$
|
1,413,882
|
|
|
$
|
1,338,875
|
|
|
$
|
1,411,562
|
|
Total return based on market value(2)
|
|
|
8.23
|
%
|
|
(7.42
|
)%
|
|
16.80
|
%
|
|
21.84
|
%
|
|
(20.84
|
)%
|
|||||
Total return based on net asset value(2)
|
|
|
7.17
|
%
|
|
12.39
|
%
|
|
8.98
|
%
|
|
7.15
|
%
|
|
11.47
|
%
|
|||||
Weighted average yield on debt portfolio at period end(3)
|
|
|
13.1
|
%
|
|
13.0
|
%
|
|
12.2
|
%
|
|
13.2
|
%
|
|
12.7
|
%
|
|||||
Weighted average yield on total portfolio at period end
|
|
|
10.6
|
%
|
|
10.5
|
%
|
|
10.4
|
%
|
|
12.0
|
%
|
|
11.9
|
%
|
(1)
|
Per share data 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)
|
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/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 year/period and assumes that dividends are reinvested in accordance with our dividend reinvestment plan. For a period less than a year, the return is not annualized.
|
(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, and $57,010 previously reported as an asset on the Consolidated Statements of Assets and Liabilities as of June 30, 2016, and 2015, respectively, have been reclassified as a direct deduction to the respective Unsecured Notes. See Critical Accounting Policies and Estimates for further discussion.
|
(5)
|
Includes equity investments and non-performing loans.
|
•
|
making it more difficult for us to meet our payment and other obligations under the notes and our other outstanding debt;
|
•
|
resulting in an event of default if we fail to comply with the financial and other restrictive covenants contained in our debt agreements, which event of default could result in substantially all of our debt becoming immediately due and payable;
|
•
|
reducing the 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;
|
•
|
subjecting us to the risk of increased sensitivity to interest rate increases on our indebtedness with variable interest rates, including borrowings under our credit facility; and
|
•
|
limiting our 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.
|
•
|
issue securities or otherwise incur additional indebtedness or other obligations, including (1) any indebtedness or other obligations that would be equal in right of payment to the notes, (2) any indebtedness or other obligations that would be secured and therefore rank effectively senior in right of payment to the notes to the extent of the values of the assets securing such debt, (3) indebtedness of ours that is guaranteed by one or more of our subsidiaries and which therefore is structurally senior to the notes and (4) securities, indebtedness or obligations issued or incurred by our subsidiaries that would be senior to our equity interests in our subsidiaries and therefore rank structurally senior to the notes with respect to the assets of our subsidiaries, in each case other than an incurrence of indebtedness or other obligation that would cause a violation of Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act or any successor provisions;
|
•
|
pay dividends on, or purchase or redeem or make any payments in respect of, capital stock or other securities ranking junior in right of payment to the notes;
|
•
|
sell assets (other than certain limited restrictions on our ability to consolidate, merge or sell all or substantially all of our assets);
|
•
|
enter into transactions with affiliates;
|
•
|
create liens (including liens on the shares of our subsidiaries) or enter into sale and leaseback transactions;
|
•
|
make investments; or
|
•
|
create restrictions on the payment of dividends or other amounts to us from our subsidiaries.
|
•
|
the method of calculating the principal and interest for the notes;
|
•
|
the time remaining to the stated maturity of the notes;
|
•
|
the outstanding amount of the notes;
|
•
|
the redemption or repayment features of the notes; and
|
•
|
the level, direction and volatility of interest rates generally.
|
•
|
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.
|
•
|
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.
|
•
|
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 collectability of the deferred payments and the value of any associated collateral. OID and PIK income may also create uncertainty about the source of our cash distributions.
|
•
|
the notes will be our direct unsecured senior obligations and will rank equally with all of our other unsecured senior indebtedness from time to time outstanding;
|
•
|
the notes may be offered by us through the Purchasing Agent or the agents and each note will mature on a day that is at least 12 months from its date of original issuance;
|
•
|
each note may be issued with a fixed or floating interest rate; any floating interest rate will initially be based on LIBOR;
|
•
|
the notes will not be subject to any sinking fund; and
|
•
|
the minimum denomination of the notes will be $1,000 (unless otherwise stated in the pricing supplement).
|
•
|
the stated maturity;
|
•
|
the denomination of your notes;
|
•
|
the price at which we originally issue your notes, expressed as a percentage of the principal amount, and the original issue date;
|
•
|
whether your notes are fixed rate notes or floating rate notes;
|
•
|
if your notes are fixed rate notes, the annual rate at which your notes will bear interest, or the periodic rates in the case of notes that bear different rates at different times during the term of the notes, and the interest payment dates, if different from those stated below under “-Interest Rates-Fixed Rate Notes;”
|
•
|
if your notes are floating rate notes, the interest rate, spread or spread multiplier or initial base rate, maximum rate and/or minimum rate; if there is more than one spread to be applied at different times during the term of the notes for your interest rate, which spread during which periods applies to your notes; and the interest reset, determination, calculation and payment dates, all of which we describe under “-Interest Rates-Floating Rate Notes” below;
|
•
|
if applicable, the circumstances under which your notes may be redeemed at our option or repaid at the holder’s option before the stated maturity, including any redemption commencement date, repayment date(s), redemption price(s) and redemption period(s), all of which we describe under “-Redemption and Repayment” below;
|
•
|
whether the authorized representative of the holder of a beneficial interest in the notes will have the right to seek repayment upon the death of the holder as described under “-Survivor’s Option;”
|
•
|
any special U.S. federal income tax consequences of the purchase, ownership and disposition of the notes; and
|
•
|
any other significant terms of your notes, which could be different from those described in this prospectus, but in no event inconsistent with the indenture.
|
•
|
by adding or subtracting a specified number of basis points, called the spread, with one basis point being 0.01%; or
|
•
|
by multiplying the base rate by a specified percentage, called the spread multiplier.
|
•
|
a maximum rate-i.e., a specified upper limit that the actual interest rate in effect at any time may not exceed; and/or
|
•
|
a minimum rate-i.e., a specified lower limit that the actual interest rate in effect at any time may not fall below.
|
•
|
for floating rate notes that reset daily, each London business day (as defined below);
|
•
|
for floating rate notes that reset weekly, the Wednesday of each week;
|
•
|
for floating rate notes that reset monthly, the third Wednesday of each month;
|
•
|
for floating rate notes that reset quarterly, the third Wednesday of each of four months of each year as specified in your pricing supplement;
|
•
|
for floating rate notes that reset semi-annually, the third Wednesday of each of two months of each year as specified in your pricing supplement; and
|
•
|
for floating rate notes that reset annually, the third Wednesday of one month of each year as specified in your pricing supplement.
|
•
|
If the rate described above does not so appear on the Reuters screen LIBOR page, then LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars are offered by four major banks in the London interbank market selected by the calculation agent at approximately 11:00 A.M., London time, on the relevant interest determination date, to prime banks in the London interbank market for a period of the specified index maturity, beginning on the relevant interest reset date, and in a representative amount. The calculation agent will request the principal London office of each of these major banks to provide a quotation of its rate. If at least two quotations are provided, LIBOR for the relevant interest reset date will be the arithmetic mean of the quotations.
|
•
|
If fewer than two of the requested quotations described above are provided, LIBOR for the relevant interest reset date will be the arithmetic mean of the rates quoted by major banks in New York City selected by the calculation agent, at approximately 11:00 A.M., New York City time (or the time in the relevant principal financial center), on the relevant interest reset date, for loans in U.S. dollars (or the index currency) to leading European banks for a period of the specified index maturity, beginning on the relevant interest reset date, and in a representative amount.
|
•
|
If no quotation is provided as described in the preceding paragraph, then the calculation agent, after consulting such sources as it deems comparable to any of the foregoing quotations or display page, or any such source as it deems reasonable from which to estimate LIBOR or any of the foregoing lending rates, shall determine LIBOR for that interest reset date in its sole discretion.
|
•
|
Notwithstanding the forgoing, if we, in our sole discretion, determine that LIBOR has been permanently discontinued and we have notified the calculation agent of such determination, the calculation agent will use, as a substitute for LIBOR (the “Alternative Rate”) for each interest determination date thereafter, the reference rate selected as an alternative to LIBOR by the central bank, reserve bank, monetary authority or any similar institution (including any committee or working group thereof) that is consistent with accepted market practice regarding the selection and use of a substitute for LIBOR. As part of such substitution, the calculation agent will, after consultation with us, make such adjustments (“Adjustments”) to the Alternative Rate or the spread thereon, as well as the business day convention, interest determination dates and related provisions and definitions, in each case that are consistent with accepted market practice for the use of such Alternative Rate for the floating rate notes. If the calculation agent determines, following consultation with us, that there is no clear market consensus as to whether any rate has replaced LIBOR in customary market usage, (a) the calculation agent shall have the right to resign as calculation agent in respect of the floating rate notes and (b) we will appoint, in our sole discretion, a new calculation agent to replace the calculation agent, solely in its role as calculation agent in respect of the floating rate notes, to determine the alternative rate and make any adjustments thereto, and the determinations of such calculation agent will be binding on us, the trustee and the holder of the floating rate notes. If, however, the calculation agent or any subsequent calculation agent determines that LIBOR has been discontinued, but for any reason an Alternative Rate has not been determined, LIBOR will be equal to such rate on the interest determination date when LIBOR was last available on the Reuters screen LIBOR page, as determined by the calculation agent or any subsequent calculation agent.
|
•
|
For the purpose of this section, we define the term “index maturity” as the interest rate period of LIBOR, or any Alternative Rate, as applicable, on which the interest rate formula is based as specified in your pricing supplement.
|
•
|
a written instruction to such broker or other entity to notify DTC of the authorized representative’s desire to obtain repayment pursuant to exercise of the Survivor’s Option;
|
•
|
appropriate evidence satisfactory to the trustee (a) that the deceased was the beneficial owner of the note at the time of death and his or her interest in the note was owned by the deceased beneficial owner or his or her estate at least six months prior to the request for repayment, (b) that the death of the beneficial owner has occurred, (c) of the date of death of the beneficial owner, and (d) that the representative has authority to act on behalf of the beneficial owner;
|
•
|
if the interest in the note is held by a nominee of the deceased beneficial owner, a certificate satisfactory to the trustee from the nominee attesting to the deceased’s beneficial ownership of such note;
|
•
|
written request for repayment signed by the authorized representative of the deceased beneficial owner with the signature guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company having an office or correspondent in the United States;
|
•
|
if applicable, a properly executed assignment or endorsement;
|
•
|
tax waivers and any other instruments or documents that the trustee reasonably requires in order to establish the validity of the beneficial ownership of the note and the claimant’s entitlement to payment; and
|
•
|
any additional information the trustee reasonably requires to evidence satisfaction of any conditions to the exercise of the Survivor’s Option or to document beneficial ownership or authority to make the election and to cause the repayment of the note.
|
•
|
An investor will be an indirect holder and must look to his or her own bank or broker for payments on the notes and protection of his or her legal rights relating to the notes.
|
•
|
An investor may not be able to sell interests in the notes 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 note in circumstances where certificates representing the notes must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective.
|
•
|
DTC’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 note. We and the trustee have no responsibility for any aspect of DTC’s actions or for its records of ownership interests in a global note. We and the trustee also do not supervise DTC in any way.
|
•
|
If we redeem less than all the notes being redeemed, DTC’s practice is to determine by lot the amount to be redeemed from each of its participants holding those notes.
|
•
|
An investor is required to give notice of exercise of any option to elect repayment of its notes, for example in connection with an exercise of the Survivor’s Option, through its participant, to the trustee and to deliver the notes by causing its participant to transfer its interest in those notes, on DTC’s records, to the trustee.
|
•
|
DTC requires that those who purchase and sell interests in a global note 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 note.
|
•
|
if DTC notifies us that it is unwilling or unable to continue as depositary for that global note or we become aware that DTC has ceased to be a clearing agency registered under the Exchange Act and, in any case, we do not appoint a successor to DTC to act as depositary within 60 days,
|
•
|
if we, in our sole discretion, determine that the global notes shall be exchangeable for certificated notes, or
|
•
|
if an event of default has occurred and is continuing with regard to the notes; we discuss defaults later under “-Events of Default.”
|
•
|
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 notes registered in your own name so you can be a holder, if that is permitted in the future as contemplated by a supplement to the prospectus or an applicable pricing supplement,
|
•
|
how it would exercise rights under the notes if there were a default or other event triggering the need for holders to act to protect their interests, and
|
•
|
if the notes are in book-entry form, how DTC’s rules and procedures will affect these matters.
|
•
|
We do not pay the principal of, or any premium on, a note on its due date.
|
•
|
We do not pay interest on a note within 30 days of its due date.
|
•
|
We do not deposit any sinking fund payment in respect of a note on its due date.
|
•
|
We remain in breach of a covenant in respect of notes 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 notes.
|
•
|
We file for bankruptcy or certain other events of bankruptcy, insolvency or reorganization occur.
|
•
|
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 notes 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 notes 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 notes.
|
•
|
The merger or sale of assets must not cause a default on the notes 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.
|
•
|
We must deliver certain certificates and documents to the trustee.
|
•
|
change the stated maturity of the principal of, or interest on, a note;
|
•
|
reduce any amounts due on a note;
|
•
|
reduce the amount of principal payable upon acceleration of the maturity of a note following a default;
|
•
|
adversely affect any right of repayment at the holder’s option;
|
•
|
change the place or currency of payment on a note;
|
•
|
impair your right to sue for payment;
|
•
|
adversely affect any right to convert or exchange a note in accordance with its terms;
|
•
|
modify the subordination provisions in the indenture in a manner that is adverse to holders of the notes;
|
•
|
reduce the percentage of holders of notes whose consent is needed to modify or amend the indenture;
|
•
|
reduce the percentage of holders of notes 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 the notes, it must be approved by the holders of a majority in principal amount of the notes.
|
•
|
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.
|
•
|
Since the notes are denominated in U.S. dollars, we must deposit in trust for the benefit of all holders of the notes 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 notes 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 notes any differently than if we did not make the deposit and just repaid the notes 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.
|
•
|
Since the notes are denominated in U.S. dollars, we must deposit in trust for the benefit of all holders of the notes 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 notes 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 notes any differently than if we did not make the deposit and just repaid the notes ourselves at maturity. Under current United States federal tax law, the deposit and our legal release from the notes 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 notes and you would recognize gain or loss on the notes 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.
|
•
|
We agree that for the period of time during which the notes are outstanding, we will not violate Section 18(a)(1)(A) as modified by Section 61(a) of the 1940 Act or any successor provisions. These provisions generally prohibit us from incurring additional borrowings, including through the issuance of the notes under this prospectus, unless our asset coverage, as defined in the 1940 Act, equals at least 200% after such borrowings (or 150% after such borrowings if we were ever to elect to approve the reduced asset coverage requirements in accordance with the procedures set forth in Section 61(a)(2) of the 1940 Act, as amended by the Small Business Credit Availability Act).
|
•
|
only in fully registered certificated form,
|
•
|
without interest coupons, and
|
•
|
unless we indicate otherwise in an applicable pricing 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 notes), 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 subordinated notes,
|
•
|
our debt securities designated as Senior Securities under the indenture, and
|
•
|
renewals, extensions, modifications and refinancings of any of this indebtedness.
|
|
Maturity
|
|
Rate
|
|
Principal
|
|
Net Proceeds
|
|||||
2024 Notes
|
6/15/2024
|
|
6.25
|
%
|
|
$
|
2,569
|
|
|
$
|
2,571
|
|
2028 Notes
|
6/15/2028
|
|
6.25
|
%
|
|
1,885
|
|
|
1,856
|
|
|
June 30, 2019
|
|
June 30, 2018
|
||||||||||||||||||
Level of Control
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
||||||||||||
Control Investments
|
$
|
2,385,806
|
|
40.2
|
%
|
$
|
2,475,924
|
|
43.8
|
%
|
|
$
|
2,300,526
|
|
39.5
|
%
|
$
|
2,404,326
|
|
42.0
|
%
|
Affiliate Investments
|
177,616
|
|
3.0
|
%
|
76,682
|
|
1.4
|
%
|
|
55,637
|
|
0.9
|
%
|
58,436
|
|
1.0
|
%
|
||||
Non-Control/Non-Affiliate Investments
|
3,368,880
|
|
56.8
|
%
|
3,100,947
|
|
54.8
|
%
|
|
3,475,295
|
|
59.6
|
%
|
3,264,517
|
|
57.0
|
%
|
||||
Total Investments
|
$
|
5,932,302
|
|
100.0
|
%
|
$
|
5,653,553
|
|
100.0
|
%
|
|
$
|
5,831,458
|
|
100.0
|
%
|
$
|
5,727,279
|
|
100.0
|
%
|
|
June 30, 2019
|
|
June 30, 2018
|
||||||||||||||||||
Type of Investment
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
||||||||||||
Revolving Line of Credit
|
$
|
33,928
|
|
0.6
|
%
|
$
|
34,239
|
|
0.6
|
%
|
|
$
|
38,659
|
|
0.7
|
%
|
$
|
38,559
|
|
0.7
|
%
|
Senior Secured Debt
|
2,687,709
|
|
45.3
|
%
|
2,449,357
|
|
43.3
|
%
|
|
2,602,018
|
|
44.6
|
%
|
2,481,353
|
|
43.3
|
%
|
||||
Subordinated Secured Debt
|
1,439,440
|
|
24.3
|
%
|
1,329,799
|
|
23.5
|
%
|
|
1,318,028
|
|
22.6
|
%
|
1,260,525
|
|
22.0
|
%
|
||||
Subordinated Unsecured Debt
|
38,933
|
|
0.7
|
%
|
33,058
|
|
0.6
|
%
|
|
38,548
|
|
0.7
|
%
|
32,945
|
|
0.6
|
%
|
||||
Small Business Loans
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
|
30
|
|
—
|
%
|
17
|
|
—
|
%
|
||||
Rated Secured Structured Notes
|
44,774
|
|
0.8
|
%
|
46,851
|
|
0.8
|
%
|
|
6,159
|
|
0.1
|
%
|
6,159
|
|
0.1
|
%
|
||||
Subordinated Structured Notes
|
1,103,751
|
|
18.4
|
%
|
850,694
|
|
15.1
|
%
|
|
1,096,768
|
|
18.8
|
%
|
954,035
|
|
16.7
|
%
|
||||
Preferred Stock
|
101,094
|
|
1.7
|
%
|
84,294
|
|
1.5
|
%
|
|
92,346
|
|
1.6
|
%
|
75,986
|
|
1.3
|
%
|
||||
Common Stock
|
288,731
|
|
4.9
|
%
|
427,085
|
|
7.6
|
%
|
|
445,364
|
|
7.6
|
%
|
517,858
|
|
9.0
|
%
|
||||
Membership Interest
|
193,942
|
|
3.3
|
%
|
296,282
|
|
5.2
|
%
|
|
193,538
|
|
3.3
|
%
|
257,799
|
|
4.5
|
%
|
||||
Participating Interest(1)
|
—
|
|
—
|
%
|
99,655
|
|
1.8
|
%
|
|
—
|
|
—
|
%
|
101,126
|
|
1.8
|
%
|
||||
Escrow Receivable
|
—
|
|
—
|
%
|
2,239
|
|
—
|
%
|
|
—
|
|
—
|
%
|
917
|
|
—
|
%
|
||||
Total Investments
|
$
|
5,932,302
|
|
100.0
|
%
|
$
|
5,653,553
|
|
100.0
|
%
|
|
$
|
5,831,458
|
|
100.0
|
%
|
$
|
5,727,279
|
|
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, 2019
|
|
June 30, 2018
|
||||||||||||||||||
Type of Investment
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
||||||||||||
First Lien
|
$
|
2,713,478
|
|
50.7
|
%
|
$
|
2,475,437
|
|
52.2
|
%
|
|
$
|
2,632,843
|
|
51.6
|
%
|
$
|
2,512,078
|
|
52.6
|
%
|
Second Lien
|
1,447,599
|
|
27.1
|
%
|
1,337,958
|
|
28.2
|
%
|
|
1,325,862
|
|
26.0
|
%
|
1,268,359
|
|
26.6
|
%
|
||||
Unsecured
|
38,933
|
|
0.7
|
%
|
33,058
|
|
0.7
|
%
|
|
38,548
|
|
0.8
|
%
|
32,945
|
|
0.7
|
%
|
||||
Small Business Loans
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
|
30
|
|
—
|
%
|
17
|
|
—
|
%
|
||||
Rated Secured Structured Notes
|
44,774
|
|
0.9
|
%
|
46,851
|
|
1.0
|
%
|
|
6,159
|
|
0.1
|
%
|
6,159
|
|
0.1
|
%
|
||||
Subordinated Structured Notes
|
1,103,751
|
|
20.6
|
%
|
850,694
|
|
17.9
|
%
|
|
1,096,768
|
|
21.5
|
%
|
954,035
|
|
20.0
|
%
|
||||
Total Interest Bearing Investments
|
$
|
5,348,535
|
|
100.0
|
%
|
$
|
4,743,998
|
|
100.0
|
%
|
|
$
|
5,100,210
|
|
100.0
|
%
|
$
|
4,773,593
|
|
100.0
|
%
|
|
June 30, 2019
|
|
June 30, 2018
|
||||||||||||||||||
Industry
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
||||||||||||
Aerospace & Defense
|
$
|
77,579
|
|
1.3
|
%
|
$
|
89,701
|
|
1.6
|
%
|
|
$
|
69,837
|
|
1.2
|
%
|
$
|
82,278
|
|
1.4
|
%
|
Air Freight & Logistics
|
12,500
|
|
0.2
|
%
|
12,233
|
|
0.2
|
%
|
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
||||
Auto Components
|
25,450
|
|
0.4
|
%
|
25,450
|
|
0.5
|
%
|
|
12,681
|
|
0.2
|
%
|
12,887
|
|
0.2
|
%
|
||||
Building Products
|
19,842
|
|
0.3
|
%
|
19,842
|
|
0.4
|
%
|
|
9,905
|
|
0.2
|
%
|
10,000
|
|
0.2
|
%
|
||||
Capital Markets
|
25,084
|
|
0.4
|
%
|
25,222
|
|
0.4
|
%
|
|
19,799
|
|
0.3
|
%
|
20,000
|
|
0.3
|
%
|
||||
Commercial Services & Supplies
|
376,456
|
|
6.3
|
%
|
296,672
|
|
5.2
|
%
|
|
386,187
|
|
6.6
|
%
|
330,024
|
|
5.8
|
%
|
||||
Communications Equipment
|
50,503
|
|
0.9
|
%
|
48,760
|
|
0.9
|
%
|
|
39,860
|
|
0.7
|
%
|
40,000
|
|
0.7
|
%
|
||||
Construction & Engineering
|
69,935
|
|
1.2
|
%
|
143,685
|
|
2.5
|
%
|
|
64,415
|
|
1.1
|
%
|
50,797
|
|
0.9
|
%
|
||||
Consumer Finance
|
487,778
|
|
8.2
|
%
|
618,983
|
|
10.9
|
%
|
|
485,381
|
|
8.3
|
%
|
586,978
|
|
10.2
|
%
|
||||
Distributors
|
299,906
|
|
5.1
|
%
|
190,137
|
|
3.4
|
%
|
|
470,750
|
|
8.1
|
%
|
402,465
|
|
7.0
|
%
|
||||
Diversified Consumer Services
|
146,845
|
|
2.5
|
%
|
141,308
|
|
2.5
|
%
|
|
173,695
|
|
3.0
|
%
|
163,152
|
|
2.8
|
%
|
||||
Diversified Telecommunication Services
|
36,234
|
|
0.6
|
%
|
36,234
|
|
0.6
|
%
|
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
||||
Electronic Equipment, Instruments & Components
|
—
|
|
—
|
%
|
2,239
|
|
—
|
%
|
|
54,805
|
|
0.9
|
%
|
62,964
|
|
1.1
|
%
|
||||
Energy Equipment & Services
|
261,663
|
|
4.4
|
%
|
153,865
|
|
2.7
|
%
|
|
257,371
|
|
4.4
|
%
|
170,574
|
|
3.0
|
%
|
||||
Entertainment
|
36,221
|
|
0.6
|
%
|
36,327
|
|
0.6
|
%
|
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
||||
Equity Real Estate Investment Trusts (REITs)
|
496,440
|
|
8.4
|
%
|
827,687
|
|
14.6
|
%
|
|
499,858
|
|
8.6
|
%
|
811,915
|
|
14.2
|
%
|
||||
Food Products
|
34,729
|
|
0.6
|
%
|
34,729
|
|
0.6
|
%
|
|
9,884
|
|
0.2
|
%
|
9,886
|
|
0.2
|
%
|
||||
Health Care Equipment & Supplies
|
41,142
|
|
0.7
|
%
|
41,154
|
|
0.7
|
%
|
|
43,279
|
|
0.7
|
%
|
43,279
|
|
0.8
|
%
|
||||
Health Care Providers & Services
|
470,422
|
|
7.9
|
%
|
445,235
|
|
7.9
|
%
|
|
421,198
|
|
7.2
|
%
|
404,130
|
|
7.1
|
%
|
||||
Hotels, Restaurants & Leisure
|
34,737
|
|
0.6
|
%
|
34,737
|
|
0.7
|
%
|
|
37,295
|
|
0.6
|
%
|
37,295
|
|
0.6
|
%
|
||||
Hotels & Personal Products
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
|
24,938
|
|
0.4
|
%
|
24,938
|
|
0.4
|
%
|
||||
Household Durables
|
29,291
|
|
0.5
|
%
|
22,460
|
|
0.4
|
%
|
|
42,539
|
|
0.7
|
%
|
41,623
|
|
0.7
|
%
|
||||
Household Products
|
24,688
|
|
0.4
|
%
|
24,688
|
|
0.4
|
%
|
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
||||
Insurance
|
12,988
|
|
0.2
|
%
|
12,988
|
|
0.2
|
%
|
|
2,986
|
|
0.1
|
%
|
2,986
|
|
0.1
|
%
|
||||
Interactive Media & Services
|
37,861
|
|
0.6
|
%
|
37,861
|
|
0.7
|
%
|
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
||||
Internet & Direct Marketing Retail
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
|
39,813
|
|
0.7
|
%
|
39,813
|
|
0.7
|
%
|
||||
Internet Software & Services
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
|
229,717
|
|
4.0
|
%
|
229,791
|
|
4.0
|
%
|
||||
IT Services
|
306,096
|
|
5.2
|
%
|
305,360
|
|
5.4
|
%
|
|
182,183
|
|
3.1
|
%
|
182,578
|
|
3.2
|
%
|
||||
Leisure Products
|
32,869
|
|
0.6
|
%
|
32,868
|
|
0.6
|
%
|
|
45,531
|
|
0.8
|
%
|
45,626
|
|
0.8
|
%
|
||||
Machinery
|
35,488
|
|
0.6
|
%
|
33,624
|
|
0.6
|
%
|
|
35,488
|
|
0.6
|
%
|
31,886
|
|
0.6
|
%
|
||||
Media
|
138,362
|
|
2.3
|
%
|
141,467
|
|
2.5
|
%
|
|
143,063
|
|
2.5
|
%
|
140,365
|
|
2.4
|
%
|
||||
Online Lending
|
272,949
|
|
4.6
|
%
|
176,778
|
|
3.1
|
%
|
|
327,159
|
|
5.6
|
%
|
243,078
|
|
4.2
|
%
|
||||
Paper & Forest Products
|
11,361
|
|
0.2
|
%
|
11,500
|
|
0.2
|
%
|
|
11,328
|
|
0.2
|
%
|
11,226
|
|
0.2
|
%
|
||||
Personal Products
|
237,969
|
|
4.0
|
%
|
112,427
|
|
2.0
|
%
|
|
228,575
|
|
3.9
|
%
|
165,020
|
|
2.9
|
%
|
||||
Pharmaceuticals
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
|
11,882
|
|
0.2
|
%
|
12,000
|
|
0.2
|
%
|
||||
Professional Services
|
188,098
|
|
3.2
|
%
|
190,178
|
|
3.4
|
%
|
|
74,272
|
|
1.3
|
%
|
76,991
|
|
1.3
|
%
|
||||
Real Estate Management & Development
|
38,852
|
|
0.7
|
%
|
38,852
|
|
0.7
|
%
|
|
41,860
|
|
0.7
|
%
|
41,860
|
|
0.7
|
%
|
||||
Software
|
64,723
|
|
1.1
|
%
|
64,729
|
|
1.1
|
%
|
|
66,435
|
|
1.1
|
%
|
67,265
|
|
1.2
|
%
|
||||
Technology Hardware, Storage & Peripherals
|
12,400
|
|
0.2
|
%
|
12,400
|
|
0.2
|
%
|
|
12,384
|
|
0.2
|
%
|
12,500
|
|
0.2
|
%
|
||||
Textiles, Apparel & Luxury Goods
|
231,106
|
|
3.9
|
%
|
242,981
|
|
4.3
|
%
|
|
46,429
|
|
0.8
|
%
|
60,220
|
|
1.1
|
%
|
||||
Tobacco
|
14,419
|
|
0.2
|
%
|
14,500
|
|
0.4
|
%
|
|
14,392
|
|
0.3
|
%
|
14,392
|
|
0.3
|
%
|
||||
Trading Companies & Distributors
|
63,213
|
|
1.1
|
%
|
28,043
|
|
0.5
|
%
|
|
63,863
|
|
1.1
|
%
|
56,199
|
|
1.0
|
%
|
||||
Transportation Infrastructure
|
27,578
|
|
0.5
|
%
|
28,104
|
|
0.5
|
%
|
|
27,494
|
|
0.5
|
%
|
28,104
|
|
0.5
|
%
|
||||
Subtotal
|
$
|
4,783,777
|
|
80.7
|
%
|
$
|
4,756,008
|
|
84.1
|
%
|
|
$
|
4,728,531
|
|
81.1
|
%
|
$
|
4,767,085
|
|
83.2
|
%
|
Structured Finance (1)
|
$
|
1,148,525
|
|
19.3
|
%
|
$
|
897,545
|
|
15.9
|
%
|
|
$
|
1,102,927
|
|
18.9
|
%
|
$
|
960,194
|
|
16.8
|
%
|
Total Investments
|
$
|
5,932,302
|
|
100.0
|
%
|
$
|
5,653,553
|
|
100.0
|
%
|
|
$
|
5,831,458
|
|
100.0
|
%
|
$
|
5,727,279
|
|
100.0
|
%
|
(1)
|
Our CLO investments do not have industry concentrations and as such have been separated in the table above.
|
|
Year Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
Investments made in new portfolio companies
|
$
|
331,571
|
|
|
$
|
820,137
|
|
Follow-on investments made in existing portfolio companies (1)
|
312,482
|
|
|
881,808
|
|
||
Revolver advances
|
16,855
|
|
|
19,308
|
|
||
PIK interest
|
43,635
|
|
|
9,404
|
|
||
Total acquisitions
|
$
|
704,543
|
|
|
$
|
1,730,657
|
|
|
|
|
|
||||
Acquisitions by portfolio composition
|
|
|
|
||||
1st Lien Term Loan
|
$
|
291,984
|
|
|
$
|
1,126,539
|
|
2nd Lien Term Loan
|
344,553
|
|
|
377,058
|
|
||
Rated Secured Structured Notes
|
38,524
|
|
|
—
|
|
||
Subordinated Structured Notes
|
6,884
|
|
|
54,347
|
|
||
Subordinated Unsecured Debt
|
669
|
|
|
615
|
|
||
Equity
|
21,929
|
|
|
172,098
|
|
||
Total acquisitions by portfolio composition
|
$
|
704,543
|
|
|
$
|
1,730,657
|
|
|
|
|
|
||||
Investments sold
|
$
|
103,122
|
|
|
$
|
186,226
|
|
Partial repayments (2)
|
229,538
|
|
|
41,698
|
|
||
Full repayments
|
273,763
|
|
|
1,595,304
|
|
||
Revolver paydowns
|
21,555
|
|
|
8,058
|
|
||
Total dispositions
|
$
|
627,978
|
|
|
$
|
1,831,286
|
|
|
|
|
|
||||
Dispositions by portfolio composition
|
|
|
|
||||
1st Lien Term Loan
|
$
|
353,689
|
|
|
$
|
1,519,462
|
|
2nd Lien Term Loan
|
225,151
|
|
|
224,149
|
|
||
Subordinated Structured Notes
|
—
|
|
|
59,271
|
|
||
Subordinated Unsecured Debt
|
(285
|
)
|
|
—
|
|
||
Equity
|
49,423
|
|
|
28,404
|
|
||
Total dispositions by portfolio composition
|
$
|
627,978
|
|
|
$
|
1,831,286
|
|
|
|
|
|
||||
Weighted average interest rates for new investments by portfolio composition
|
|
|
|
||||
1st Lien Term Loan
|
9.44
|
%
|
|
9.90
|
%
|
||
2nd Lien Term Loan
|
10.81
|
%
|
|
9.82
|
%
|
||
Rated Secured Structured Notes
|
12.31
|
%
|
|
N/A
|
|
(1)
|
Includes follow-on investments in existing portfolio companies and refinancings, if any.
|
(2)
|
Includes partial prepayments of principal, scheduled amortization payments, and refinancings, if any.
|
Loan Type
|
|
Outstanding Principal Balance
|
|
Fair Value
|
|
Weighted Average Interest Rate*
|
||||
Super Prime
|
|
$
|
9,466
|
|
|
$
|
9,168
|
|
|
12.5%
|
Prime
|
|
25,335
|
|
|
24,181
|
|
|
17.4%
|
||
Near Prime
|
|
73,947
|
|
|
69,163
|
|
|
26.7%
|
No.
|
|
Property Name
|
|
City
|
|
Acquisition
Date |
|
Purchase
Price |
|
Mortgage
Outstanding |
||||
1
|
|
Filet of Chicken
|
|
Forest Park, GA
|
|
10/24/2012
|
|
$
|
7,400
|
|
|
$
|
—
|
|
2
|
|
Arlington Park Marietta, LLC
|
|
Marietta, GA
|
|
5/8/2013
|
|
14,850
|
|
|
—
|
|
||
3
|
|
NPRC Carroll Resort, LLC
|
|
Pembroke Pines, FL
|
|
6/24/2013
|
|
225,000
|
|
|
172,664
|
|
||
4
|
|
Cordova Regency, LLC
|
|
Pensacola, FL
|
|
11/15/2013
|
|
13,750
|
|
|
11,289
|
|
||
5
|
|
Crestview at Oakleigh, LLC
|
|
Pensacola, FL
|
|
11/15/2013
|
|
17,500
|
|
|
13,739
|
|
||
6
|
|
Inverness Lakes, LLC
|
|
Mobile, AL
|
|
11/15/2013
|
|
29,600
|
|
|
24,512
|
|
||
7
|
|
Kings Mill Pensacola, LLC
|
|
Pensacola, FL
|
|
11/15/2013
|
|
20,750
|
|
|
17,416
|
|
||
8
|
|
Plantations at Pine Lake, LLC
|
|
Tallahassee, FL
|
|
11/15/2013
|
|
18,000
|
|
|
13,984
|
|
||
9
|
|
Verandas at Rocky Ridge, LLC
|
|
Birmingham, AL
|
|
11/15/2013
|
|
15,600
|
|
|
10,127
|
|
||
10
|
|
NPH Carroll Bartram Park, LLC
|
|
Jacksonville, FL
|
|
12/31/2013
|
|
38,000
|
|
|
26,652
|
|
||
11
|
|
Crestview at Cordova, LLC
|
|
Pensacola, FL
|
|
1/17/2014
|
|
8,500
|
|
|
7,603
|
|
||
12
|
|
Taco Bell, OK
|
|
Yukon, OK
|
|
6/4/2014
|
|
1,719
|
|
|
—
|
|
||
13
|
|
Taco Bell, MO
|
|
Marshall, MO
|
|
6/4/2014
|
|
1,405
|
|
|
—
|
|
||
14
|
|
23 Mile Road Self Storage, LLC
|
|
Chesterfield, MI
|
|
8/19/2014
|
|
5,804
|
|
|
4,350
|
|
||
15
|
|
36th Street Self Storage, LLC
|
|
Wyoming, MI
|
|
8/19/2014
|
|
4,800
|
|
|
3,600
|
|
||
16
|
|
Ball Avenue Self Storage, LLC
|
|
Grand Rapids, MI
|
|
8/19/2014
|
|
7,281
|
|
|
5,460
|
|
||
17
|
|
Ford Road Self Storage, LLC
|
|
Westland, MI
|
|
8/29/2014
|
|
4,642
|
|
|
3,480
|
|
||
18
|
|
Ann Arbor Kalamazoo Self Storage, LLC
|
|
Ann Arbor, MI
|
|
8/29/2014
|
|
4,458
|
|
|
3,345
|
|
||
19
|
|
Ann Arbor Kalamazoo Self Storage, LLC
|
|
Ann Arbor, MI
|
|
8/29/2014
|
|
8,927
|
|
|
6,695
|
|
No.
|
|
Property Name
|
|
City
|
|
Acquisition
Date |
|
Purchase
Price |
|
Mortgage
Outstanding |
||||
20
|
|
Ann Arbor Kalamazoo Self Storage, LLC
|
|
Kalamazoo, MI
|
|
8/29/2014
|
|
2,363
|
|
|
1,775
|
|
||
21
|
|
Canterbury Green Apartments Holdings LLC
|
|
Fort Wayne, IN
|
|
9/29/2014
|
|
85,500
|
|
|
86,443
|
|
||
22
|
|
Abbie Lakes OH Partners, LLC
|
|
Canal Winchester, OH
|
|
9/30/2014
|
|
12,600
|
|
|
14,226
|
|
||
23
|
|
Kengary Way OH Partners, LLC
|
|
Reynoldsburg, OH
|
|
9/30/2014
|
|
11,500
|
|
|
15,920
|
|
||
24
|
|
Lakeview Trail OH Partners, LLC
|
|
Canal Winchester, OH
|
|
9/30/2014
|
|
26,500
|
|
|
28,935
|
|
||
25
|
|
Lakepoint OH Partners, LLC
|
|
Pickerington, OH
|
|
9/30/2014
|
|
11,000
|
|
|
14,480
|
|
||
26
|
|
Sunbury OH Partners, LLC
|
|
Columbus, OH
|
|
9/30/2014
|
|
13,000
|
|
|
15,352
|
|
||
27
|
|
Heatherbridge OH Partners, LLC
|
|
Blacklick, OH
|
|
9/30/2014
|
|
18,416
|
|
|
18,328
|
|
||
28
|
|
Jefferson Chase OH Partners, LLC
|
|
Blacklick, OH
|
|
9/30/2014
|
|
13,551
|
|
|
19,480
|
|
||
29
|
|
Goldenstrand OH Partners, LLC
|
|
Hilliard, OH
|
|
10/29/2014
|
|
7,810
|
|
|
11,880
|
|
||
30
|
|
Jolly Road Self Storage, LLC
|
|
Okemos, MI
|
|
1/16/2015
|
|
7,492
|
|
|
5,620
|
|
||
31
|
|
Eaton Rapids Road Self Storage, LLC
|
|
Lansing West, MI
|
|
1/16/2015
|
|
1,741
|
|
|
1,305
|
|
||
32
|
|
Haggerty Road Self Storage, LLC
|
|
Novi, MI
|
|
1/16/2015
|
|
6,700
|
|
|
5,025
|
|
||
33
|
|
Waldon Road Self Storage, LLC
|
|
Lake Orion, MI
|
|
1/16/2015
|
|
6,965
|
|
|
5,225
|
|
||
34
|
|
Tyler Road Self Storage, LLC
|
|
Ypsilanti, MI
|
|
1/16/2015
|
|
3,507
|
|
|
2,630
|
|
||
35
|
|
SSIL I, LLC
|
|
Aurora, IL
|
|
11/5/2015
|
|
34,500
|
|
|
26,450
|
|
||
36
|
|
Vesper Tuscaloosa, LLC
|
|
Tuscaloosa, AL
|
|
9/28/2016
|
|
54,500
|
|
|
43,098
|
|
||
37
|
|
Vesper Iowa City, LLC
|
|
Iowa City, IA
|
|
9/28/2016
|
|
32,750
|
|
|
24,825
|
|
||
38
|
|
Vesper Corpus Christi, LLC
|
|
Corpus Christi, TX
|
|
9/28/2016
|
|
14,250
|
|
|
10,800
|
|
||
39
|
|
Vesper Campus Quarters, LLC
|
|
Corpus Christi, TX
|
|
9/28/2016
|
|
18,350
|
|
|
14,175
|
|
||
40
|
|
Vesper College Station, LLC
|
|
College Station, TX
|
|
9/28/2016
|
|
41,500
|
|
|
32,058
|
|
||
41
|
|
Vesper Kennesaw, LLC
|
|
Kennesaw, GA
|
|
9/28/2016
|
|
57,900
|
|
|
48,623
|
|
||
42
|
|
Vesper Statesboro, LLC
|
|
Statesboro, GA
|
|
9/28/2016
|
|
7,500
|
|
|
7,480
|
|
||
43
|
|
Vesper Manhattan KS, LLC
|
|
Manhattan, KS
|
|
9/28/2016
|
|
23,250
|
|
|
15,459
|
|
||
44
|
|
JSIP Union Place, LLC
|
|
Franklin, MA
|
|
12/7/2016
|
|
64,750
|
|
|
51,800
|
|
||
45
|
|
9220 Old Lantern Way, LLC
|
|
Laurel, MD
|
|
1/30/2017
|
|
187,250
|
|
|
153,580
|
|
||
46
|
|
7915 Baymeadows Circle Owner, LLC
|
|
Jacksonville, FL
|
|
10/31/2017
|
|
95,700
|
|
|
76,560
|
|
||
47
|
|
8025 Baymeadows Circle Owner, LLC
|
|
Jacksonville, FL
|
|
10/31/2017
|
|
15,300
|
|
|
12,240
|
|
||
48
|
|
23275 Riverside Drive Owner, LLC
|
|
Southfield, MI
|
|
11/8/2017
|
|
52,000
|
|
|
44,044
|
|
||
49
|
|
23741 Pond Road Owner, LLC
|
|
Southfield, MI
|
|
11/8/2017
|
|
16,500
|
|
|
14,185
|
|
||
50
|
|
150 Steeplechase Way Owner, LLC
|
|
Largo, MD
|
|
1/10/2018
|
|
44,500
|
|
|
36,668
|
|
||
51
|
|
Laurel Pointe Holdings, LLC
|
|
Forest Park, GA
|
|
5/9/2018
|
|
33,005
|
|
|
26,400
|
|
||
52
|
|
Bradford Ridge Holdings, LLC
|
|
Forest Park, GA
|
|
5/9/2018
|
|
12,500
|
|
|
10,000
|
|
||
53
|
|
Olentangy Commons Owner LLC
|
|
Columbus, OH
|
|
6/1/2018
|
|
113,000
|
|
|
92,876
|
|
||
54
|
|
Villages of Wildwood Holdings LLC
|
|
Fairfield, OH
|
|
7/20/2018
|
|
46,500
|
|
|
39,525
|
|
||
55
|
|
Falling Creek Holdings LLC
|
|
Richmond, VA
|
|
8/8/2018
|
|
25,000
|
|
|
19,335
|
|
||
56
|
|
Crown Pointe Passthrough LLC
|
|
Danbury, CT
|
|
8/30/2018
|
|
108,500
|
|
|
89,400
|
|
||
57
|
|
Ashwood Ridge Holdings LLC
|
|
Jonesboro, GA
|
|
9/21/2018
|
|
9,600
|
|
|
7,300
|
|
||
58
|
|
Lorring Owner LLC
|
|
Forestville, MD
|
|
10/30/2018
|
|
58,521
|
|
|
47,680
|
|
||
59
|
|
Hamptons Apartments Owner, LLC
|
|
Beachwood, OH
|
|
1/9/2019
|
|
96,500
|
|
|
79,520
|
|
||
60
|
|
5224 Long Road Holdings, LLC
|
|
Orlando, FL
|
|
6/28/2019
|
|
26,500
|
|
|
21,200
|
|
||
|
|
|
|
|
|
|
|
$
|
1,966,757
|
|
|
$
|
1,616,821
|
|
|
Principal Outstanding
|
|
Unamortized Discount & Debt Issuance Costs
|
|
Net Carrying Value
|
|
Fair Value (1)
|
|
Effective Interest Rate
|
|
||||||||||||
Revolving Credit Facility(2)
|
$
|
167,000
|
|
|
$
|
8,529
|
|
|
$
|
167,000
|
|
(3
|
)
|
$
|
167,000
|
|
|
1ML+2.20%
|
|
(6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2020 Notes
|
224,114
|
|
|
1,012
|
|
|
223,102
|
|
|
226,933
|
|
(4
|
)
|
5.38
|
%
|
(7
|
)
|
|||||
2022 Notes
|
328,500
|
|
|
6,681
|
|
|
321,819
|
|
|
330,964
|
|
(4
|
)
|
5.71
|
%
|
(7
|
)
|
|||||
2025 Notes
|
201,250
|
|
|
6,174
|
|
|
195,076
|
|
|
207,847
|
|
(4
|
)
|
6.63
|
%
|
(7
|
)
|
|||||
Convertible Notes
|
753,864
|
|
|
|
|
739,997
|
|
|
765,744
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
6.375% 2024 Notes
|
100,000
|
|
|
1,020
|
|
|
98,980
|
|
|
106,747
|
|
(4
|
)
|
5.29
|
%
|
(7
|
)
|
|||||
2023 Notes
|
320,000
|
|
|
3,270
|
|
|
316,730
|
|
|
340,314
|
|
(4
|
)
|
6.09
|
%
|
(7
|
)
|
|||||
2024 Notes
|
234,443
|
|
|
4,746
|
|
|
229,697
|
|
|
239,788
|
|
(4
|
)
|
6.74
|
%
|
(7
|
)
|
|||||
2028 Notes
|
70,761
|
|
|
2,303
|
|
|
68,458
|
|
|
73,025
|
|
(4
|
)
|
6.72
|
%
|
(7
|
)
|
|||||
2029 Notes
|
69,170
|
|
|
2,487
|
|
|
66,683
|
|
|
71,245
|
|
(4
|
)
|
7.38
|
%
|
(7
|
)
|
|||||
Public Notes
|
794,374
|
|
|
|
|
780,548
|
|
|
831,119
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prospect Capital InterNotes®
|
707,699
|
|
|
12,349
|
|
|
695,350
|
|
|
741,227
|
|
(5
|
)
|
6.16
|
%
|
(8
|
)
|
|||||
Total
|
$
|
2,422,937
|
|
|
|
|
$
|
2,382,895
|
|
|
$
|
2,505,090
|
|
|
|
|
(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, 2019.
|
(2)
|
The maximum draw amount of the Revolving Credit facility as of June 30, 2019 is $1,132,500.
|
(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 based on observable market inputs.
|
(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
|
$
|
167,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
167,000
|
|
|
$
|
—
|
|
Convertible Notes
|
753,864
|
|
|
224,114
|
|
|
—
|
|
|
328,500
|
|
|
201,250
|
|
|||||
Public Notes
|
794,374
|
|
|
—
|
|
|
—
|
|
|
654,443
|
|
|
139,931
|
|
|||||
Prospect Capital InterNotes®
|
707,699
|
|
|
4,402
|
|
|
188,037
|
|
|
189,795
|
|
|
325,465
|
|
|||||
Total Contractual Obligations
|
$
|
2,422,937
|
|
|
$
|
228,516
|
|
|
$
|
188,037
|
|
|
$
|
1,339,738
|
|
|
$
|
666,646
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than 1 Year
|
|
1 – 3 Years
|
|
3 – 5 Years
|
|
After 5 Years
|
||||||||||
Revolving Credit Facility
|
$
|
37,000
|
|
|
$
|
—
|
|
|
$
|
37,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Convertible Notes
|
822,147
|
|
|
101,647
|
|
|
392,000
|
|
|
328,500
|
|
|
—
|
|
|||||
Public Notes
|
727,817
|
|
|
—
|
|
|
153,536
|
|
|
320,000
|
|
|
254,281
|
|
|||||
Prospect Capital InterNotes®
|
760,924
|
|
|
—
|
|
|
276,484
|
|
|
246,525
|
|
|
237,915
|
|
|||||
Total Contractual Obligations
|
$
|
2,347,888
|
|
|
$
|
101,647
|
|
|
$
|
859,020
|
|
|
$
|
895,025
|
|
|
$
|
492,196
|
|
|
Year Ended June 30,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Average stated interest rate
|
4.55
|
%
|
|
3.94
|
%
|
|
2.97
|
%
|
Average outstanding balance
|
$225,310
|
|
$48,628
|
|
$22,636
|
|
2020 Notes
|
|
|
2022 Notes
|
|
|
2025 Notes
|
|
|||
Initial conversion rate(1)
|
80.6647
|
|
|
100.2305
|
|
|
110.7420
|
|
|||
Initial conversion price
|
$
|
12.40
|
|
|
$
|
9.98
|
|
|
$
|
9.03
|
|
Conversion rate at June 30, 2019(1)(2)
|
80.6670
|
|
|
100.2305
|
|
|
110.7420
|
|
|||
Conversion price at June 30, 2019(2)(3)
|
$
|
12.40
|
|
|
$
|
9.98
|
|
|
$
|
9.03
|
|
Last conversion price calculation date
|
4/11/2019
|
|
|
4/11/2019
|
|
|
3/1/2019
|
|
|||
Dividend threshold amount (per share)(4)
|
$
|
0.110525
|
|
|
$
|
0.083330
|
|
|
$
|
0.060000
|
|
(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
|
|
$
|
119,426
|
|
|
5.00% - 5.75%
|
|
|
5.43
|
%
|
|
July 15, 2023 - June 15, 2024
|
7
|
|
54,880
|
|
|
5.25% - 6.00%
|
|
|
5.80
|
%
|
|
July 15, 2025 - June 15, 2026
|
|
8
|
|
385
|
|
|
5.75
|
%
|
|
5.75
|
%
|
|
July 15, 2026
|
|
10
|
|
62,280
|
|
|
5.50% - 6.25%
|
|
|
6.02
|
%
|
|
July 15, 2028 - June 15, 2029
|
|
|
|
$
|
236,971
|
|
|
|
|
|
|
|
Tenor at
Origination (in years) |
|
Principal
Amount |
|
Interest Rate
Range |
|
Weighted
Average Interest Rate |
|
Maturity Date Range
|
|||
5
|
|
$
|
46,893
|
|
|
4.00% - 5.00%
|
|
4.24
|
%
|
|
July 15, 2022 - June 15, 2023
|
7
|
|
4,684
|
|
|
4.75% - 5.25%
|
|
5.06
|
%
|
|
July 15, 2024 - June 15, 2025
|
|
8
|
|
24,720
|
|
|
4.50% - 5.25%
|
|
4.65
|
%
|
|
August 15, 2025 - May 15, 2026
|
|
|
|
$
|
76,297
|
|
|
|
|
|
|
|
Tenor at
Origination (in years) |
|
Principal
Amount |
|
Interest Rate
Range |
|
Weighted
Average Interest Rate |
|
Maturity Date Range
|
|||
5
|
|
$
|
283,450
|
|
|
4.00% – 5.75%
|
|
5.10
|
%
|
|
January 15, 2021 - June 15, 2024
|
5.5
|
|
1,399
|
|
|
4.25%
|
|
4.25
|
%
|
|
July 15, 2020
|
|
6.5
|
|
34,745
|
|
|
5.10% – 5.25%
|
|
5.24
|
%
|
|
January 15, 2022
|
|
7.0
|
|
83,731
|
|
|
4.00% – 6.00%
|
|
5.56
|
%
|
|
January 15, 2020 - June 15, 2026
|
|
7.5
|
|
1,996
|
|
|
5.75%
|
|
5.75
|
%
|
|
February 15, 2021
|
|
8.0
|
|
24,500
|
|
|
4.50% – 5.75%
|
|
4.67
|
%
|
|
August 15, 2025 - July 15, 2026
|
|
10
|
|
99,529
|
|
|
5.50% – 7.00%
|
|
6.09
|
%
|
|
March 15, 2022 - June 15, 2029
|
|
12.0
|
|
2,978
|
|
|
6.00%
|
|
6.00
|
%
|
|
November 15, 2025 - December 15, 2025
|
|
15
|
|
17,077
|
|
|
5.25% – 6.00%
|
|
5.35
|
%
|
|
May 15, 2028 - November 15, 2028
|
|
18
|
|
19,306
|
|
|
4.13% – 6.25%
|
|
5.58
|
%
|
|
December 15, 2030 - August 15, 2031
|
|
20
|
|
3,887
|
|
|
5.75%-6.00%
|
|
5.90
|
%
|
|
November 15, 2032 - October 15, 2033
|
|
25
|
|
31,855
|
|
|
6.25% – 6.50%
|
|
6.39
|
%
|
|
August 15, 2038 - May 15, 2039
|
|
30
|
|
103,246
|
|
|
5.50% – 6.75%
|
|
6.24
|
%
|
|
November 15, 2042 - October 15, 2043
|
|
|
|
$
|
707,699
|
|
|
|
|
|
|
|
|
Tenor at
Origination (in years) |
|
Principal
Amount |
|
Interest Rate
Range |
|
Weighted
Average Interest Rate |
|
Maturity Date Range
|
||||
5
|
|
$
|
228,835
|
|
|
4.00% – 5.50%
|
|
|
4.92
|
%
|
|
July 15, 2020 - June 15, 2023
|
5.2
|
|
4,440
|
|
|
4.63
|
%
|
|
4.63
|
%
|
|
August 15, 2020 - September 15, 2020
|
|
5.3
|
|
2,636
|
|
|
4.63%
|
|
|
4.63
|
%
|
|
September 15, 2020
|
|
5.5
|
|
86,097
|
|
|
4.25% – 4.75%
|
|
|
4.61
|
%
|
|
May 15, 2020 - November 15, 2020
|
|
6
|
|
2,182
|
|
|
4.88
|
%
|
|
4.88
|
%
|
|
April 15, 2021 - May 15, 2021
|
|
6.5
|
|
38,832
|
|
|
5.10% – 5.25%
|
|
|
5.23
|
%
|
|
December 15, 2021 - May 15, 2022
|
|
7
|
|
147,349
|
|
|
4.00% – 5.75%
|
|
|
5.05
|
%
|
|
January 15, 2020 - June 15, 2025
|
|
7.5
|
|
1,996
|
|
|
5.75
|
%
|
|
5.75
|
%
|
|
February 15, 2021
|
|
8
|
|
24,720
|
|
|
4.50% – 5.25%
|
|
|
4.65
|
%
|
|
August 15, 2025 - May 15, 2026
|
|
10
|
|
37,424
|
|
|
5.34% – 7.00%
|
|
|
6.19
|
%
|
|
March 15, 2022 - December 15, 2025
|
|
12
|
|
2,978
|
|
|
6.00
|
%
|
|
6.00
|
%
|
|
November 15, 2025 - December 15, 2025
|
|
15
|
|
17,163
|
|
|
5.25% – 6.00%
|
|
|
5.35
|
%
|
|
May 15, 2028 - November 15, 2028
|
|
18
|
|
20,677
|
|
|
4.13% – 6.25%
|
|
|
5.55
|
%
|
|
December 15, 2030 - August 15, 2031
|
|
20
|
|
4,120
|
|
|
5.75% – 6.00%
|
|
|
5.89
|
%
|
|
November 15, 2032 - October 15, 2033
|
|
25
|
|
33,139
|
|
|
6.25% – 6.50%
|
|
|
6.39
|
%
|
|
August 15, 2038 - May 15, 2039
|
|
30
|
|
108,336
|
|
|
5.50% – 6.75%
|
|
|
6.24
|
%
|
|
November 15, 2042 - October 15, 2043
|
|
|
|
$
|
760,924
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2019
|
|
June 30, 2018
|
||||
Net assets
|
|
$
|
3,306,275
|
|
|
$
|
3,407,047
|
|
Shares of common stock issued and outstanding
|
|
367,131,025
|
|
|
364,409,938
|
|
||
Net asset value per share
|
|
$
|
9.01
|
|
|
$
|
9.35
|
|
|
Years ended June 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Investment Income
|
$
|
703,767
|
|
|
$
|
657,845
|
|
|
$
|
701,046
|
|
Operating Expenses
|
390,908
|
|
|
370,995
|
|
|
394,964
|
|
|||
Net Investment Income
|
312,859
|
|
|
286,850
|
|
|
306,082
|
|
|||
Net Realized Gains (Losses)
|
14,684
|
|
|
(18,464
|
)
|
|
(96,306
|
)
|
|||
Net Change in Unrealized (Losses) Gains from Investments
|
(174,569
|
)
|
|
39,071
|
|
|
50,141
|
|
|||
Net Realized Losses on Extinguishment of Debt
|
(8,487
|
)
|
|
(7,594
|
)
|
|
(7,011
|
)
|
|||
Net Increase in Net Assets Resulting from Operations
|
$
|
144,487
|
|
|
$
|
299,863
|
|
|
$
|
252,906
|
|
|
Year Ended June 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Interest income
|
$
|
624,116
|
|
|
$
|
607,012
|
|
|
$
|
668,717
|
|
Dividend income
|
36,029
|
|
|
13,046
|
|
|
5,679
|
|
|||
Other income
|
43,622
|
|
|
37,787
|
|
|
26,650
|
|
|||
Total investment income
|
$
|
703,767
|
|
|
$
|
657,845
|
|
|
$
|
701,046
|
|
|
|
|
|
|
|
||||||
Average debt principal of performing interest bearing investments(1)
|
$
|
5,516,876
|
|
|
$
|
5,474,563
|
|
|
$
|
5,706,090
|
|
Weighted average interest rate earned on performing interest bearing investments(1)
|
11.31
|
%
|
|
11.09
|
%
|
|
11.72
|
%
|
|||
Average debt principal of all interest bearing investments(2)
|
$
|
6,065,492
|
|
|
$
|
5,792,662
|
|
|
$
|
5,977,050
|
|
Weighted average interest rate earned on all interest bearing investments(2)
|
10.29
|
%
|
|
10.48
|
%
|
|
11.19
|
%
|
|
Years ended June 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Base management fee
|
$
|
121,833
|
|
|
$
|
118,046
|
|
|
$
|
122,874
|
|
Income incentive fee
|
78,215
|
|
|
71,713
|
|
|
76,520
|
|
|||
Interest and credit facility expenses
|
157,231
|
|
|
155,039
|
|
|
164,848
|
|
|||
Allocation of overhead from Prospect Administration
|
14,837
|
|
|
10,031
|
|
|
13,246
|
|
|||
Audit, compliance and tax related fees
|
5,014
|
|
|
5,539
|
|
|
5,088
|
|
|||
Directors’ fees
|
457
|
|
|
450
|
|
|
454
|
|
|||
Other general and administrative expenses
|
13,321
|
|
|
10,177
|
|
|
11,934
|
|
|||
Total Operating Expenses
|
$
|
390,908
|
|
|
$
|
370,995
|
|
|
$
|
394,964
|
|
|
Year Ended June 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Interest on borrowings
|
$
|
135,800
|
|
|
$
|
134,270
|
|
|
$
|
142,819
|
|
Amortization of deferred financing costs
|
10,837
|
|
|
12,063
|
|
|
13,013
|
|
|||
Accretion of discount on Public Notes
|
667
|
|
|
226
|
|
|
269
|
|
|||
Facility commitment fees
|
9,927
|
|
|
8,480
|
|
|
8,747
|
|
|||
Total interest and credit facility expenses
|
$
|
157,231
|
|
|
$
|
155,039
|
|
|
$
|
164,848
|
|
|
|
|
|
|
|
||||||
Average principal debt outstanding
|
$
|
2,511,764
|
|
|
$
|
2,535,681
|
|
|
$
|
2,683,254
|
|
Weighted average stated interest rate on borrowings(1)
|
5.41
|
%
|
|
5.30
|
%
|
|
5.32
|
%
|
|||
Weighted average interest rate on borrowings(2)
|
6.26
|
%
|
|
6.11
|
%
|
|
6.14
|
%
|
(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.
|
|
Years ended June 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Control investments
|
$
|
5,105
|
|
|
$
|
55,670
|
|
|
$
|
86,817
|
|
Affiliate investments
|
(35,449
|
)
|
|
25,671
|
|
|
553
|
|
|||
Non-control/non-affiliate investments
|
(144,225
|
)
|
|
(42,270
|
)
|
|
(37,229
|
)
|
|||
Net change in unrealized (losses) gains
|
$
|
(174,569
|
)
|
|
$
|
39,071
|
|
|
$
|
50,141
|
|
|
|
|
Net Change in Unrealized Gains (Losses)
|
||
Valley Electric Company, Inc.
|
|
|
$
|
87,367
|
|
First Tower Finance Company LLC
|
|
|
46,681
|
|
|
NMMB, Inc.
|
|
|
10,948
|
|
|
National Property REIT Corp.
|
|
|
7,087
|
|
|
Edmentum Ultimate Holdings, LLC
|
|
|
5,006
|
|
|
CCPI Inc.
|
|
|
(6,058
|
)
|
|
InterDent, Inc.
|
|
|
(8,918
|
)
|
|
Credit Central Loan Company, LLC
|
|
|
(10,341
|
)
|
|
MITY, Inc.
|
|
|
(16,851
|
)
|
|
CP Energy Services Inc.
|
|
|
(18,729
|
)
|
|
Universal Turbine Parts, LLC
|
|
|
(27,506
|
)
|
|
Other, net
|
|
|
(31,004
|
)
|
|
United Sporting Companies, Inc.
|
|
|
(39,940
|
)
|
|
Pacific World Corporation
|
|
|
(61,987
|
)
|
|
Subordinated Structured Notes
|
|
|
(110,324
|
)
|
|
Net change in unrealized (losses)
|
|
|
$
|
(174,569
|
)
|
|
|
Net Change in Unrealized Gains (Losses)
|
||
First Tower Finance Company LLC
|
|
$
|
62,805
|
|
Arctic Energy Services, LLC
|
|
43,506
|
|
|
National Property REIT Corp.
|
|
30,981
|
|
|
PrimeSport, Inc.
|
|
23,741
|
|
|
Spartan Energy Services, LLC
|
|
18,686
|
|
|
Valley Electric Company, Inc.
|
|
16,131
|
|
|
Nixon, Inc.
|
|
14,197
|
|
|
Echelon Aviation LLC
|
|
10,960
|
|
|
Targus Cayman HoldCo Limited
|
|
10,674
|
|
|
Credit Central Loan Company, LLC
|
|
10,002
|
|
|
Other, net
|
|
6,362
|
|
|
CCPI Inc.
|
|
(6,814
|
)
|
|
Nationwide Loan Company LLC
|
|
(7,462
|
)
|
|
Universal Turbine Parts, LLC
|
|
(7,664
|
)
|
|
United Sporting Companies, Inc.
|
|
(10,663
|
)
|
|
Freedom Marine Solutions, LLC
|
|
(11,939
|
)
|
|
Edmentum Ultimate Holdings, LLC
|
|
(12,293
|
)
|
|
InterDent, Inc.
|
|
(13,812
|
)
|
|
CP Energy Services Inc.
|
|
(14,931
|
)
|
|
MITY, Inc.
|
|
(17,618
|
)
|
|
Pacific World Corporation
|
|
(33,339
|
)
|
|
Subordinated Structured Notes
|
|
(72,439
|
)
|
|
Net change in unrealized gains
|
|
$
|
39,071
|
|
|
|
Net Change in Unrealized Gains (Losses)
|
||
National Property REIT Corp.
|
|
$
|
80,451
|
|
SB Forging Company II, Inc. (f/k/a Gulf Coast Machine & Supply Company)
|
|
55,003
|
|
|
Ark-La-Tex Wireline Services, LLC
|
|
32,548
|
|
|
NMMB, Inc.
|
|
10,918
|
|
|
CURO Group Holdlings Corp. (f/k/a Speedy Cash Holdings Corp.)
|
|
6,919
|
|
|
MITY, Inc.
|
|
6,463
|
|
|
Other, net
|
|
3,852
|
|
|
Subordinated Structured Notes
|
|
3,550
|
|
|
Pacific World Corporation
|
|
(9,419
|
)
|
|
Nixon, Inc.
|
|
(11,776
|
)
|
|
Arctic Energy Services, LLC
|
|
(20,970
|
)
|
|
PrimeSport, Inc.
|
|
(23,741
|
)
|
|
USES Corp.
|
|
(30,214
|
)
|
|
United Sporting Companies, Inc.
|
|
(53,443
|
)
|
|
Net change in gains
|
|
$
|
50,141
|
|
•
|
$0.06 per share for September 2019 to holders of record on September 30, 2019 with a payment date of October 24, 2019.
|
•
|
$0.06 per share for October 2019 to holders of record on October 31, 2019 with a payment date of November 20, 2019.
|
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 Investment Income
|
|
Net Investment Income (1)
|
||||||||
Up 300 basis points
|
|
$
|
89,459
|
|
|
$
|
48
|
|
|
$
|
89,411
|
|
|
$
|
71,529
|
|
Up 200 basis points
|
|
57,420
|
|
|
32
|
|
|
57,388
|
|
|
45,910
|
|
||||
Up 100 basis points
|
|
25,382
|
|
|
16
|
|
|
25,366
|
|
|
20,293
|
|
||||
Down 100 basis points
|
|
(23,972
|
)
|
|
(42
|
)
|
|
(23,930
|
)
|
|
(19,144
|
)
|
||||
Down 200 basis points
|
|
(32,460
|
)
|
|
(42
|
)
|
|
(32,418
|
)
|
|
(25,934
|
)
|
||||
Down 300 basis points
|
|
(34,238
|
)
|
|
(42
|
)
|
|
(34,196
|
)
|
|
(27,357
|
)
|
(1)
|
Includes the impact of income incentive 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, the IRS, 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.
|
•
|
$0.06 per share for July 2019 to holders of record on July 31, 2019 with a payment date of August 22, 2019.
|
•
|
$0.06 per share for August 2019 to holders of record on August 30, 2019 with a payment date of September 19, 2019.
|
•
|
$0.06 per share for September 2019 to holders of record on September 30, 2019 with a payment date of October 24, 2019.
|
•
|
$0.06 per share for October 2019 to holders of record on October 31, 2019 with a payment date of November 20, 2019.
|
|
|
Total Amount
Outstanding(1) |
|
Asset
Coverage per Unit(2) |
|
Involuntary
Liquidating Preference per Unit(3) |
|
Average
Market Value per Unit(4) |
|||||||
Credit Facility(16)
|
|
|
|
|
|
|
|
|
|||||||
Fiscal 2019 (as of June 30, 2019)
|
|
$
|
167,000
|
|
|
$
|
34,298
|
|
|
—
|
|
|
—
|
|
|
Fiscal 2018 (as of June 30, 2018)
|
|
37,000
|
|
|
155,503
|
|
|
—
|
|
|
—
|
|
|||
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
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||
2015 Notes(5)
|
|
|
|
|
|
|
|
|
|||||||
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 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(7)
|
|
|
|
|
|
|
|
|
|||||||
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(8)
|
|
|
|
|
|
|
|
|
|||||||
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(17)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Fiscal 2018 (as of June 30, 2018)
|
|
$
|
101,647
|
|
|
$
|
56,604
|
|
|
—
|
|
|
—
|
|
|
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(10)
|
|
|
|
|
|
|
|
|
|||||||
Fiscal 2018 (as of June 30, 2018)
|
|
$
|
153,536
|
|
|
$
|
37,474
|
|
|
—
|
|
|
—
|
|
|
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 (11)
|
|
|
|
|
|
|
|
|
|||||||
Fiscal 2019 (as of June 30, 2019)
|
|
$
|
224,114
|
|
|
$
|
25,558
|
|
|
—
|
|
|
—
|
|
|
Fiscal 2018 (as of June 30, 2018)
|
|
392,000
|
|
|
14,678
|
|
|
—
|
|
|
—
|
|
|||
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(9)
|
|
|
|
|
|
|
|
|
|||||||
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 2019 (as of June 30, 2019)
|
|
$
|
328,500
|
|
|
$
|
17,436
|
|
|
—
|
|
|
—
|
|
|
Fiscal 2018 (as of June 30, 2018)
|
|
328,500
|
|
|
17,515
|
|
|
—
|
|
|
—
|
|
|||
Fiscal 2017 (as of June 30, 2017)
|
|
225,000
|
|
|
26,828
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||
2023 Notes(12)
|
|
|
|
|
|
|
|
|
|||||||
Fiscal 2019 (as of June 30, 2019)
|
|
$
|
318,863
|
|
|
$
|
17,963
|
|
|
—
|
|
|
—
|
|
|
Fiscal 2018 (as of June 30, 2018)
|
|
318,675
|
|
|
18,055
|
|
|
—
|
|
|
—
|
|
|||
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 2019 (as of June 30, 2019)
|
|
$
|
234,443
|
|
|
$
|
24,432
|
|
|
—
|
|
|
$
|
1,002
|
|
Fiscal 2018 (as of June 30, 2018)
|
|
199,281
|
|
|
28,872
|
|
|
—
|
|
|
1,029
|
|
|||
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
|
|
|
|
Total Amount
Outstanding(1) |
|
Asset
Coverage per Unit(2) |
|
Involuntary
Liquidating Preference per Unit(3) |
|
Average
Market Value per Unit(4) |
|||||||
6.375% 2024 Notes(12)
|
|
|
|
|
|
|
|
|
|||||||
Fiscal 2019 (as of June 30, 2019)
|
|
$
|
99,726
|
|
|
$
|
57,435
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
2025 Notes
|
|
|
|
|
|
|
|
|
|||||||
Fiscal 2019 (as of June 30, 2019)
|
|
$
|
201,250
|
|
|
$
|
28,461
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||
2028 Notes
|
|
|
|
|
|
|
|
|
|||||||
Fiscal 2019 (as of June 30, 2019)
|
|
$
|
70,761
|
|
|
$
|
80,946
|
|
|
—
|
|
|
$
|
984
|
|
Fiscal 2018 (as of June 30, 2018)
|
|
55,000
|
|
|
104,611
|
|
|
—
|
|
|
1,004
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||
2029 Notes
|
|
|
|
|
|
|
|
|
|||||||
Fiscal 2019 (as of June 30, 2019)
|
|
$
|
69,170
|
|
|
$
|
82,808
|
|
|
|
|
$
|
983
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Prospect Capital InterNotes®(14)
|
|
|
|
|
|
|
|
|
|||||||
Fiscal 2019 (as of June 30, 2019)
|
|
$
|
707,699
|
|
|
$
|
8,094
|
|
|
—
|
|
|
—
|
|
|
Fiscal 2018 (as of June 30, 2018)
|
|
760,924
|
|
|
7,561
|
|
|
—
|
|
|
—
|
|
|||
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
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||
All Senior Securities(12)(13)(14)(15)
|
|
|
|
|
|
|
|
|
|||||||
Fiscal 2019 (as of June 30, 2019)
|
|
$
|
2,421,526
|
|
|
$
|
2,365
|
|
|
—
|
|
|
—
|
|
|
Fiscal 2018 (as of June 30, 2018)
|
|
2,346,563
|
|
|
2,452
|
|
|
—
|
|
|
—
|
|
|||
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)
|
Except as noted, the 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, the 2024 Notes, the 2028 Notes and the 2029 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 repaid the outstanding principal amount of the 2017 Notes on October 15, 2017.
|
(8)
|
We repaid the outstanding principal amount of the 2018 Notes on March 15, 2018.
|
(9)
|
We redeemed the 6.95% 2022 Notes on May 15, 2015.
|
(10)
|
We redeemed the 5.00% 2019 Notes on September 26, 2018.
|
(11)
|
On June 28, 2019, we commenced a tender offer to purchase for cash any and all of the $224.1 million aggregate principal amount outstanding of our 4.75% Senior Convertible Notes due 2020 (the “Tender Offer”). The Tender Offer expired at 12:00 midnight, New York City time, on July 27, 2019 (one minute after 11:59 p.m., New York City time, on July 26, 2019). On July 29, 2019, we announced the expiration and final results of the Tender Offer. On July 31, 2019, $32.9
|
(12)
|
For the period ended June 30, 2019 and all fiscal years ended June 30th, the notes are presented net of unamortized discount.
|
(13)
|
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 $23,375 as of June 30, 2019 as Senior Securities for purposes of Section 18 of the 1940 Act, our asset coverage per unit would be $2,352.
|
(14)
|
Pursuant to notice to call provided on June 10, 2019, we redeemed $41.0 million of our Prospect Capital InterNotes® at par maturing between January 15, 2020 and January 15, 2022, with a weighted average rate of 5.14%. Settlement of the call occurred on July 15, 2019. Pursuant to notice to call provided on July 15, 2019, we redeemed $48.7 million of our Prospect Capital InterNotes® at par maturing between February 15, 2021 and February 15, 2022, with a weighted average rate of 5.30%. Settlement of the call occurred on August 15, 2019. We have provided notice to call on August 9, 2019, with settlement on September 15, 2019, $54.2 million of our Prospect Capital InterNotes® at par maturing between March 15, 2021 and March 15, 2022, with a weighted average rate of 5.33%.
|
(15)
|
If we were to consider the additional issuance, repurchases and maturities subsequent to June 30, 2019 including all notices to redeem with settlements through September 15, 2019, our asset coverage per unit would be $2,467, or $2,453 including the effects of unfunded commitments.
|
(16)
|
As of August 28, 2019, we had $102.0 million outstanding borrowings under our credit facility.
|
(17)
|
We repaid the outstanding principal amount of the 2019 Notes on January 15, 2019.
|
•
|
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
|
Eugene S. Stark, 61
|
|
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), TP Flexible Income Fund, Inc. (formerly Pathway Capital Opportunity Fund, Inc.) since February 19, 2013(3)
|
William J. Gremp, 76
|
|
Director
|
|
Class II Director from 2006 to 2009; Class I Director since April 2010; Term expires 2020
|
|
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), TP Flexible Income Fund, Inc. (formerly Pathway Capital Opportunity Fund, Inc.) since February 19, 2013(3)
|
Andrew C. Cooper, 57
|
|
Lead Independent Director
|
|
Class II Director since February 2009; Term expires 2021
|
|
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), TP Flexible Income Fund, Inc. (formerly Pathway Capital Opportunity 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 2020, Mr. Eliasek and Mr. Cooper are Class II directors with terms that will expire in 2021, 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 TP Flexible Income Fund, Inc. (formerly Pathway Capital Opportunity 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, 66(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, 46(3)
|
|
Director, Chief Operating Officer
|
|
Class II Director since June 2004; Term expires 2021
|
|
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 TP Flexible Income Fund, Inc. (formerly Pathway Capital Opportunity Fund, Inc.), President and COO of Prospect Flexible Income Management, LLC.
|
|
Three
|
|
Priority Income Fund, Inc. since July 31, 2012(4), TP Flexible Income Fund, Inc. (formerly Pathway Capital Opportunity 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 2020, Mr. Eliasek and Mr. Cooper are Class II directors with terms that will expire in 2021, 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 TP Flexible Income Fund, Inc. (formerly Pathway Capital Opportunity 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
|
Kristin Van Dask, 40
|
|
Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary
|
|
Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary since April 2018
|
|
Ms. Van Dask has been the Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary since April 2018. Ms. Van Dask previously served as controller at Prospect Administration LLC. Ms. Van Dask is also the Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary since April 2018 of Priority Income Fund, Inc. and TP Flexible Income Fund, Inc. (formerly Pathway Capital Opportunity 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(4)
|
|
$
|
150,000
|
|
|
None
|
|
$
|
150,000
|
|
William J. Gremp(5)
|
|
$
|
150,000
|
|
|
None
|
|
$
|
150,000
|
|
Eugene S. Stark(6)
|
|
$
|
150,000
|
|
|
None
|
|
$
|
150,000
|
|
Executive Officers
|
|
|
|
|
|
|
||||
Kristin Van Dask(2)(3)
|
|
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. Ms. Van Dask is compensated from the income Prospect Administration receives under the administration agreement.
|
(3)
|
On April 4, 2018, the Company’s Board of Directors appointed Ms. Van Dask as the Chief Financial Officer, Treasurer, Secretary and Chief Compliance Officer of the Company.
|
(4)
|
Mr. Cooper joined our Board of Directors on February 12, 2009.
|
(5)
|
Mr. Gremp joined our Board of Directors on April 1, 2010.
|
(6)
|
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)
|
|
$
|
3,306,277
|
|
Quarterly Hurdle Rate
|
|
1.75
|
%
|
|
Current Quarter Hurdle
|
|
$
|
57,860
|
|
125% of the Quarterly Hurdle Rate
|
|
2.1875
|
%
|
|
125% of the Current Quarter Hurdle
|
|
$
|
72,325
|
|
Current Quarter Pre Incentive Fee Net Investment Income
|
|
$
|
87,034
|
|
Incentive Fee—“Catch-Up”
|
|
$
|
14,465
|
|
Incentive Fee—20% in excess of 125% of the Current Quarter Hurdle
|
|
$
|
2,942
|
|
Total Current Quarter Incentive Fee
|
|
$
|
17,407
|
|
(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 (“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 (“Investment A”) and $20 million investment made in company B (“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 (“Investment A”), and $20 million investment made in company B (“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
|
|
15
|
|
M. Grier Eliasek
|
|
President and Chief Operating Officer
|
|
15
|
|
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
|
|
39,499,927
|
|
10.8
|
%
|
Other executive officers and directors as a group
|
|
1,343,763
|
|
0.4
|
%
|
(1)
|
Based on a total of 367,287,523 shares of our common stock issued and outstanding as of August 28, 2019.
|
Name of Director or Officer
|
|
Dollar Range of Equity
Securities in the Company(1)
|
|
Dollar Range of Equity
Securities in Priority(1)
|
|
Dollar Range of Equity
Securities in FLEX(1)
|
Independent Directors
|
|
|
|
|
|
|
William J. Gremp
|
|
Over $100,000
|
|
None
|
|
None
|
Andrew C. Cooper
|
|
None
|
|
None
|
|
None
|
Eugene S. Stark
|
|
Over $100,000
|
|
None
|
|
None
|
Interested Directors
|
|
|
|
|
|
|
John F. Barry III
|
|
Over $100,000
|
|
None
|
|
None
|
M. Grier Eliasek
|
|
Over $100,000
|
|
None
|
|
None
|
Officer
|
|
|
|
|
|
|
Kristin Van Dask
|
|
Over $100,000
|
|
None
|
|
None
|
(1)
|
Dollar ranges are as follows: none, $1-$10,000, $10,001-$50,000, $50,001-$100,000 or over $100,000.
|
Portfolio Company
|
Nature of its Principal Business
|
Title and Class of Securities Held
|
Collateral Held
|
% of Class Held
|
Fair Value (Equity)
|
Fair Value (Debt)
|
|||
|
|
|
|
|
|
(in thousands)
|
(in thousands)
|
||
Freedom Marine Solutions, LLC
111 Evergreen Drive Houma, Louisiana 70364 |
Energy Equipment & Services
|
Membership Interest (100%)
|
|
100
|
%
|
14,920
|
|
|
|
InterDent, Inc.
9800 South La Cienega Boulevard, Suite 800 Inglewood, California 90301 |
Health Care Providers & Services
|
Senior Secured Term Loan A/B (2.66% (LIBOR + 0.25% with 0.75% LIBOR floor), due 9/5/2020)
|
First priority lien
|
|
|
14,000
|
|
||
|
|
Senior Secured Term Loan A (7.91% (LIBOR + 5.50% with 0.75% LIBOR floor), due 9/5/2020)
|
First priority lien
|
|
|
77,994
|
|
||
|
|
Senior Secured Term Loan B (16.00% PIK, due 9/5/2020)
|
First priority lien
|
|
|
116,111
|
|
||
|
|
Senior Secured Term Loan C (18.00% PIK, in non-accrual status effective 10/1/2018, due 9/5/2020)
|
First priority lien
|
|
|
16,771
|
|
||
|
|
Senior Secured Term Loan D (1.00% PIK, in non-accrual status effective 10/1/2018, due 9/5/2020)
|
First priority lien
|
|
|
—
|
|
||
|
|
Common Stock (99,900 shares)
|
|
100
|
%
|
—
|
|
|
|
MITY, Inc.
1301 West 400 North Orem, UT 84057 |
Commercial Services & Supplies
|
Senior Secured Note A (10.00% (LIBOR + 7.00% with 3.00% LIBOR floor), due 1/30/2020)
|
First priority lien
|
|
|
26,250
|
|
||
|
|
Senior Secured Note B (10.00% (LIBOR + 7.00% with 3.00% LIBOR floor) plus 10.00% PIK, due 6/30/2020)
|
First priority lien
|
|
|
20,652
|
|
||
|
|
Subordinated Unsecured Note to Broda Enterprises ULC (10.00%, due 1/1/2028)(1)
|
|
|
|
—
|
|
||
|
|
Common Stock (42,053 shares)
|
|
100
|
%
|
—
|
|
|
|
National Property REIT Corp.
1389 Center Drive, Suite 170, Park City, Utah 84098 |
Equity Real Estate Investment Trusts (REITs) / Online Lending
|
Senior Secured Term Loan A (6.50% (LIBOR + 3.50% with 3.00% LIBOR floor) plus 5.00% PIK, due 12/31/2023)
|
First priority lien
|
|
|
433,553
|
|
||
|
|
Senior Secured Term Loan B (5.00% (LIBOR + 2.00% with 3.00% LIBOR floor) plus 5.50% PIK, due 12/31/2023)
|
First priority lien
|
|
|
172,000
|
|
||
|
|
Residual Profit Interest (25% of Residual Profit)
|
|
25
|
%
|
96,609
|
|
|
|
|
|
Common Stock (3,110,101 shares)
|
|
100
|
%
|
302,303
|
|
|
|
Nationwide Loan Company LLC
3435 North Cierco Avenue Chicago, IL 60641 |
Consumer Finance
|
Senior Subordinated Term Loan to Nationwide Acceptance LLC (10.00% plus 10.00% PIK, due 6/18/2020)(1)
|
Second priority lien
|
|
|
18,616
|
|
||
|
|
Class A Units (32,456,159 units)(1)
|
|
94
|
%
|
14,359
|
|
|
|
NMMB, Inc.
10 Abeel Road Cranbury, NJ 08512 |
Media
|
Senior Secured Note (14.00%, due 5/6/2021)
|
First priority lien
|
|
|
3,114
|
|
||
|
|
Series A Preferred Stock (7,200 shares)
|
|
48
|
%
|
11,788
|
|
|
|
|
|
Series B Preferred Stock (5,669 shares)
|
|
46
|
%
|
9,281
|
|
|
Portfolio Company
|
Nature of its Principal Business
|
Title and Class of Securities Held
|
Collateral Held
|
% of Class Held
|
Fair Value (Equity)
|
Fair Value (Debt)
|
|||
|
|
|
|
|
|
(in thousands)
|
(in thousands)
|
||
Pacific World Corporation
100 Technology Drive, Suite 200 Irvine, California 92618 |
Personal Products
|
Revolving Line of Credit – $26,000 Commitment (9.66% (LIBOR + 7.25% with 1.00% LIBOR floor), due 9/26/2020)
|
First priority lien
|
|
|
20,825
|
|
||
|
|
Senior Secured Term Loan A (7.66% PIK (LIBOR + 5.25% with 1.00% LIBOR floor), in non-accrual status effective 10/24/2018, due 9/26/2020)
|
First priority lien
|
|
|
91,602
|
|
||
|
|
Senior Secured Term Loan B (11.66% PIK (LIBOR + 9.25% with 1.00% LIBOR floor), in non-accrual status effective 5/21/2018, due 9/26/2020)
|
First priority lien
|
|
|
—
|
|
||
|
|
Convertible Preferred Equity (166,666 shares)
|
|
100
|
%
|
—
|
|
|
|
|
|
Common Stock (6,778,414 shares)
|
|
8
|
%
|
—
|
|
|
|
R-V Industries, Inc.
584 Poplar Road Honey Brook, PA 19344 |
Machinery
|
Senior Subordinated Note (11.32% (LIBOR + 9.00% with 1.00% LIBOR floor), due 3/31/2022)
|
Second priority lien
|
|
|
28,622
|
|
||
|
|
Common Stock (745,107 shares)
|
|
88
|
%
|
5,002
|
|
|
|
Universal Turbine Parts, LLC120 Grouby Airport Road Prattsville, AL 36067
|
Trading Companies & Distributors
|
Delayed Draw Term Loan – $5,000 Commitment (10.25% (LIBOR + 7.75% with 2.50% LIBOR floor), due 9/30/2020)
|
First priority lien
|
|
|
—
|
|
||
|
|
Senior Secured Term Loan A (8.36% (LIBOR + 5.75% with 1.00% LIBOR floor), due 7/22/2021)
|
First priority lien
|
|
|
28,043
|
|
||
|
|
Senior Secured Term Loan B (14.36% PIK (LIBOR + 11.75% with 1.00% LIBOR floor), in non-accrual status effective 7/1/2018, due 7/22/2021)
|
First priority lien
|
|
|
—
|
|
||
|
|
Common Stock (10,000 units)
|
|
100
|
%
|
—
|
|
|
|
USES Corp.
200 Crescent Court, Suite 1030 Dallas, TX 75201 |
Commercial Services & Supplies
|
Senior Secured Term Loan A (9.00% PIK, in non-accrual status effective 4/1/2016, due 7/22/2020)
|
First priority lien
|
|
|
15,725
|
|
||
|
|
Senior Secured Term Loan B (15.50% PIK, in non-accrual status effective 4/1/2016, due 7/22/2020)
|
First priority lien
|
|
|
—
|
|
||
|
|
Common Stock (268,962 shares)
|
|
100
|
%
|
—
|
|
|
|
Valley Electric Company, Inc.
1100 Merrill Creek Parkway Everett, WA 98023 |
Construction & Engineering
|
Senior Secured Note to Valley Electric Co. of Mt. Vernon, Inc. (8.00% (LIBOR + 5.00% with 3.00% LIBOR floor) plus 2.50% PIK, due 12/31/2024)
|
First priority lien
|
|
|
10,430
|
|
||
|
|
Senior Secured Note (8.00% plus 10.00% PIK, due 6/23/2024)
|
First priority lien
|
|
|
33,301
|
|
||
|
|
Consolidated Revenue Interest (2.0%)
|
|
2
|
%
|
3,032
|
|
|
|
|
|
Common Stock (50,000 shares)
|
|
95
|
%
|
96,922
|
|
|
|
Wolf Energy, LLC
910 Foulk Road, Suite 201 Wilmington, Delaware 19803 |
Energy Equipment & Services
|
Membership Interest (100%)
|
|
100
|
%
|
—
|
|
|
|
|
|
Membership Interest in Wolf Energy Services Company, LLC (100%)
|
|
100
|
%
|
—
|
|
|
|
|
|
Net Profits Interest (8% of Equity Distributions)
|
|
8
|
%
|
14
|
|
|
Portfolio Company
|
Nature of its Principal Business
|
Title and Class of Securities Held
|
Collateral Held
|
% of Class Held
|
Fair Value (Equity)
|
Fair Value (Debt)
|
|||
|
|
|
|
|
|
(in thousands)
|
(in thousands)
|
||
Companies 5% to 24.99% owned
|
|
|
|
|
|
||||
Edmentum Ultimate Holdings, LLC
5600 West 83rd Street, Suite 300, 8200 Tower Bloomington, MN 55437 |
Diversified Consumer Services
|
Second Lien Revolving Credit Facility to Edmentum, Inc. – $7,834 Commitment (5.00% PIK, due 12/9/2021)
|
Second priority lien
|
|
|
8,159
|
|
||
|
|
Unsecured Senior PIK Note (8.50% PIK, due 12/9/2021)
|
None
|
|
|
8,189
|
|
||
|
|
Unsecured Junior PIK Note (10.00% PIK, in non-accrual status effective 1/1/2017, due 12/9/2021)
|
None
|
|
|
24,869
|
|
||
|
|
Class A Units (370,964 units)
|
|
12
|
%
|
—
|
|
|
|
Nixon, Inc.
701 South Coast Highway Encinitas, CA 92024 |
Textiles, Apparel & Luxury Goods
|
Common Stock (857 units)
|
|
9
|
%
|
—
|
|
|
|
Targus Cayman HoldCo Limited
1211 North Miller Street Anaheim, CA 92806 |
Textiles, Apparel & Luxury Goods
|
Common Stock (7,383,395 shares)
|
|
10
|
%
|
16,599
|
|
|
|
United Sporting Companies, Inc.
267 Columbia Ave Chapin, SC 29036 |
Distributors
|
Second Lien Term Loan (13.40% (LIBOR + 11.00% with 1.75% LIBOR floor) plus 2.00% PIK, in non-accrual status effective 4/1/2017, due 11/16/2019)
|
Second priority lien
|
|
|
18,866
|
|
||
|
|
Common Stock (218,941 shares)
|
|
22
|
%
|
—
|
|
|
|
Companies less than 5% owned
|
|
|
|
|
|
||||
8TH Avenue Food & Provisions, Inc. 1335 Strassner Drive
Brentwood, Missouri 63144 |
Food Products
|
Second Lien Term Loan (10.17% (LIBOR + 7.75%), due 10/1/2026)
|
Second priority lien
|
|
|
24,829
|
|
||
ACE Cash Express, Inc.
1231 Greenway Drive, Suite 600 Irving, TX 75038 |
Consumer Finance
|
Senior Secured Note (12.00%, due 12/15/2022)(1)
|
First priority lien
|
|
|
20,555
|
|
||
AgaMatrix, Inc.
7C Raymond Avenue Salem, NH 03079 |
Health Care Equipment & Supplies
|
Senior Secured Term Loan (11.33% (LIBOR + 9.00% with 1.25% LIBOR floor), due 9/29/2022)
|
First priority lien
|
|
|
34,010
|
|
||
AmeriLife Group, LLC 2650 McCormick Drive, Suite 300T
Clearwater, FL 33759 |
Insurance
|
Second Lien Term Loan (11.40% (LIBOR + 9.00%), due 6/11/2027
|
Second priority lien
|
|
|
10,000
|
|
||
Apidos CLO IX
P.O. Box 1093 Boundary Hall Cricket Square Grand Cayman KY1-1102 Cayman Islands |
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 0.00%, due 7/15/2023)(1)
|
|
|
26
|
|
|
||
Apidos CLO XI
P.O. Box 1093 Boundary Hall Cricket Square Grand Cayman KY1-1102 Cayman Islands |
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 9.96%, due 10/17/2028)(1)
|
|
|
27,982
|
|
|
||
Apidos CLO XII
P.O. Box 1093 Boundary Hall Cricket Square Grand Cayman KY1-1102 Cayman Islands |
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 15.45%, due 4/15/2031)(1)
|
|
|
29,123
|
|
|
||
Apidos CLO XV
P.O. Box 1093 Boundary Hall Cricket Square Grand Cayman KY1-1102 Cayman Islands |
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 14.77%, due 4/21/2031)(1)
|
|
|
29,018
|
|
|
||
Apidos CLO XXII
P.O. Box 1093 Boundary Hall Cricket Square Grand Cayman KY1-1102 Cayman Islands |
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 9.95%, due 10/20/2027)(1)
|
|
|
24,948
|
|
|
||
Ark-La-Tex Wireline Services, LLC
6913 Wesport Avenue Shreveport, LA 71129 |
Energy Equipment & Services
|
Escrow Receivable
|
|
|
—
|
|
|
Portfolio Company
|
Nature of its Principal Business
|
Title and Class of Securities Held
|
Collateral Held
|
% of Class Held
|
Fair Value (Equity)
|
Fair Value (Debt)
|
|||
|
|
|
|
|
|
(in thousands)
|
(in thousands)
|
||
Atlantis Health Care Group (Puerto Rico), Inc.
299 Park Avenue, 34th Floor New York, New York 10171 |
Health Care Providers & Services
|
Revolving Line of Credit – $6,000 Commitment (11.34% (LIBOR + 8.75% with 2.00% LIBOR floor), due 2/21/2020)
|
First priority lien
|
|
|
3,955
|
|
||
|
|
Senior Term Loan (11.34% (LIBOR + 8.75% with 2.00% LIBOR floor), due 2/21/2020)
|
First priority lien
|
|
|
73,495
|
|
||
Barings CLO 2018-III
P.O. Box 1093, Boundary Hall, Cricket Square Grand Cayman KY1-1102 Cayman Islands |
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 12.58%, due 7/20/2029)(1)
|
|
|
39,031
|
|
|
||
Broder Bros., Co.
Six Neshaminy Interplex, 6th Floor Trevose, PA 19053 |
Textiles, Apparel & Luxury Goods
|
Senior Secured Note (10.83% (LIBOR + 8.50% with 1.25% LIBOR floor), due 12/02/2022)
|
First priority lien
|
|
|
189,725
|
|
||
Brookside Mill CLO Ltd.
75 Fort Street P.O. Box 1350 George Town, Grand Cayman, KY1-1108 Cayman Islands |
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 8.36%, due 1/17/2028)(1)
|
|
|
13,611
|
|
|
||
California Street CLO IX Ltd. P.O. Box 1093 Boundary Hall Cricket Square
Grand Cayman KY1-1102 Cayman Islands |
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 10.96%, due 10/16/2028)(1)
|
|
|
34,672
|
|
|
||
Candle-Lite Company, LLC
10521 Millington Ct Cincinnati, OH 45242 |
Household Products
|
Senior Secured Term Loan A (8.03% (LIBOR + 5.50% with 1.25% LIBOR floor), due 1/23/2023)
|
First priority lien
|
|
|
12,188
|
|
||
|
|
Senior Secured Term Loan B (12.03% (LIBOR + 9.50% with 1.25% LIBOR floor), due 1/23/2023)
|
First priority lien
|
|
|
12,500
|
|
||
Capstone Logistics Acquisition, Inc.
6525 The Corners Parkway, Suite 520 Peachtree Corners, GA 30092 |
Commercial Services & Supplies
|
Second Lien Term Loan (10.65% (LIBOR + 8.25% with 1.00% LIBOR floor), due 10/7/2022)
|
Second priority lien
|
|
|
98,982
|
|
||
Carlyle C17 CLO Limited
P.O. Box 1093 Boundary Hall, Cricket Square George Town, Grand Cayman KY1-1102 Cayman Islands |
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 20.73%, due 4/30/2031)(1)
|
|
|
12,920
|
|
|
||
Carlyle Global Market Strategies CLO 2014-4-R, Ltd.
190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands |
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 21.84%, due 7/15/2030)(1)
|
|
|
18,293
|
|
|
||
Carlyle Global Market Strategies CLO 2016-3, Ltd.
27 Hospital Road George Town, Grand Cayman KY1-9008 Cayman Islands |
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 15.47%, due 10/20/2029)(1)
|
|
|
27,918
|
|
|
||
CCPI Inc.
838 Cherry Street Blanchester, OH 45107 |
Electronic Equipment, Instruments & Components
|
Escrow Receivable
|
|
95
|
%
|
2,239
|
|
|
|
CCS-CMGC Holdings, Inc. 1283 Murfreesboro Road, Suite 500
Nashville, TX 37217 |
Health Care Providers & Services
|
First Lien Term Loan (7.90% (LIBOR + 5.50%), due 10/1/2025)
|
First priority lien
|
|
|
4,865
|
|
||
|
|
Second Lien Term Loan (11.40% (LIBOR + 9.00%), due 10/1/2026)
|
Second priority lien
|
|
|
34,362
|
|
||
Cent CLO 21 Limited
P.O. Box 1093 Boundary Hall Cricket Square Grand Cayman KY1-1102 Cayman Islands |
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 13.77%, due 7/27/2030)(1)
|
|
|
29,335
|
|
|
Portfolio Company
|
Nature of its Principal Business
|
Title and Class of Securities Held
|
Collateral Held
|
% of Class Held
|
Fair Value (Equity)
|
Fair Value (Debt)
|
|||
|
|
|
|
|
|
(in thousands)
|
(in thousands)
|
||
Cent CLO 21 Limited
O. Box 1093, Boundary Hall, Cricket Square, Grand Cayman KY1-1102, Cayman Islands |
Structured Finance
|
Rated Secured Structured Note - Class E (11.23% (LIBOR + 8.65%), due 7/27/2030)(1)
|
|
|
|
10,569
|
|
||
Centerfield Media Holding Company
855 N. Douglas Street El Segundo, CA 90245 |
IT Services
|
Senior Secured Term Loan A (9.60% (LIBOR + 7.00% with 2.00% LIBOR floor), due 1/17/2022)
|
First priority lien
|
|
|
73,474
|
|
||
|
|
Senior Secured Term Loan B (15.10% (LIBOR + 12.50% with 2.00% LIBOR floor), due 1/17/2022)
|
First priority lien
|
|
|
78,100
|
|
||
CIFC Funding 2013-III-R, Ltd.
P.O. Box 1093 Boundary Hall, Cricket Square Grand Cayman, KY1-1102, Cayman Islands |
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 14.98%, due 4/24/2031)(1)
|
|
|
25,748
|
|
|
||
CIFC Funding 2013-IV, Ltd.
P.O. Box 1093 Boundary Hall Cricket Square Grand Cayman KY1-1102 Cayman Islands |
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 16.76%, due 4/28/2031)(1)
|
|
|
28,569
|
|
|
||
CIFC Funding 2014-IV-R, Ltd.
Box 1093, Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands, |
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 14.63%, due 10/21/2028)(1)
|
|
|
29,989
|
|
|
||
CIFC Funding 2014-V, Ltd.
P.O. Box 1093, Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands |
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 14.92%, due 10/17/2030)(1)
|
|
|
24,709
|
|
|
||
CIFC Funding 2016-I, Ltd.
P.O. Box 1093 Boundary Hall Cricket Square Grand Cayman KY1-1102 Cayman Islands |
Structured Finance
|
Rated Secured Structured Note - Class F (11.09% (LIBOR + 8.50%), due 10/17/2031)(1)
|
|
|
|
10,248
|
|
||
Cinedigm DC Holdings, LLC
902 Broadway, 9th Floor New York, NY 10010 |
Entertainment
|
Senior Secured Term Loan (11.53% (LIBOR + 9.00% with 2.00% LIBOR floor) plus 2.50% PIK, due 3/31/2021)
|
First priority lien
|
|
|
16,178
|
|
||
Class Valuation, LLC (f/k/a Class Appraisal, LLC)
2600 Bellingham Dr. #100 Troy, MI 48083 |
Real Estate Management & Development
|
Revolving Line of Credit – $1,500 Commitment (10.58% (LIBOR + 8.25% with 1.50% LIBOR floor), due 3/12/2020)
|
First priority lien
|
|
|
—
|
|
||
|
|
Senior Secured Term Loan (10.58% (LIBOR + 8.25% with 1.50% LIBOR floor), due 3/10/2023)
|
First priority lien
|
|
|
38,852
|
|
||
Columbia Cent CLO 27 Limited
P.O. Box 1093, Boundary Hall, Cricket Square, Grand Cayman KY1-1102, Cayman Islands |
Structured Finance
|
Rated Secured Structured Note - Class E (10.87% (LIBOR + 8.29%), due 10/25/2028)(1)
|
|
|
|
7,436
|
|
||
Columbia Cent CLO 20 Limited
P.O. Box 1093, Boundary Hall, Cricket Square, Grand Cayman KY1-1102, Cayman Islands |
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 16.18%, due 10/25/2028)(1)
|
|
|
23,808
|
|
|
||
Coverall North America, Inc.
1201 West Peachtree, Suite 2800 Atlanta, Georgia 30309 |
Commercial Services & Supplies
|
Senior Secured Term Loan A (8.60% (LIBOR + 6.00% with 1.00% LIBOR floor), due 11/02/2020)
|
First priority lien
|
|
|
8,475
|
|
||
|
|
Senior Secured Term Loan B (13.60% (LIBOR + 11.00% with 1.00% LIBOR floor), due 11/02/2020)
|
First priority lien
|
|
|
23,375
|
|
||
CP VI Bella Midco
2701 Renaissance Boulevard, Suite 200 King of Prussia, PA 19406 |
IT Services
|
Second Lien Term Loan (9.15% (LIBOR + 6.75%), due 12/29/2025)
|
Second priority lien
|
|
|
15,703
|
|
Portfolio Company
|
Nature of its Principal Business
|
Title and Class of Securities Held
|
Collateral Held
|
% of Class Held
|
Fair Value (Equity)
|
Fair Value (Debt)
|
|||
|
|
|
|
|
|
(in thousands)
|
(in thousands)
|
||
Digital Room LLC
8000 Haskell Avenue Van Nuys, CA 91406 |
Commercial Services & Supplies
|
First Lien Term Loan (7.40% (LIBOR + 5.00%), due 5/21/2026)
|
First priority lien
|
|
|
10,000
|
|
||
|
|
Second Lien Term Loan (11.40% (LIBOR + 9.00%), due 5/21/2027)
|
Second priority lien
|
|
|
70,000
|
|
||
Dunn Paper, Inc.
218 Riverview St. Port Huron, MI 48060 |
Paper & Forest Products
|
Second Lien Term Loan (11.15% (LIBOR + 8.75% with 1.00% LIBOR floor), due 8/26/2023)
|
Second priority lien
|
|
|
11,500
|
|
||
Dynatrace, LLC 1601 Trapelo Road,
Suite 116, Waltham, MA 02451 |
Software
|
Second Lien Term Loan (9.40% (LIBOR + 7.00%), due 8/23/2026)
|
Second priority lien
|
|
|
2,735
|
|
||
Easy Gardener Products, Inc.
3022 Franklin Avenue Waco, Texas 76710 |
Household Durables
|
Senior Secured Term Loan (12.60% (LIBOR + 10.00% with 0.25% LIBOR floor), due 09/30/2020)
|
First priority lien
|
|
|
10,252
|
|
||
Engine Group, Inc.
315 Park Avenue South, 14th Floor New York, NY 10010 |
Media
|
Senior Secured Term Loan (7.33% (LIBOR + 5.00% with 1.00% LIBOR floor), due 9/15/2022)
|
First priority lien
|
|
|
3,921
|
|
||
|
|
Second Lien Term Loan (11.33% (LIBOR + 9.00% with 1.00% LIBOR floor), due 9/15/2023)
|
Second priority lien
|
|
|
30,580
|
|
||
EXC Holdings III Corp.
200 West Street Waltham, MA 02451 |
Technology Hardware, Storage & Peripherals
|
Second Lien Term Loan (10.10% (LIBOR + 7.50% with 1.00% LIBOR floor), due 12/01/2025)
|
Second priority lien
|
|
|
12,400
|
|
||
Galaxy XV CLO, Ltd.
P.O Box 1093 Boundary Hall Cricket Square Grand Cayman KY1-1102 Cayman Islands |
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 12.11%, due 10/15/2030)(1)
|
|
|
28,398
|
|
|
||
Galaxy XXVII CLO, Ltd.
190 Elgin Avenue
George Town, Grand Cayman KY1-9005 Cayman Islands |
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 9.63%, due 5/16/2031)(1)
|
|
|
12,275
|
|
|
||
Galaxy XXVIII CLO, Ltd.
190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands, |
Structured Finance
|
Rated Secured Structured Note - Class F (11.08% (LIBOR + 8.48%), due 7/15/2031)(1)
|
|
|
|
6,648
|
|
||
Galaxy XXVIII CLO, Ltd.
190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands, |
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 10.33%, due 7/15/2031)(1)
|
|
|
19,976
|
|
|
||
Global Tel*Link Corporation 12021 Sunset Hills Road, Suite 100
Reston, Virginia 20190 |
Diversified Telecommunication Services
|
Second Lien Term Loan (10.65% (LIBOR + 8.25%), due 11/29/2026)
|
Second priority lien
|
|
|
26,311
|
|
||
GlobalTranz Enterprises, Inc. 7350 N. Dobson Road, Suite 130
Scottsdale, Arizona 85256 |
Air Freight & Logistics
|
Second Lien Term Loan (10.64% (LIBOR + 8.25%), due 5/15/2027)
|
Second priority lien
|
|
|
12,233
|
|
||
H.I.G. ECI Merger Sub, Inc.
100 High Street, 16th Floor Boston, MA 02110 |
IT Services
|
Senior Secured Term Loan A (8.10% (LIBOR + 5.50% with 1.50% LIBOR floor), due 5/31/2023)
|
First priority lien
|
|
|
44,240
|
|
||
|
|
Senior Secured Term Loan B (13.10% (LIBOR + 10.50% with 1.50% LIBOR floor), due 5/31/2023)
|
First priority lien
|
|
|
28,843
|
|
||
Halcyon Loan Advisors Funding 2012-1 Ltd.
P.O. Box 1093 Boundary Hall Cricket Square Grand Cayman KY1-1102 Cayman Islands |
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 0.00%, due 8/15/2023)(1)
|
|
|
—
|
|
|
||
Halcyon Loan Advisors Funding 2013-1 Ltd.
P.O. Box 1093 Boundary Hall Cricket Square Grand Cayman KY1-1102 Cayman Islands |
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 0.00%, due 4/15/2025)(1)
|
|
|
5,563
|
|
|
Portfolio Company
|
Nature of its Principal Business
|
Title and Class of Securities Held
|
Collateral Held
|
% of Class Held
|
Fair Value (Equity)
|
Fair Value (Debt)
|
|||
|
|
|
|
|
|
(in thousands)
|
(in thousands)
|
||
Halcyon Loan Advisors Funding 2014-1 Ltd.
P.O. Box 1093 Boundary Hall Cricket Square Grand Cayman KY1-1102 Cayman Islands |
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 0.00%, due 4/18/2026)(1)
|
|
|
4,243
|
|
|
||
Halcyon Loan Advisors Funding 2014-2 Ltd.
P.O. Box 1093 Boundary Hall Cricket Square Grand Cayman KY1-1102 Cayman Islands |
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 0.00%, due 4/28/2025)(1)
|
|
|
3,921
|
|
|
||
Halcyon Loan Advisors Funding 2015-3 Ltd.
P.O. Box 1093 Boundary Hall Cricket Square Grand Cayman KY1-1102 Cayman Islands |
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 12.87%, due 10/18/2027)(1)
|
|
|
27,783
|
|
|
||
HALYARD MD OPCO, LLC
|
Media
|
Revolving Line of Credit – $2,000 Commitment (10.33% (LIBOR + 8.00%), due 2/6/2020)
|
First priority lien
|
|
|
—
|
|
||
|
|
First Lien Term Loan (10.33% (LIBOR + 8.00% with 2.00% LIBOR floor), due 8/6/2023)
|
First priority lien
|
|
|
11,550
|
|
||
HarbourView CLO VII-R, Ltd.
P.O. Box 1093 Boundary Hall Grand Cayman KY1-1102 Cayman Islands |
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 19.31%, due 7/18/2031)(1)
|
|
|
12,690
|
|
|
||
Help/Systems Holdings, Inc.
6455 City West ParkWay Eden Prairie, MN 55344 |
Software
|
Second Lien Term Loan (10.08% (LIBOR + 7.75%), due 3/27/2026)
|
Second priority lien
|
|
|
12,457
|
|
||
Inpatient Care Management Company LLC
19105 US Highway 41 North, Suite 300 Lutz, FL 33548 |
Health Care Providers & Services
|
Senior Secured Term Loan (10.60% (LIBOR + 8.00% with 1.00% LIBOR floor), due 6/8/2021)
|
First priority lien
|
|
|
19,000
|
|
||
Janus International Group, LLC
135 Janus International Blvd. Temple, GA 30179 |
Building Products
|
Second Lien Term Loan (10.15% (LIBOR + 7.75% with 1.00% LIBOR floor), due 2/12/2026)
|
Second priority lien
|
|
|
19,842
|
|
||
JD Power and Associates
3200 Park Center Drive, 13th Floor Costa Mesa, CA 92626 |
Capital Markets
|
Second Lien Term Loan (10.90% (LIBOR + 8.50% with 1.00% LIBOR floor), due 9/7/2024)
|
Second priority lien
|
|
|
25,222
|
|
||
Jefferson Mill CLO Ltd.
75 Fort Street P.O. Box 1350 George Town, Grand Cayman, KY1-1108 Cayman Islands |
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 13.08%, due 10/20/2031)(1)
|
|
|
12,172
|
|
|
||
K&N Parent, Inc.
1455 Citrus Street Riverside, CA 92507 |
Auto Components
|
Second Lien Term Loan (11.15% (LIBOR + 8.75% with 1.00% LIBOR floor), due 10/21/2024)
|
Second priority lien
|
|
|
25,450
|
|
||
Keystone Acquisition Corp.
777 East Park Drive Harrisburg, PA 17111 |
Health Care Providers & Services
|
Second Lien Term Loan (11.58% (LIBOR + 9.25% with 1.00% LIBOR floor), due 5/1/2025)
|
Second priority lien
|
|
|
50,000
|
|
||
LCM XIV Ltd.
P.O. Box 1093 Queensgate House Grand Cayman KY1-1102 Cayman Islands |
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 14.10%, due 7/21/2031)(1)
|
|
|
20,663
|
|
|
||
Madison Park Funding IX, Ltd.
75 Fort Street P.O. Box 1350 George Town, Grand Cayman, KY1-1108 Cayman Islands |
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 0.00%, due 8/15/2022)(1)
|
|
|
1,109
|
|
|
Portfolio Company
|
Nature of its Principal Business
|
Title and Class of Securities Held
|
Collateral Held
|
% of Class Held
|
Fair Value (Equity)
|
Fair Value (Debt)
|
|||
|
|
|
|
|
|
(in thousands)
|
(in thousands)
|
||
Maverick Healthcare Equity, LLC
2546 West Birchwood Avenue Mesa, AZ 85202 |
Health Care Providers & Services
|
Preferred Units (10.00%, 1,250,000 units)
|
|
1
|
%
|
—
|
|
|
|
|
|
Class A Common Units (1,250,000 units)
|
|
1
|
%
|
—
|
|
|
|
MedMark Services, Inc.
1720 Lakepointe Drive, Suite 117 Lewisvill, TX 75057 |
Health Care Providers & Services
|
Second Lien Term Loan (10.77% (LIBOR + 8.25% with 1.00% LIBOR floor), due 3/1/2025)
|
Second priority lien
|
|
|
6,943
|
|
||
Mobile Posse, Inc.
1010 North Glebe Road #200 Arlington, VA |
Media
|
First Lien Term Loan (10.83% (LIBOR + 8.50% with 2.00% LIBOR floor), due 4/3/2023)
|
First priority lien
|
|
|
20,500
|
|
||
Mountain View CLO 2013-I Ltd.
P.O. Box 1093 Boundary Hall Cricket Square Grand Cayman KY1-1102 Cayman Islands |
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 10.70%, due 10/15/2030)(1)
|
|
|
20,919
|
|
|
||
Mountain View CLO IX Ltd.
P.O. Box 1093 Boundary Hall Cricket Square Grand Cayman KY1-1102 Cayman Islands |
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 18.79%, due 7/15/2031)(1)
|
|
|
31,107
|
|
|
||
MRP Holdco, Inc.
131 Clarendon Street, 3rd Floor Boston, MA 02116 |
Professional Services
|
Senior Secured Term Loan A (7.41% (LIBOR + 5.00% with 1.50% LIBOR floor), due 4/17/2024)
|
First priority lien
|
|
|
53,963
|
|
||
|
|
Senior Secured Term Loan B (11.41% (LIBOR + 9.00% with 1.50% LIBOR floor), due 4/17/2024)
|
First priority lien
|
|
|
55,000
|
|
||
Octagon Investment Partners XV, Ltd.
P.O. Box 1093 Boundary Hall Cricket Square Grand Cayman KY1-1102 Cayman Islands |
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 12.68%, due 7/19/2030)(1)
|
|
|
26,239
|
|
|
||
Octagon Investment Partners 18-R Ltd.
PO Box 1093, Queensgate House, Grand Cayman, KY1-1102, Cayman Islands |
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 16.97%, due 4/16/2031)(1)
|
|
|
24,629
|
|
|
||
Pearl Intermediate Parent LLC
1 Gorham Island, Suite 300 Westport, CT 06880 |
Health Care Providers & Services
|
Second Lien Term Loan (8.65% (LIBOR + 6.25%), due 2/15/2026)
|
Second priority lien
|
|
|
4,979
|
|
||
PeopleConnect Intermediate LLC
500 108th Avenue Suite 1600 Bellevue, WA 98004
|
Interactive Media & Services
|
Revolving Line of Credit – $1,000 Commitment (12.10% (LIBOR + 9.50% with 1.00% LIBOR floor), due 7/1/2020)
|
First priority lien
|
|
|
500
|
|
||
|
|
Senior Secured Term Loan A (9.10% (LIBOR + 6.50% with 1.00% LIBOR floor), due 7/1/2020)
|
First priority lien
|
|
|
17,741
|
|
||
|
|
Senior Secured Term Loan B (15.10% (LIBOR + 12.50% with 1.00% LIBOR floor), due 7/1/2020)
|
First priority lien
|
|
|
19,620
|
|
||
PG Dental Holdings New Jersey, LLC 33 Wood Avenue South, 6th Fl.
Iselin, NJ 08830 |
Health Care Providers & Services
|
Delayed Draw Term Loan – $5,000 Commitment (10.00% (LIBOR + 7.25% with 2.75% LIBOR floor), due 5/31/2024)
|
First priority lien
|
|
|
—
|
|
||
|
|
Senior Secured Term Loan (10.00% (LIBOR + 7.25% with 2.75% LIBOR floor), due 5/31/2024)
|
First priority lien
|
|
|
22,760
|
|
||
PGX Holdings, Inc.
330 North Cutler Drive North Salt Lake, UT 84054 |
Diversified Consumer Services
|
Second Lien Term Loan (11.41% (LIBOR + 9.00% with 1.00% LIBOR floor), due 9/29/2021)
|
Second priority lien
|
|
|
100,091
|
|
||
PlayPower, Inc.
11515 Vanstory Drive, Suite 100 Huntersville, NC 28078 |
Leisure Products
|
First Lien Term Loan (7.90% (LIBOR + 5.50%), due 5/10/2026)
|
First priority lien
|
|
|
6,436
|
|
Portfolio Company
|
Nature of its Principal Business
|
Title and Class of Securities Held
|
Collateral Held
|
% of Class Held
|
Fair Value (Equity)
|
Fair Value (Debt)
|
|||
|
|
|
|
|
|
(in thousands)
|
(in thousands)
|
||
Research Now Group, Inc. & Survey Sampling International LLC
5800 Tennyson Parkway, Suite 600 Plano, TX 75024 |
Professional Services
|
First Lien Term Loan (8.08% (LIBOR + 5.50% with 1.00% LIBOR floor), due 12/20/2024)
|
First priority lien
|
|
|
9,850
|
|
||
|
|
Second Lien Term Loan (12.08% (LIBOR + 9.50% with 1.00% LIBOR floor), due 12/20/2025)
|
Second priority lien
|
|
|
49,850
|
|
||
RGIS Services, LLC
345 Park Avenue, 44th Floor New York, NY 10154 |
Commercial Services & Supplies
|
Senior Secured Term Loan (10.08% (LIBOR + 7.50% with 1.00% LIBOR floor), due 3/31/2023)
|
First priority lien
|
|
|
3,659
|
|
||
|
|
Senior Secured Term Loan (10.02% (LIBOR + 7.50% with 1.00% LIBOR floor), due 3/31/2023)
|
First priority lien
|
|
|
4,169
|
|
||
|
|
Senior Secured Term Loan (9.90% (LIBOR + 7.50% with 1.00% LIBOR floor), due 3/31/2023)
|
First priority lien
|
|
|
8,416
|
|
||
RME Group Holding Company
810 7th Avenue, 35th Floor New York, NY 10019 |
Media
|
Senior Secured Term Loan A (8.33% (LIBOR + 6.00% with 1.00% LIBOR floor), due 5/4/2022)
|
First priority lien
|
|
|
28,302
|
|
||
|
|
Senior Secured Term Loan B (13.33% (LIBOR + 11.00% with 1.00% LIBOR floor), due 5/4/2022)
|
First priority lien
|
|
|
22,431
|
|
||
Rocket Software, Inc.
275 Grove Street Newton, MA 02466 |
Software
|
Second Lien Term Loan (10.65% (LIBOR + 8.25%), due 11/27/2026)
|
Second priority lien
|
|
|
49,537
|
|
||
Romark WM-R Ltd.
Clifton House, 75 Fort Street P.O. Box 1350, George Town Grand Cayman, KY1-1108 Cayman Islands |
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 12.39%, due 4/20/2031)(1)
|
|
|
16,046
|
|
|
||
Rosa Mexicano
264 West 40th Street New York, NY 10018 |
Hotels, Restaurants & Leisure
|
Revolving Line of Credit – $1,000 Commitment (9.83% (LIBOR + 7.50% with 1.50% LIBOR floor), due 3/29/2023
|
First priority lien
|
|
|
—
|
|
||
|
|
Senior Secured Term Loan (9.83% (LIBOR + 7.50% with 1.50% LIBOR floor), due 3/29/2023
|
First priority lien
|
|
|
27,252
|
|
||
SCS Merger Sub, Inc.
10100 Reunion Place, Suite 500 San Antonio, TX 78216 |
IT Services
|
Second Lien Term Loan (11.90% (LIBOR + 9.50% with 1.00% LIBOR floor), due 10/30/2023)
|
Second priority lien
|
|
|
20,000
|
|
||
Securus Technologies Holdings, Inc.
14651 Dallas Parkway, Suite 600 Dallas, TX 75254-8815 |
Communications Equipment
|
Second Lien Term Loan (10.58% (LIBOR + 8.25% with 1.00% LIBOR floor), due 11/01/2025)
|
Second priority lien
|
|
|
48,760
|
|
||
SEOTownCenter, Inc.
2600 W. Executive Pkwy. #200 Lehi, UT 84043 |
IT Services
|
Senior Secured Term Loan A (9.83% (LIBOR + 7.50% with 2.00% LIBOR floor), due 4/07/2023)
|
First priority lien
|
|
|
26,000
|
|
||
|
|
Senior Secured Term Loan B (14.83% (LIBOR + 12.50% with 2.00% LIBOR floor), due 4/07/2023)
|
First priority lien
|
|
|
19,000
|
|
||
SESAC Holdco II LLC
55 Nashville Music Square East Nashville, TN 37203 |
Entertainment
|
Second Lien Term Loan (9.65% (LIBOR + 7.25% with 1.00% LIBOR floor), due 2/23/2025)
|
Second priority lien
|
|
|
7,955
|
|
||
SMG US Midco
300 Conshohocken State Rd., Suite 450 West Conshohocken, PA 19428 |
Hotels, Restaurants & Leisure
|
Second Lien Term Loan (9.40% (LIBOR + 7.00%), due 1/23/2026)
|
Second priority lien
|
|
|
7,485
|
|
||
Sorenson Communications, LLC 4192 South Riverboat Road
Salt Lake City, Utah 84123 |
Diversified Telecommunication Services
|
First Lien Term Loan (8.83% (LIBOR + 6.50%), due 4/29/2024
|
First priority lien
|
|
|
9,923
|
|
Portfolio Company
|
Nature of its Principal Business
|
Title and Class of Securities Held
|
Collateral Held
|
% of Class Held
|
Fair Value (Equity)
|
Fair Value (Debt)
|
|||
|
|
|
|
|
|
(in thousands)
|
(in thousands)
|
||
Spectrum Holdings III Corp
2500 Northwinds Parkway, Suite 472 Alpharetta, GA 30009 |
Health Care Equipment & Supplies
|
Second Lien Term Loan (9.40% (LIBOR + 7.00% with 1.00% LIBOR floor), due 1/31/2026)
|
Second priority lien
|
|
|
7,144
|
|
||
Strategic Materials
17220 Katy Freeway, Suite 150 Houston, TX 77094 |
Household Durables
|
Second Lien Term Loan (10.33% (LIBOR + 7.75% with 1.00% LIBOR floor), due 11/1/2025)
|
Second priority lien
|
|
|
5,523
|
|
||
Stryker Energy, LLC
6690 Beta Drive, Suite 214 Mayfield Village, OH 44143 |
Energy Equipment & Services
|
Overriding Royalty Interests
|
|
|
—
|
|
|
||
Sudbury Mill CLO Ltd.
75 Fort Street P.O. Box 1350 George Town, Grand Cayman, KY1-1108 Cayman Islands |
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 0.00%, due 1/17/2026)(1)
|
|
|
6,834
|
|
|
||
Symphony CLO XIV Ltd.
P.O. Box 1093 Boundary Hall Cricket Square Grand Cayman KY1-1102 Cayman Islands |
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 0.00%, due 7/14/2026)(1)
|
|
|
18,847
|
|
|
||
Symphony CLO XV, Ltd.
P.O. Box 1093 Boundary Hall Cricket Square Grand Cayman KY1-1102 Cayman Islands |
Structured Finance
|
Rated Secured Structured Note - Class F (11.28% (LIBOR + 8.68%), due 1/17/2032)(1)
|
|
|
|
11,950
|
|
||
Symphony CLO XV, Ltd.
PO Box 1093, Boundary Hall Cricket Square Grand Cayman KY1-1102 Cayman Islands |
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 11.98%, due 1/17/2032)(1)
|
|
|
22,965
|
|
|
||
TGP HOLDINGS III LLC
1215 E. Wilmington Ave., Suite 200 Salt Lake City, UT 84106 |
Household Durables
|
Second Lien Term Loan (10.83% (LIBOR + 8.50% with 1.00% LIBOR floor), due 9/25/2025)
|
Second priority lien
|
|
|
2,965
|
|
||
TouchTunes Interactive Networks, Inc.
850 Third Avenue, Suite 15C New York, NY 10022 |
Entertainment
|
Second Lien Term Loan (10.68% (LIBOR + 8.25% with 1.00% LIBOR floor), due 5/29/2022)
|
Second priority lien
|
|
|
12,194
|
|
||
Town & Country Holdings, Inc.
295 Fifth Avenue, Suite 412 New York, NY 10016 |
Distributors
|
First Lien Term Loan (10.83% (LIBOR + 8.50% with 1.50% LIBOR floor), due 1/26/2023)
|
First priority lien
|
|
|
171,271
|
|
||
Transplace Holdings, Inc.
3010 Gaylord Parkway, Suite 200 Frisco, TX 75034 |
Transportation Infrastructure
|
Second Lien Term Loan (11.15% (LIBOR + 8.75% with 1.00% LIBOR floor), due 10/6/2025)
|
Second priority lien
|
|
|
28,104
|
|
||
Turning Point Brands, Inc.
5201 Interchange Way Louisville, KY 40229 |
Tobacco
|
Second Lien Term Loan (9.40% (LIBOR + 7.00%), due 3/7/2024)
|
Second priority lien
|
|
|
14,500
|
|
||
Universal Fiber Systems, LLC
14401 Industrial Park Road Bristol, VA 24202 |
Textiles, Apparel & Luxury Goods
|
Second Lien Term Loan (11.91% (LIBOR + 9.50% with 1.00% LIBOR floor), due 10/02/2022)
|
Second priority lien
|
|
|
36,657
|
|
||
USG Intermediate, LLC
6500 River Place Blvd., Building III, Suite 400 Austin, TX 78730 |
Leisure Products
|
Revolving Line of Credit – $2,000 Commitment (11.66% (LIBOR + 9.25% with 1.00% LIBOR floor), due 8/24/2019)
|
First priority lien
|
|
|
800
|
|
||
|
|
Senior Secured Term Loan A (9.16% (LIBOR + 6.75% with 1.00% LIBOR floor), due 8/24/2022)
|
First priority lien
|
|
|
6,387
|
|
||
|
|
Senior Secured Term Loan B (14.16% (LIBOR + 11.75% with 1.00% LIBOR floor), due 8/24/2022)
|
First priority lien
|
|
|
19,245
|
|
||
|
|
Equity
|
|
|
—
|
|
|
||
UTZ Quality Foods, LLC
900 High Street Hanover, PA 17331 |
Food Products
|
Second Lien Term Loan (9.65% (LIBOR + 7.25%), due 11/21/2025)
|
Second priority lien
|
|
|
9,900
|
|
||
VC GB Holdings, Inc.
7400 Linder Avenue Skokie, IL 60077 |
Household Durables
|
Subordinated Secured Term Loan (10.40% (LIBOR + 8.00% with 1.00% LIBOR floor), due 2/28/2025)
|
Second priority lien
|
|
|
3,720
|
|
Portfolio Company
|
Nature of its Principal Business
|
Title and Class of Securities Held
|
Collateral Held
|
% of Class Held
|
Fair Value (Equity)
|
Fair Value (Debt)
|
|||
|
|
|
|
|
|
(in thousands)
|
(in thousands)
|
||
Venio LLC
640 Freedom Business Center Drive, Suite 600 King of Prussia, PA 19406 |
Professional Services
|
Second Lien Term Loan (4.00% plus 10.10% PIK (LIBOR + 7.50% with 2.50% LIBOR floor), due 2/19/2020)
|
Second priority lien
|
|
|
21,515
|
|
||
Voya CLO 2012-2, Ltd.
P.O. Box 1093 Boundary Hall Cricket Square Grand Cayman KY1-1102 Cayman Islands |
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 0.00%, due 10/15/2022)(1)
|
|
|
516
|
|
|
||
Voya CLO 2012-3, Ltd.
P.O. Box 1093 Boundary Hall Cricket Square Grand Cayman KY1-1102 Cayman Islands |
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 0.00%, due 10/15/2022)(1)
|
|
|
516
|
|
|
||
Voya CLO 2012-4, Ltd.
P.O. Box 1093 Boundary Hall Cricket Square Grand Cayman KY1-1102 Cayman Islands |
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 10.37%, due 10/16/2028)(1)
|
|
|
27,193
|
|
|
||
Voya CLO 2014-1, Ltd.
P.O. Box 1093 Boundary Hall Cricket Square Grand Cayman KY1-1102 Cayman Islands |
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 13.21%, due 4/18/2031)(1)
|
|
|
22,515
|
|
|
||
Voya CLO 2016-3, Ltd.
P.O. Box 1093 Boundary Hall Cricket Square Grand Cayman KY1-1102 Cayman Islands |
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 12.29%, due 10/20/2031)(1)
|
|
|
21,003
|
|
|
||
Voya CLO 2017-3, Ltd.
P.O. Box 1093 Boundary Hall Cricket Square Grand Cayman KY1-1102 Cayman Islands |
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 12.44%, due 7/20/2030)(1)
|
|
|
42,872
|
|
|
||
VT Topco, Inc. 290 West Mount Pleasant Avenue, Suite 3200
Livingston, NJ 07039 |
Commercial Services & Supplies
|
Second Lien Term Loan (9.33% (LIBOR + 7.00%), due 8/17/2026)
|
Second priority lien
|
|
|
6,969
|
|
||
Wink Holdco, Inc.
939 Elkridge Landing Road, Suite 200 Linthicum, MD 21090 |
Insurance
|
Second Lien Term Loan (9.16% (LIBOR + 6.75% with 1.00% LIBOR floor), due 12/1/2025)
|
Second priority lien
|
|
|
2,988
|
|
(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. As of June 30, 2019, our non-qualifying assets as a percentage of total assets stood at 26.2%.
|
•
|
banks, insurance companies or other financial institutions;
|
•
|
pension plans or trusts;
|
•
|
U.S. noteholders (as defined below) whose functional currency is not the U.S. dollar;
|
•
|
real estate investment trusts;
|
•
|
regulated investment companies;
|
•
|
persons subject to the alternative minimum tax;
|
•
|
cooperatives;
|
•
|
tax-exempt organizations;
|
•
|
dealers in securities;
|
•
|
expatriates;
|
•
|
foreign persons or entities (except to the extent set forth below);
|
•
|
persons deemed to sell the notes under the constructive sale provisions of the Code; or
|
•
|
persons that hold the notes as part of a straddle, hedge, conversion transaction or other integrated investment.
|
•
|
the rate is subject to one or more minimum or maximum rate floors or ceilings or one or more governors limiting the amount of increase or decrease in each case which are not fixed throughout the term of the note and which are reasonably expected as of the issue date to cause the rate in some accrual periods to be significantly higher or lower than the overall expected return on the note determined without the floor, ceiling, or governor; or
|
•
|
the rate is a multiple of a qualified floating rate unless the multiple is a fixed multiple that is greater than 0.65 but not more than 1.35 (provided, however, that if a multiple of a qualified floating rate is not within such limits and thus is not itself a qualified floating rate, it may nevertheless qualify as an “objective rate”).
|
•
|
does not own, actually or constructively, 10% or more of the total combined voting power of all classes of our stock entitled to vote;
|
•
|
is not a “controlled foreign corporation” with respect to which we are, directly or indirectly, a “related person”;
|
•
|
is not a bank whose receipt of interest on the notes is described in section 881(c)(3)(A) of the Code; and
|
•
|
provides its name and address, and certifies, under penalties of perjury, that it is not a U.S. person (on a properly executed IRS Form W-8BEN or W-8BEN-E (or other applicable form)), or holds its notes through certain foreign intermediaries and satisfies the certification requirements of applicable Treasury regulations.
|
•
|
the gain is effectively connected with its conduct of a U.S. trade or business (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment); or
|
•
|
the non-U.S. noteholder is a nonresident alien individual present in the U.S. for 183 or more days in the taxable year within which the sale, exchange, redemption or other disposition takes place and certain other requirements are met.
|
•
|
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.
|
•
|
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.
|
Prospect Capital Corporation Financial Statements
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
•
|
Evaluating the reasonableness of management’s fair value estimates of investments by assessing management’s and the third-party valuation firms' models and assumptions used for each investment type, testing the accuracy and relevance of significant underlying data, and recalculating the fair value estimates for accuracy. Significant underlying data tested included audited and interim financial statements from portfolio companies containing revenue and earnings before interest, taxes, depreciation, and amortization (“EBITDA”) amounts, EBITDA adjustments, contracted cash flows based on loan terms, budgets, collateral detail, property net operating income, and relevant peer to peer loan details.
|
•
|
Utilizing BDO valuation specialists to assist in evaluating: (i) the appropriateness of valuation models, such as the market valuation or income approach, including discounted cash flow models or net asset value (“NAV”) analysis, (ii) whether assumptions used, including revenue or EBITDA multiples, discount rates, capitalization rates, projected loss rates and market yields for the different types of investments, were reasonable, and (iii) in performing independent fair value calculations for CLOs and peer to peer loans.
|
•
|
Testing the reasonableness of fair values determined by management against recent or subsequent transactions, where applicable.
|
•
|
Utilizing BDO valuation specialists to assist in evaluating the reasonableness and appropriateness of management’s significant assumptions used to estimate projected future cash flows from CLOs such as assumptions related to default rate, prepayment rate, recovery rate, and reinvestment spread.
|
•
|
Testing CLO interest income through: (i) observation of management’s regeneration of future cash flows using their third-party cash flow engine, (ii) recalculation of management’s accretable yield and resulting income from respective cash flow runs, and (iii) testing management’s assumptions by recalculating and independently corroborating management provided inputs, including call dates, CLO manager specific default rates, and recovery rates to external sources and confirmations received directly from the underlying collateral managers.
|
•
|
Evaluating the reasonableness of CLO projected cash flows against actual cash collections, where applicable. Evaluating significant variances, if any, to determine whether the methodology and assumptions utilized were appropriate.
|
/s/ BDO USA, LLP
|
BDO USA, LLP
|
New York, New York
|
August 27, 2019
|
|
June 30, 2019
|
|
June 30, 2018
|
||||
|
|
||||||
Assets
|
|
|
|
|
|||
Investments at fair value:
|
|
|
|
|
|
||
Control investments (amortized cost of $2,385,806 and $2,300,526, respectively)
|
$
|
2,475,924
|
|
|
$
|
2,404,326
|
|
Affiliate investments (amortized cost of $177,616 and $55,637, respectively)
|
76,682
|
|
|
58,436
|
|
||
Non-control/non-affiliate investments (amortized cost of $3,368,880 and $3,475,295, respectively)
|
3,100,947
|
|
|
3,264,517
|
|
||
Total investments at fair value (amortized cost of $5,932,302 and $5,831,458, respectively)
|
5,653,553
|
|
|
5,727,279
|
|
||
Cash
|
107,098
|
|
|
83,758
|
|
||
Receivables for:
|
|
|
|
||||
Interest, net
|
26,504
|
|
|
19,783
|
|
||
Other
|
3,326
|
|
|
1,867
|
|
||
Due from broker
|
—
|
|
|
3,029
|
|
||
Prepaid expenses
|
1,053
|
|
|
984
|
|
||
Due from Affiliate
|
—
|
|
|
88
|
|
||
Deferred financing costs on Revolving Credit Facility (Note 4)
|
8,529
|
|
|
2,032
|
|
||
Total Assets
|
5,800,063
|
|
|
5,838,820
|
|
||
|
|
|
|
||||
Liabilities
|
|
|
|
|
|
||
Revolving Credit Facility (Notes 4 and 8)
|
167,000
|
|
|
37,000
|
|
||
Convertible Notes (less unamortized discount and debt issuance costs of $13,867 and $13,074, respectively) (Notes 5 and 8)
|
739,997
|
|
|
809,073
|
|
||
Prospect Capital InterNotes® (less unamortized debt issuance costs of $12,349 and $11,998, respectively) (Notes 7 and 8)
|
695,350
|
|
|
748,926
|
|
||
Public Notes (less unamortized discount and debt issuance costs of $13,826 and $11,007, respectively) (Notes 6 and 8)
|
780,548
|
|
|
716,810
|
|
||
Due to Prospect Capital Management (Note 13)
|
46,525
|
|
|
49,045
|
|
||
Interest payable
|
34,104
|
|
|
33,741
|
|
||
Dividends payable
|
22,028
|
|
|
21,865
|
|
||
Due to broker
|
—
|
|
|
6,159
|
|
||
Accrued expenses
|
5,414
|
|
|
5,426
|
|
||
Due to Prospect Administration (Note 13)
|
1,885
|
|
|
2,212
|
|
||
Other liabilities
|
937
|
|
|
1,516
|
|
||
Total Liabilities
|
2,493,788
|
|
|
2,431,773
|
|
||
Commitments and Contingencies (Note 3)
|
|
|
|
||||
Net Assets
|
$
|
3,306,275
|
|
|
$
|
3,407,047
|
|
|
|
|
|
||||
Components of Net Assets
|
|
|
|
|
|
||
Common stock, par value $0.001 per share (1,000,000,000 common shares authorized; 367,131,025 and 364,409,938 issued and outstanding, respectively) (Note 9)
|
$
|
367
|
|
|
$
|
364
|
|
Paid-in capital in excess of par (Note 9)
|
4,039,872
|
|
|
4,021,541
|
|
||
Total distributable earnings (loss)
|
(733,964
|
)
|
|
(614,858
|
)
|
||
Net Assets
|
$
|
3,306,275
|
|
|
$
|
3,407,047
|
|
Net Asset Value Per Share (Note 16)
|
$
|
9.01
|
|
|
$
|
9.35
|
|
|
Year Ended June 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Investment Income
|
|
|
|
|
|
||||||
Interest income:
|
|
|
|
|
|
||||||
Control investments
|
$
|
211,212
|
|
|
$
|
195,487
|
|
|
$
|
177,496
|
|
Affiliate investments
|
943
|
|
|
553
|
|
|
297
|
|
|||
Non-control/non-affiliate investments
|
271,907
|
|
|
285,473
|
|
|
342,696
|
|
|||
Structured credit securities
|
140,054
|
|
|
125,499
|
|
|
148,228
|
|
|||
Total interest income
|
624,116
|
|
|
607,012
|
|
|
668,717
|
|
|||
Dividend income:
|
|
|
|
|
|
||||||
Control investments
|
34,127
|
|
|
11,279
|
|
|
5,250
|
|
|||
Affiliate investments
|
659
|
|
|
—
|
|
|
—
|
|
|||
Non-control/non-affiliate investments
|
1,243
|
|
|
1,767
|
|
|
429
|
|
|||
Total dividend income
|
36,029
|
|
|
13,046
|
|
|
5,679
|
|
|||
Other income:
|
|
|
|
|
|
||||||
Control investments
|
36,011
|
|
|
15,080
|
|
|
11,470
|
|
|||
Non-control/non-affiliate investments
|
7,611
|
|
|
22,707
|
|
|
15,180
|
|
|||
Total other income (Note 10)
|
43,622
|
|
|
37,787
|
|
|
26,650
|
|
|||
Total Investment Income
|
703,767
|
|
|
657,845
|
|
|
701,046
|
|
|||
Operating Expenses
|
|
|
|
|
|
||||||
Base management fee (Note 13)
|
121,833
|
|
|
118,046
|
|
|
122,874
|
|
|||
Income incentive fee (Note 13)
|
78,215
|
|
|
71,713
|
|
|
76,520
|
|
|||
Interest and credit facility expenses
|
157,231
|
|
|
155,039
|
|
|
164,848
|
|
|||
Allocation of overhead from Prospect Administration (Note 13)
|
14,837
|
|
|
10,031
|
|
|
13,246
|
|
|||
Audit, compliance and tax related fees
|
5,014
|
|
|
5,539
|
|
|
5,088
|
|
|||
Directors’ fees
|
457
|
|
|
450
|
|
|
454
|
|
|||
Excise tax
|
—
|
|
|
—
|
|
|
(1,100
|
)
|
|||
Other general and administrative expenses
|
13,321
|
|
|
10,177
|
|
|
13,034
|
|
|||
Total Operating Expenses
|
390,908
|
|
|
370,995
|
|
|
394,964
|
|
|||
Net Investment Income
|
312,859
|
|
|
286,850
|
|
|
306,082
|
|
|||
Net Realized and Change in Unrealized Gains (Losses) from Investments
|
|
|
|
|
|
||||||
Net realized gains (losses)
|
|
|
|
|
|
||||||
Control investments
|
14,309
|
|
|
13
|
|
|
(65,915
|
)
|
|||
Affiliate investments
|
—
|
|
|
(13,351
|
)
|
|
137
|
|
|||
Non-control/non-affiliate investments
|
375
|
|
|
(5,126
|
)
|
|
(30,528
|
)
|
|||
Net realized gains (losses)
|
14,684
|
|
|
(18,464
|
)
|
|
(96,306
|
)
|
|||
Net change in unrealized (losses) gains
|
|
|
|
|
|
||||||
Control investments
|
5,105
|
|
|
55,670
|
|
|
86,817
|
|
|||
Affiliate investments
|
(35,449
|
)
|
|
25,671
|
|
|
553
|
|
|||
Non-control/non-affiliate investments
|
(144,225
|
)
|
|
(42,270
|
)
|
|
(37,229
|
)
|
|||
Net change in unrealized (losses) gains
|
(174,569
|
)
|
|
39,071
|
|
|
50,141
|
|
|||
Net Realized and Change in Unrealized (Losses) Gains from Investments
|
(159,885
|
)
|
|
20,607
|
|
|
(46,165
|
)
|
|||
Net realized losses on extinguishment of debt
|
(8,487
|
)
|
|
(7,594
|
)
|
|
(7,011
|
)
|
|||
Net Increase in Net Assets Resulting from Operations
|
$
|
144,487
|
|
|
$
|
299,863
|
|
|
$
|
252,906
|
|
Net increase in net assets resulting from operations per share
|
$
|
0.39
|
|
|
$
|
0.83
|
|
|
$
|
0.70
|
|
Dividends declared per share
|
$
|
(0.72
|
)
|
|
$
|
(0.77
|
)
|
|
$
|
(1.00
|
)
|
|
|
Common Stock
|
|
|
|
|
|||||||||||||
|
|
Shares
|
|
Par
|
|
Paid-in capital in excess of par
|
|
Distributable earnings (loss)
|
|
Total Net Assets
|
|||||||||
Balance as of June 30, 2016
|
|
357,107,231
|
|
|
$
|
357
|
|
|
$
|
3,967,397
|
|
|
$
|
(531,837
|
)
|
|
$
|
3,435,917
|
|
Net Increase in Net Assets Resulting from Operations:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net investment income
|
|
|
|
|
|
|
|
306,082
|
|
|
306,082
|
|
|||||||
Net realized losses
|
|
|
|
|
|
|
|
(103,317
|
)
|
|
(103,317
|
)
|
|||||||
Net change in net unrealized gains
|
|
|
|
|
|
|
|
50,141
|
|
|
50,141
|
|
|||||||
Distributions to Shareholders:
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||
Distributions from earnings
|
|
|
|
|
|
|
|
(358,987
|
)
|
|
(358,987
|
)
|
|||||||
Value of shares issued through reinvestment of dividends
|
|
2,969,702
|
|
|
3
|
|
|
25,113
|
|
|
|
|
25,116
|
|
|||||
Tax reclassifications of net assets (Note 12)
|
|
|
|
|
|
(1,193
|
)
|
|
1,193
|
|
|
—
|
|
||||||
Total increase (decrease) for the year ended June 30, 2017
|
|
2,969,702
|
|
|
3
|
|
|
23,920
|
|
|
(104,888
|
)
|
|
(80,965
|
)
|
||||
Balance as of June 30, 2017
|
|
360,076,933
|
|
|
$
|
360
|
|
|
$
|
3,991,317
|
|
|
$
|
(636,725
|
)
|
|
$
|
3,354,952
|
|
Net Increase in Net Assets Resulting from Operations:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net investment income
|
|
|
|
|
|
|
|
286,850
|
|
|
286,850
|
|
|||||||
Net realized losses
|
|
|
|
|
|
|
|
(26,058
|
)
|
|
(26,058
|
)
|
|||||||
Net change in net unrealized gains
|
|
|
|
|
|
|
|
39,071
|
|
|
39,071
|
|
|||||||
Distributions to Shareholders:
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||
Distributions from earnings
|
|
|
|
|
|
|
|
(277,224
|
)
|
|
(277,224
|
)
|
|||||||
Value of shares issued through reinvestment of dividends
|
|
4,333,005
|
|
|
4
|
|
|
29,452
|
|
|
|
|
29,456
|
|
|||||
Tax reclassifications of net assets (Note 12)
|
|
|
|
|
|
772
|
|
|
(772
|
)
|
|
—
|
|
||||||
Total increase for the year ended June 30, 2018
|
|
4,333,005
|
|
|
4
|
|
|
30,224
|
|
|
21,867
|
|
|
52,095
|
|
||||
Balance as of June 30, 2018
|
|
364,409,938
|
|
|
$
|
364
|
|
|
$
|
4,021,541
|
|
|
$
|
(614,858
|
)
|
|
$
|
3,407,047
|
|
Net Increase in Net Assets Resulting from Operations:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net investment income
|
|
|
|
|
|
|
|
312,859
|
|
|
312,859
|
|
|||||||
Net realized gains
|
|
|
|
|
|
|
|
6,197
|
|
|
6,197
|
|
|||||||
Net change in net unrealized losses
|
|
|
|
|
|
|
|
(174,569
|
)
|
|
(174,569
|
)
|
|||||||
Distributions to Shareholders:
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||
Distributions from earnings
|
|
|
|
|
|
|
|
(263,624
|
)
|
|
(263,624
|
)
|
|||||||
Value of shares issued through reinvestment of dividends
|
|
2,721,087
|
|
|
3
|
|
|
18,362
|
|
|
|
|
18,365
|
|
|||||
Tax reclassifications of net assets (Note 12)
|
|
|
|
|
|
(31
|
)
|
|
31
|
|
|
—
|
|
||||||
Total increase (decrease) for the year ended June 30, 2019
|
|
2,721,087
|
|
|
3
|
|
|
18,331
|
|
|
(119,106
|
)
|
|
(100,772
|
)
|
||||
Balance as of June 30, 2019
|
|
367,131,025
|
|
|
$
|
367
|
|
|
$
|
4,039,872
|
|
|
$
|
(733,964
|
)
|
|
$
|
3,306,275
|
|
|
Year Ended June 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net increase in net assets resulting from operations
|
$
|
144,487
|
|
|
$
|
299,863
|
|
|
$
|
252,906
|
|
Net realized losses on extinguishment of debt
|
8,487
|
|
|
7,594
|
|
|
7,011
|
|
|||
Net realized losses (gains) on investments
|
(14,684
|
)
|
|
18,464
|
|
|
96,306
|
|
|||
Net change in unrealized losses (gains) on investments
|
174,569
|
|
|
(39,071
|
)
|
|
(50,141
|
)
|
|||
Amortization of discounts, net
|
(9,595
|
)
|
|
31,005
|
|
|
88,827
|
|
|||
Accretion of discount on Public Notes (Note 6)
|
667
|
|
|
226
|
|
|
269
|
|
|||
Amortization of deferred financing costs
|
10,837
|
|
|
12,063
|
|
|
13,013
|
|
|||
Payment-in-kind interest
|
(43,635
|
)
|
|
(9,404
|
)
|
|
(17,808
|
)
|
|||
Structuring fees
|
(4,240
|
)
|
|
(13,959
|
)
|
|
(12,929
|
)
|
|||
Change in operating assets and liabilities:
|
|
|
|
|
|
||||||
Payments for purchases of investments
|
(656,668
|
)
|
|
(1,707,294
|
)
|
|
(1,458,733
|
)
|
|||
Proceeds from sale of investments and collection of investment principal
|
627,978
|
|
|
1,831,286
|
|
|
1,413,882
|
|
|||
(Decrease) increase in due to broker
|
(6,159
|
)
|
|
(44,212
|
)
|
|
49,414
|
|
|||
(Decrease) increase in due to Prospect Capital Management
|
(2,520
|
)
|
|
796
|
|
|
(5,900
|
)
|
|||
Decrease (increase) in due from broker
|
3,029
|
|
|
(3,029
|
)
|
|
—
|
|
|||
(Increase) decrease in interest receivable, net
|
(6,721
|
)
|
|
(10,224
|
)
|
|
2,568
|
|
|||
Increase (decrease) in interest payable
|
363
|
|
|
(4,889
|
)
|
|
(2,174
|
)
|
|||
(Decrease) increase in accrued expenses
|
(12
|
)
|
|
1,046
|
|
|
2,121
|
|
|||
(Decrease) in other liabilities
|
(578
|
)
|
|
(581
|
)
|
|
(1,536
|
)
|
|||
(Increase) in other receivables
|
(1,459
|
)
|
|
(943
|
)
|
|
(756
|
)
|
|||
Decrease (increase) in due from affiliate
|
88
|
|
|
(74
|
)
|
|
(14
|
)
|
|||
(Increase) decrease in prepaid expenses
|
(69
|
)
|
|
141
|
|
|
(270
|
)
|
|||
(Decrease) increase in due to Prospect Administration
|
(327
|
)
|
|
302
|
|
|
145
|
|
|||
Net Cash Provided by Operating Activities
|
223,838
|
|
|
369,106
|
|
|
376,201
|
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Borrowings under Revolving Credit Facility (Note 4)
|
1,178,154
|
|
|
810,000
|
|
|
635,000
|
|
|||
Principal payments under Revolving Credit Facility (Note 4)
|
(1,048,154
|
)
|
|
(773,000
|
)
|
|
(635,000
|
)
|
|||
Issuances of Public Notes, net of original issue discount (Note 6)
|
220,092
|
|
|
125,000
|
|
|
37,466
|
|
|||
Repurchase of Public Notes (Note 6)
|
(153,536
|
)
|
|
(146,464
|
)
|
|
—
|
|
|||
Redemptions of Convertible Notes (Note 5)
|
(271,258
|
)
|
|
(234,506
|
)
|
|
(366,433
|
)
|
|||
Issuance of Convertible Notes (Note 5)
|
201,250
|
|
|
103,500
|
|
|
225,000
|
|
|||
Issuances of Prospect Capital InterNotes® (Note 7)
|
236,971
|
|
|
76,297
|
|
|
138,882
|
|
|||
Redemptions of Prospect Capital InterNotes®, net (Note 7)
|
(290,196
|
)
|
|
(295,867
|
)
|
|
(67,196
|
)
|
|||
Financing costs paid
|
(28,725
|
)
|
|
(12,480
|
)
|
|
(10,012
|
)
|
|||
Dividends paid
|
(245,096
|
)
|
|
(255,911
|
)
|
|
(333,623
|
)
|
|||
Net Cash Used in Financing Activities
|
(200,498
|
)
|
|
(603,431
|
)
|
|
(375,916
|
)
|
|||
|
|
|
|
|
|
||||||
Net Increase (Decrease) in Cash
|
23,340
|
|
|
(234,325
|
)
|
|
285
|
|
|||
Cash at beginning of year
|
83,758
|
|
|
318,083
|
|
|
317,798
|
|
|||
Cash at End of year
|
$
|
107,098
|
|
|
$
|
83,758
|
|
|
$
|
318,083
|
|
Supplemental Disclosures
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
145,364
|
|
|
$
|
147,639
|
|
|
$
|
153,740
|
|
Non-Cash Financing Activities
|
|
|
|
|
|
||||||
Value of shares issued through reinvestment of dividends
|
$
|
18,365
|
|
|
$
|
29,456
|
|
|
$
|
25,116
|
|
Cost basis of investments written off as worthless
|
$
|
371
|
|
|
$
|
20,316
|
|
|
$
|
86,605
|
|
|
|
|
|
June 30, 2019
|
||||||||||
Portfolio Company
|
Industry
|
Investments(1)(44)
|
Acquisition Date(53)
|
Principal Value
|
Amortized Cost
|
Fair
Value(2) |
% of Net Assets
|
|||||||
|
|
|
|
|
|
|
|
|||||||
LEVEL 3 PORTFOLIO INVESTMENTS
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|||||||
Control Investments (greater than 25.00% voting control)(47)
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|||||||
CP Energy Services Inc.(20)
|
Energy Equipment & Services
|
Senior Secured Term Loan (13.60% (LIBOR + 11.00% with 1.00% LIBOR floor), due 12/29/2022)(11)
|
12/29/2017
|
$
|
35,048
|
|
$
|
35,048
|
|
$
|
35,048
|
|
1.1
|
%
|
Senior Secured Term Loan A to Spartan Energy Services, LLC (10.44% (LIBOR + 8.00% with 1.00% LIBOR floor), due 12/2/2019)(13)
|
10/20/2014
|
13,156
|
|
13,156
|
|
13,156
|
|
0.4
|
%
|
|||||
Senior Secured Term Loan B to Spartan Energy Services, LLC (16.44% PIK (LIBOR + 14.00% with 1.00% LIBOR floor), due 12/2/2019)(13)(46)
|
10/20/2014
|
21,243
|
|
21,243
|
|
21,243
|
|
0.6
|
%
|
|||||
Series B Convertible Preferred Stock (16.00%, 790 shares)(16)
|
10/30/2015
|
|
63,225
|
|
63,225
|
|
1.9
|
%
|
||||||
Common Stock (102,924 shares)(16)
|
8/2/2013
|
|
81,203
|
|
6,259
|
|
0.2
|
%
|
||||||
|
|
|
|
|
213,875
|
|
138,931
|
|
4.2
|
%
|
||||
Credit Central Loan Company, LLC(21)
|
Consumer Finance
|
Subordinated Term Loan (10.00% plus 10.00% PIK, due 6/26/2024)(14)(46)
|
6/24/2014
|
55,899
|
|
52,579
|
|
55,899
|
|
1.7
|
%
|
|||
Class A Units (10,640,642 units)(14)(16)
|
6/24/2014
|
|
13,731
|
|
15,518
|
|
0.5
|
%
|
||||||
Net Revenues Interest (25% of Net Revenues)(14)(16)
|
1/28/2015
|
|
—
|
|
—
|
|
—
|
%
|
||||||
|
|
|
|
|
66,310
|
|
71,417
|
|
2.2
|
%
|
||||
Echelon Transportation, LLC
|
Aerospace & Defense
|
Senior Secured Term Loan (12.25% (LIBOR + 9.75% with 2.00% LIBOR floor) plus 2.25% PIK, due 3/31/2022)(13)(46)
|
3/31/2014
|
36,778
|
|
36,778
|
|
36,778
|
|
1.1
|
%
|
|||
Senior Secured Term Loan (11.50% (LIBOR + 9.00% with 2.00% LIBOR floor) plus 1.00% PIK, due 12/7/2024)(13)(46)
|
12/9/2016
|
18,063
|
|
18,063
|
|
18,063
|
|
0.5
|
%
|
|||||
Membership Interest (100%)(16)
|
3/31/2014
|
|
22,738
|
|
34,860
|
|
1.1
|
%
|
||||||
|
|
|
|
|
77,579
|
|
89,701
|
|
2.7
|
%
|
||||
First Tower Finance Company LLC(23)
|
Consumer Finance
|
Subordinated Term Loan to First Tower, LLC (10.00% plus 10.50% PIK, due 6/24/2024)(14)(46)
|
6/24/2014
|
277,411
|
|
277,411
|
|
277,411
|
|
8.4
|
%
|
|||
Class A Units (95,709,910 units)(14)(16)
|
6/24/2014
|
|
81,146
|
|
216,625
|
|
6.6
|
%
|
||||||
|
|
|
|
|
358,557
|
|
494,036
|
|
15.0
|
%
|
||||
Freedom Marine Solutions, LLC(24)
|
Energy Equipment & Services
|
Membership Interest (100%)(16)
|
10/1/2009
|
|
43,892
|
|
14,920
|
|
0.5
|
%
|
||||
|
|
|
|
|
43,892
|
|
14,920
|
|
0.5
|
%
|
||||
InterDent, Inc. (52)
|
Health Care Providers & Services
|
Senior Secured Term Loan A/B (2.66% (LIBOR + 0.25% with 0.75% LIBOR floor), due 9/5/2020)(13)
|
8/1/2018
|
14,000
|
|
14,000
|
|
14,000
|
|
0.4
|
%
|
|||
Senior Secured Term Loan A (7.91% (LIBOR + 5.50% with 0.75% LIBOR floor), due 9/5/2020)(13)
|
8/3/2012
|
77,994
|
|
77,994
|
|
77,994
|
|
2.4
|
%
|
|||||
Senior Secured Term Loan B (16.00% PIK, due 9/5/2020)(46)
|
8/3/2012
|
116,111
|
|
116,111
|
|
116,111
|
|
3.5
|
%
|
|||||
Senior Secured Term Loan C (18.00% PIK, in non-accrual status effective 10/1/2018, due 9/5/2020)
|
3/22/2018
|
40,873
|
|
35,766
|
|
16,771
|
|
0.5
|
%
|
|||||
Senior Secured Term Loan D (1.00% PIK, in non-accrual status effective 10/1/2018, due 9/5/2020)
|
9/19/2018
|
5,039
|
|
5,001
|
|
—
|
|
—
|
%
|
|||||
Common Stock (99,900 shares)(16)
|
5/3/2019
|
|
1
|
|
—
|
|
—
|
%
|
||||||
|
|
|
|
|
248,873
|
|
224,876
|
|
6.8
|
%
|
|
|
|
|
June 30, 2019
|
||||||||||
Portfolio Company
|
Industry
|
Investments(1)(44)
|
Acquisition Date(53)
|
Principal Value
|
Amortized Cost
|
Fair
Value(2) |
% of Net Assets
|
|||||||
|
|
|
|
|
|
|
|
|||||||
LEVEL 3 PORTFOLIO INVESTMENTS
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|||||||
Control Investments (greater than 25.00% voting control)(47)
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|||||||
MITY, Inc.(25)
|
Commercial Services & Supplies
|
Senior Secured Note A (10.00% (LIBOR + 7.00% with 3.00% LIBOR floor), due 1/30/2020)(3)(11)
|
9/19/2013
|
$
|
26,250
|
|
$
|
26,250
|
|
$
|
26,250
|
|
0.8
|
%
|
Senior Secured Note B (10.00% (LIBOR + 7.00% with 3.00% LIBOR floor) plus 10.00% PIK, due 6/30/2020)(3)(11)(46)
|
6/23/2014
|
29,586
|
|
29,586
|
|
20,652
|
|
0.6
|
%
|
|||||
Subordinated Unsecured Note to Broda Enterprises ULC (10.00%, due 1/1/2028)(14)
|
9/19/2013
|
5,635
|
|
6,915
|
|
—
|
|
—
|
%
|
|||||
Common Stock (42,053 shares)(16)
|
9/19/2013
|
|
6,849
|
|
—
|
|
—
|
%
|
||||||
|
|
|
|
|
69,600
|
|
46,902
|
|
1.4
|
%
|
||||
National Property REIT Corp.(26)
|
Equity Real Estate Investment Trusts (REITs) / Online Lending
|
Senior Secured Term Loan A (6.50% (LIBOR + 3.50% with 3.00% LIBOR floor) plus 5.00% PIK, due 12/31/2023)(11)(46)
|
12/31/2018
|
433,553
|
|
433,553
|
|
433,553
|
|
13.1
|
%
|
|||
Senior Secured Term Loan B (5.00% (LIBOR + 2.00% with 3.00% LIBOR floor) plus 5.50% PIK, due 12/31/2023)(11)(46)
|
12/31/2018
|
172,000
|
|
172,000
|
|
172,000
|
|
5.2
|
%
|
|||||
Residual Profit Interest (25% of Residual Profit)
|
12/31/2018
|
|
—
|
|
96,609
|
|
2.9
|
%
|
||||||
Common Stock (3,110,101 shares)
|
12/31/2018
|
|
163836
|
|
302,303
|
|
9.2
|
%
|
||||||
|
|
|
|
|
769,389
|
|
1,004,465
|
|
30.4
|
%
|
||||
Nationwide Loan Company LLC(27)
|
Consumer Finance
|
Senior Subordinated Term Loan to Nationwide Acceptance LLC (10.00% plus 10.00% PIK, due 6/18/2020)(14)(46)
|
6/18/2014
|
18,616
|
|
18,616
|
|
18,616
|
|
0.6
|
%
|
|||
Class A Units (32,456,159 units)(14)
|
1/31/2013
|
|
21,962
|
|
14,359
|
|
0.4
|
%
|
||||||
|
|
|
|
|
40,578
|
|
32,975
|
|
1.0
|
%
|
||||
NMMB, Inc.(28)
|
Media
|
Senior Secured Note (14.00%, due 5/6/2021)(3)
|
5/6/2011
|
3,114
|
|
3,114
|
|
3,114
|
|
0.1
|
%
|
|||
Series A Preferred Stock (7,200 shares)(16)
|
12/12/2013
|
|
7,200
|
|
11,788
|
|
0.3
|
%
|
||||||
Series B Preferred Stock (5,669 shares)(16)
|
12/12/2013
|
|
5,669
|
|
9,281
|
|
0.3
|
%
|
||||||
|
|
|
|
|
15,983
|
|
24,183
|
|
0.7
|
%
|
||||
Pacific World Corporation(40)
|
Personal Products
|
Revolving Line of Credit – $26,000 Commitment (9.66% (LIBOR + 7.25% with 1.00% LIBOR floor), due 9/26/2020)(13)(15)
|
9/26/2014
|
20,825
|
|
20,469
|
|
20,825
|
|
0.6
|
%
|
|||
Senior Secured Term Loan A (7.66% PIK (LIBOR + 5.25% with 1.00% LIBOR floor), in non-accrual status effective 10/24/2018, due 9/26/2020)(13)
|
12/31/2014
|
101,186
|
|
96,000
|
|
91,602
|
|
2.8
|
%
|
|||||
Senior Secured Term Loan B (11.66% PIK (LIBOR + 9.25% with 1.00% LIBOR floor), in non-accrual status effective 5/21/2018, due 9/26/2020)(13)
|
12/31/2014
|
110,116
|
|
96,500
|
|
—
|
|
—
|
%
|
|||||
Convertible Preferred Equity (166,666 shares)(16)
|
6/15/2018
|
|
25,000
|
|
—
|
|
—
|
%
|
||||||
Common Stock (6,778,414 shares)(16)
|
9/29/2017
|
|
—
|
|
—
|
|
—
|
%
|
||||||
|
|
|
|
|
237,969
|
|
112,427
|
|
3.4
|
%
|
||||
R-V Industries, Inc.
|
Machinery
|
Senior Subordinated Note (11.32% (LIBOR + 9.00% with 1.00% LIBOR floor), due 3/31/2022)(3)(11)
|
6/12/2013
|
28,622
|
|
28,622
|
|
28,622
|
|
0.9
|
%
|
|||
Common Stock (745,107 shares)(16)
|
6/26/2007
|
|
6,866
|
|
5,002
|
|
0.1
|
%
|
||||||
|
|
|
|
|
35,488
|
|
33,624
|
|
1.0
|
%
|
|
|
|
|
June 30, 2019
|
||||||||||
Portfolio Company
|
Industry
|
Investments(1)(44)
|
Acquisition Date(53)
|
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)
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
6,943
|
|
6,943
|
|
0.2
|
%
|
||||
Mobile Posse, Inc.
|
Media
|
First Lien Term Loan (10.83% (LIBOR + 8.50% with 2.00% LIBOR floor), due 4/3/2023)(3)(11)
|
4/3/2018
|
20,500
|
|
20,500
|
|
20,500
|
|
0.6
|
%
|
|||
|
|
|
|
|
20,500
|
|
20,500
|
|
0.6
|
%
|
||||
Mountain View CLO 2013-I Ltd.
|
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 10.70%, due 10/15/2030)(5)(14)
|
5/1/2013
|
43,650
|
|
29,166
|
|
20,919
|
|
0.6
|
%
|
|||
|
|
|
|
|
29,166
|
|
20,919
|
|
0.6
|
%
|
||||
Mountain View CLO IX Ltd.
|
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 18.79%, due 7/15/2031)(5)(6)(14)
|
6/25/2015
|
47,830
|
|
29,152
|
|
31,107
|
|
0.9
|
%
|
|||
|
|
|
|
|
29,152
|
|
31,107
|
|
0.9
|
%
|
||||
MRP Holdco, Inc.
|
Professional Services
|
Senior Secured Term Loan A (7.41% (LIBOR + 5.00% with 1.50% LIBOR floor), due 4/17/2024)(3)(13)
|
4/17/2018
|
53,963
|
|
53,963
|
|
53,963
|
|
1.6
|
%
|
|||
Senior Secured Term Loan B (11.41% (LIBOR + 9.00% with 1.50% LIBOR floor), due 4/17/2024)(13)
|
4/17/2018
|
55,000
|
|
55,000
|
|
55,000
|
|
1.7
|
%
|
|||||
|
|
|
|
|
108,963
|
|
108,963
|
|
3.3
|
%
|
||||
Octagon Investment Partners XV, Ltd.
|
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 12.68%, due 7/19/2030)(5)(6)(14)
|
2/20/2013
|
42,064
|
|
33,148
|
|
26,239
|
|
0.8
|
%
|
|||
|
|
|
|
|
33,148
|
|
26,239
|
|
0.8
|
%
|
||||
Octagon Investment Partners 18-R Ltd.
|
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 16.97%, due 4/16/2031)(5)(6)(14)
|
8/17/2015
|
46,016
|
|
27,307
|
|
24,629
|
|
0.7
|
%
|
|||
|
|
|
|
|
27,307
|
|
24,629
|
|
0.7
|
%
|
||||
Pearl Intermediate Parent LLC
|
Health Care Providers & Services
|
Second Lien Term Loan (8.65% (LIBOR + 6.25%), due 2/15/2026)(3)(8)(13)
|
2/28/2018
|
5,000
|
|
4,979
|
|
4,979
|
|
0.2
|
%
|
|||
|
|
|
|
|
4,979
|
|
4,979
|
|
0.2
|
%
|
||||
PeopleConnect Intermediate, LLC
|
Interactive Media & Services
|
Revolving Line of Credit – $1,000 Commitment (12.10% (LIBOR + 9.50% with 1.00% LIBOR floor), due 7/1/2020)(11)(15)
|
7/1/2015
|
500
|
|
500
|
|
500
|
|
—
|
%
|
|||
Senior Secured Term Loan A (9.10% (LIBOR + 6.50% with 1.00% LIBOR floor), due 7/1/2020)(3)(11)
|
7/1/2015
|
17,741
|
|
17,741
|
|
17,741
|
|
0.5
|
%
|
|||||
Senior Secured Term Loan B (15.10% (LIBOR + 12.50% with 1.00% LIBOR floor), due 7/1/2020)(3)(11)
|
7/1/2015
|
19,620
|
|
19,620
|
|
19,620
|
|
0.6
|
%
|
|||||
|
|
|
|
|
37,861
|
|
37,861
|
|
1.1
|
%
|
||||
PG Dental Holdings New Jersey, LLC
|
Health Care Providers & Services
|
Delayed Draw Term Loan – $5,000 Commitment (10.00% (LIBOR + 7.25% with 2.75% LIBOR floor), due 5/31/2024)(11)(15)
|
5/31/2019
|
—
|
|
—
|
|
—
|
|
—
|
%
|
|||
Senior Secured Term Loan (10.00% (LIBOR + 7.25% with 2.75% LIBOR floor), due 5/31/2024)(3)(11)
|
5/31/2019
|
22,760
|
|
22,760
|
|
22,760
|
|
0.7
|
%
|
|||||
|
|
|
|
|
22,760
|
|
22,760
|
|
0.7
|
%
|
||||
PGX Holdings, Inc.
|
Diversified Consumer Services
|
Second Lien Term Loan (11.41% (LIBOR + 9.00% with 1.00% LIBOR floor), due 9/29/2021)(3)(13)
|
9/29/2014
|
100,091
|
|
100,091
|
|
100,091
|
|
3.0
|
%
|
|||
|
|
|
|
|
100,091
|
|
100,091
|
|
3.0
|
%
|
||||
PlayPower, Inc.
|
Leisure Products
|
First Lien Term Loan (7.90% (LIBOR + 5.50%), due 5/10/2026)(3)(8)(13)
|
5/16/2019
|
6,500
|
|
6,436
|
|
6,436
|
|
0.2
|
%
|
|||
|
|
|
|
|
6,436
|
|
6,436
|
|
0.2
|
%
|
|
|
|
|
June 30, 2019
|
||||||||||
Portfolio Company
|
Industry
|
Investments(1)(44)
|
Acquisition Date(53)
|
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)
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|||||||
Universal Fiber Systems, LLC
|
Textiles, Apparel & Luxury Goods
|
Second Lien Term Loan (11.91% (LIBOR + 9.50% with 1.00% LIBOR floor), due 10/02/2022)(3)(8)(13)
|
10/2/2015
|
37,000
|
|
36,657
|
|
36,657
|
|
1.1
|
%
|
|||
|
|
|
|
|
36,657
|
|
36,657
|
|
1.1
|
%
|
||||
USG Intermediate, LLC
|
Leisure Products
|
Revolving Line of Credit – $2,000 Commitment (11.66% (LIBOR + 9.25% with 1.00% LIBOR floor), due 8/24/2019)(13)(15)
|
4/15/2015
|
800
|
|
800
|
|
800
|
|
—
|
%
|
|||
Senior Secured Term Loan A (9.16% (LIBOR + 6.75% with 1.00% LIBOR floor), due 8/24/2022)(3)(13)
|
4/15/2015
|
6,387
|
|
6,387
|
|
6,387
|
|
0.2
|
%
|
|||||
Senior Secured Term Loan B (14.16% (LIBOR + 11.75% with 1.00% LIBOR floor), due 8/24/2022)(3)(13)
|
4/15/2015
|
19,245
|
|
19,245
|
|
19,245
|
|
0.6
|
%
|
|||||
Equity(16)
|
4/15/2015
|
|
1
|
|
—
|
|
—
|
%
|
||||||
|
|
|
|
|
26,433
|
|
26,432
|
|
0.8
|
%
|
||||
UTZ Quality Foods, LLC
|
Food Products
|
Second Lien Term Loan (9.65% (LIBOR + 7.25%), due 11/21/2025)(3)(8)(13)
|
11/21/2017
|
10,000
|
|
9,900
|
|
9,900
|
|
0.3
|
%
|
|||
|
|
|
|
|
9,900
|
|
9,900
|
|
0.3
|
%
|
||||
VC GB Holdings, Inc.
|
Household Durables
|
Subordinated Secured Term Loan (10.40% (LIBOR + 8.00% with 1.00% LIBOR floor), due 2/28/2025)(3)(8)(13)
|
2/28/2017
|
3,720
|
|
3,493
|
|
3,720
|
|
0.1
|
%
|
|||
|
|
|
|
|
3,493
|
|
3,720
|
|
0.1
|
%
|
||||
Venio LLC
|
Professional Services
|
Second Lien Term Loan (4.00% plus 10.10% PIK (LIBOR + 7.50% with 2.50% LIBOR floor), due 2/19/2020)(11)(46)
|
2/19/2014
|
24,382
|
|
22,519
|
|
21,515
|
|
0.7
|
%
|
|||
|
|
|
|
|
22,519
|
|
21,515
|
|
0.7
|
%
|
||||
Voya CLO 2012-2, Ltd.
|
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 0.00%, due 10/15/2022)(5)(14)(17)
|
8/28/2012
|
38,070
|
|
450
|
|
516
|
|
—
|
%
|
|||
|
|
|
|
|
450
|
|
516
|
|
—
|
%
|
||||
Voya CLO 2012-3, Ltd.
|
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 0.00%, due 10/15/2022)(5)(14)(17)
|
10/18/2012
|
46,632
|
|
—
|
|
516
|
|
—
|
%
|
|||
|
|
|
|
|
—
|
|
516
|
|
—
|
%
|
||||
Voya CLO 2012-4, Ltd.
|
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 10.37%, due 10/16/2028)(5)(14)
|
11/29/2012
|
40,613
|
|
31,046
|
|
27,193
|
|
0.8
|
%
|
|||
|
|
|
|
|
31,046
|
|
27,193
|
|
0.8
|
%
|
||||
Voya CLO 2014-1, Ltd.
|
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 13.21%, due 4/18/2031)(5)(6)(14)
|
3/13/2014
|
40,773
|
|
29,978
|
|
22,515
|
|
0.7
|
%
|
|||
|
|
|
|
|
29,978
|
|
22,515
|
|
0.7
|
%
|
||||
Voya CLO 2016-3, Ltd.
|
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 12.29%, due 10/20/2031)(5)(6)(14)
|
10/27/2016
|
28,100
|
|
27,265
|
|
21,003
|
|
0.6
|
%
|
|||
|
|
|
|
|
27,265
|
|
21,003
|
|
0.6
|
%
|
||||
Voya CLO 2017-3, Ltd.
|
Structured Finance
|
Subordinated Structured Note (Residual Interest, current yield 12.44%, due 7/20/2030)(5)(6)(14)
|
7/12/2017
|
44,885
|
|
50,244
|
|
42,872
|
|
1.3
|
%
|
|||
|
|
|
|
|
50,244
|
|
42,872
|
|
1.3
|
%
|
(1)
|
The terms “Prospect,” “the Company,” “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, 2019 and June 30, 2018, all of our investments were valued using significant unobservable inputs. In accordance with ASC 820, such investments are classified as Level 3 within the fair value 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, 2019 and June 30, 2018 were $1,636,067 and $1,307,955, respectively, representing 28.9% and 22.8% 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 the collateralized loan obligation (“CLO”) security, which is referred to as “Subordinated Structured Note,” or “SSN”. The SSN 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)
|
Engine Group. Inc., Clearstream TV, Inc., and ORC International, Inc., are joint borrowers on the senior secured and the second lien term loans.
|
(8)
|
Syndicated investment which was originated by a financial institution and broadly distributed.
|
(9)
|
Autodata, Inc. and Autodata Solutions, Inc. are joint borrowers.
|
(10)
|
The interest rate on these investments is subject to the base rate of 6-Month LIBOR, which was 2.20% and 2.50% at June 30, 2019 and June 30, 2018, respectively. The current base rate for each investment may be different from the reference rate on June 30, 2019 and June 30, 2018.
|
(11)
|
The interest rate on these investments is subject to the base rate of 3-Month LIBOR, which was 2.32% and 2.34% at June 30, 2019 and June 30, 2018, respectively. The current base rate for each investment may be different from the reference rate on June 30, 2019 and June 30, 2018.
|
(12)
|
The interest rate on these investments is subject to the base rate of 2-Month LIBOR, which was 2.33% and 2.17% at June 30, 2019 and June 30, 2018, respectively. The current base rate for each investment may be different from the reference rate on June 30, 2019 and June 30, 2018.
|
(13)
|
The interest rate on these investments is subject to the base rate of 1-Month LIBOR, which was 2.40% and 2.09% at June 30, 2019 and June 30, 2018, respectively. The current base rate for each investment may be different from the reference rate on June 30, 2019 and June 30, 2018.
|
(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, 2019 and June 30, 2018, our qualifying assets as a percentage of total assets, stood at 73.85% and 73.20%, 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 5.00%. As of June 30, 2019 and June 30, 2018, we had $23,375 and $29,675, 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)
|
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 income from the investment. Distributions, once received, will be recognized as return of capital with any remaining unamortized investment costs written off if the actual distributions are less than the amortized investment cost. If an investment has been impaired upon being called, any future distributions will be recorded as a return of capital. To the extent that the impaired cost basis of the SSN is fully recovered, any future distributions will be recorded as realized gains.
|
(18)
|
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. (“USC”) is a parent guarantor of this debt investment, and is 100% owned by SportCo Holdings, Inc. (“SportCo”). Prospect previously held a 3.48% equity interest in SportCo and following an additional issuance of common stock by SportCo, Prospect’s ownership increased to 22.0% as of September 30, 2018. As a result, Prospect’s investment in USC is classified as an affiliate investment beginning the period ended September 30, 2018. In June, 2019, USC filed for Chapter 11 bankruptcy and began liquidating its remaining assets.
|
(19)
|
CCPI Holdings Inc., a consolidated entity in which we own 100% of the common stock, held 94.59% of CCPI Inc. (“CCPI”), the operating company, as of June 30, 2018. On March 1, 2019, we sold our 94.59% common equity interest in CCPI, Inc. for $18,865 in net proceeds. Concurrently, CCPI Inc. fully repaid the $2,797 Senior Secured Term Loan A and the $17,566 Senior Secured Term Loan B receivable to us. We recorded a realized gain of $12,105 on the sale of our equity position in CCPI, Inc. In connection with the sale, there is $2,364 being held in escrow that is due to us, which will be recognized as an additional realized gain when received.
|
(20)
|
CP Holdings of Delaware LLC, a consolidated entity in which we own 100% of the membership interests, owns 99.8% of CP Energy Services Inc. (“CP Energy”) as of June 30, 2019 and June 30, 2018. 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. On April 6, 2018, Arctic Oilfield Equipment USA, Inc. (“Arctic Equipment”), a previously controlled portfolio company, merged with and into CP Energy, with CP Energy continuing as the surviving corporation. In June 2019, CP Energy purchased approximately 64.1% of the common equity of Spartan Energy Holdings, Inc. (“Spartan Holdings”), which owns 100% of Spartan Energy Services, LLC (“Spartan”), a portfolio company of Prospect with $34,399 in senior secured term loans (the “Spartan Term Loans”) due to us as of June 30, 2019. As a result of CP Energy’s purchase, and given Prospect’s controlling interest in CP Energy, our Spartan Term Loans are presented as control investments under CP Energy beginning June 30, 2019. Spartan remains the direct borrower and guarantor to Prospect for the Spartan Term Loans (See Note 14).
|
(21)
|
Credit Central Holdings of Delaware, LLC (“Credit Central Delaware”), a consolidated entity in which we own 100% of the membership interests, owns 98.41% of Credit Central Loan Company, LLC (f/k/a Credit Central Holdings, LLC (“Credit Central”)) as of June 30, 2019 and June 30, 2018. 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.
|
(22)
|
As of June 30, 2017, Prospect held a 37.1% membership interest in Edmentum Ultimate Holdings, LLC (“Edmentum Holdings”), which owns 100% of the equity of Edmentum, Inc. On February 23, 2018, certain participating members of Edmentum Holdings increased their revolving credit commitment and extended additional credit to Edmentum, Inc. in exchange for additional common units of Edmentum Holdings. As a result, Prospect’s equity ownership was diluted from 37.1% to the current 11.51%, and the investment was transferred from control to affiliate investment classification during the year ended June 30, 2018.
|
(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, 2019 and June 30, 2018. We report First Tower Finance as a separate controlled company.
|
(24)
|
Energy Solutions Holdings Inc., a consolidated entity in which we own 100% of the 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.
|
(25)
|
As of June 30, 2018, MITY Holdings of Delaware Inc. (“MITY Delaware”), a consolidated entity in which we own 100% of the common stock, owns 95.58% of the equity of MITY, Inc. (f/k/a MITY Enterprises, Inc.) (“MITY”). Effective March 13, 2019, MITY Delaware’s equity ownership of MITY increased to 100%. MITY owns 100% of each of MITY-Lite, Inc. (“Mity-Lite”);
|
(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. During the period from July 1, 2018 to December 27, 2018, we received partial repayments of $21,181 for our loans previously outstanding with NPRC and its wholly-owned subsidiaries and $15,000 as a return of capital on our equity investment. Effective December 31, 2018, we amended and restated the terms of our credit agreement with NPRC. As part of the amendment, we increased our investment through a New Term Loan A Secured Note (“New TLA”) in the aggregate principal amount of $433,553 and a New Term Loan B Secured Note (“New TLB”) in the aggregate principal amount of $205,000. Under the new agreement, our profit interest is revised to an amount equal to 25% of NPRC’s quarterly residual profit. NPRC utilized a portion of the proceeds from the New TLA and New TLB to repay the previously outstanding Senior Secured Term Loan A and Senior Secured Term Loan E. The remaining proceeds of $140,351 were returned to us as a return of capital, reducing our equity investment in NPRC. We received structuring fees of $12,771 as a result of the amendment.
|
(27)
|
Nationwide Acceptance Holdings LLC, a consolidated entity in which we own 100% of the membership interests, owns 94.48% of Nationwide Loan Company LLC (f/k/a Nationwide Acceptance LLC ), the operating company, as of June 30, 2019 and June 30, 2018. 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 94.10% and 91.52% of the fully diluted equity of NMMB, Inc. (“NMMB”) as of June 30, 2019 and June 30, 2018, respectively. 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 during the year ended June 30, 2017. On June 28, 2017, Gulf Coast was renamed to SB Forging Company II, Inc. In June 2018, SB Forging Company II, Inc. received escrow proceeds of $2,050 related to the sale. The escrow proceeds and $154 of excess cash held at SB Forging Company II, Inc. were subsequently distributed and in connection with the liquidation of our investment, we recorded a realized gain of $2,204 in our Consolidated Statement of Operations during the year ended June 30, 2019.
|
(30)
|
Prospect owns 99.96% of the equity of USES Corp. as of June 30, 2019 and June 30, 2018.
|
(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%
|
(33)
|
Prospect owns 9.67% and 16.04% of the equity in Targus Cayman HoldCo Limited (“Targus”), the parent company of Targus International LLC (“Targus International”) as of June 30, 2019 and June 30, 2018, respectively. On September 25, 2017, Prospect exchanged $1,600 of Senior Secured Term Loan A and $4,799 of Senior Secured Term Loan B investments in Targus International into 6,120,658 of common shares of Targus, and recorded a realized gain of $846, as a result of this transaction.
|
(34)
|
We own 99.9999% of AGC/PEP, LLC (“AGC/PEP”) as of June 30, 2018. As of September 30, 2016, AGC/PEP owned 2,038 out of a total of 93,485 shares (including 7,456 vested and unvested management options) of American Gilsonite Holding Company (“AGC Holdco”), which owns 100% of American Gilsonite Company (“AGC”). On October 24, 2016, AGC filed for a joint prepackaged plan of reorganization under Chapter 11 of the bankruptcy code. During the year ended June 30, 2017, AGC emerged from bankruptcy and AGC Holdco was dissolved. AGC/PEP received a total of 131 shares, representing a total ownership stake of 0.05% in AGC. On December 7, 2018, AGC/PEP sold all 131 shares back to AGC. As a result of the transaction, Prospect recorded a realized gain of $24 in our Consolidated Statement of Operations during the year ended June 30, 2019.
|
(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)
|
This investment is in the debt class of the CLO security, which is referred to as “Rated Secured Structured Note”, or “RSSN”. At June 30, 2018, the all-in interest rate of the Galaxy XXVIII CLO, Ltd. RSSN was not yet determined, as the investment was unsettled.
|
(38)
|
The consolidated revenue interest is equal to the lesser of (i) 2.0% of consolidated revenue for the twelve-month period ending on the last day of the prior fiscal quarter (or portion thereof) and (ii) 25% of the amount of interest accrued on the Notes at the cash interest rate for such fiscal quarter (or portion thereof).
|
(39)
|
As of June 30, 2019 and June 30, 2018, Prospect owns 8.57% of the equity in Encinitas Watches Holdco, LLC (f/k/a Nixon Holdco, LLC), the parent company of Nixon, Inc. On February 26, 2018, Prospect entered into a debt forgiveness agreement with Nixon, Inc., which terminated $17,472 Senior Secured Term Loan receivable due to us. We recorded a realized loss of $14,197 in our Consolidated Statement of Operations for the year ended June 30, 2018 as a result of this transaction.
|
(40)
|
On May 29, 2018, Prospect exercised its rights and remedies under its loan documents to exercise the shareholder voting rights in respect of the stock of Pacific World Corporation (“Pacific World”) and to appoint a new Board of Directors of Pacific World. As a result, Prospect’s investment in Pacific World is classified as a control investment beginning the year ended June 30, 2018.
|
(41)
|
Our wholly-owned subsidiary Prospect Small Business Lending, LLC purchases small business whole loans from small business loan originators, including On Deck Capital, Inc.
|
(42)
|
Turning Point Brands, Inc. and North Atlantic Trading Company, Inc. are joint borrowers and guarantors on the secured loan facility.
|
(43)
|
The overriding royalty interests held receive payments at the stated rates based upon operations of the borrower.
|
(44)
|
The following shows the composition of our investment portfolio at cost by control designation, investment type, and by industry as of June 30, 2019:
|
Industry
|
1st Lien Term Loan
|
2nd Lien Term Loan
|
Rated Secured Structured Notes
|
Subordinated Structured Notes
|
Subordinated Unsecured Debt
|
Equity (B)
|
Cost Total
|
||||||||||||||
Control Investments
|
|
|
|
|
|
|
|
||||||||||||||
Aerospace & Defense
|
$
|
54,841
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
22,738
|
|
$
|
77,579
|
|
Commercial Services & Supplies
|
126,505
|
|
—
|
|
—
|
|
—
|
|
6,915
|
|
6,849
|
|
140,269
|
|
|||||||
Construction & Engineering
|
43,731
|
|
—
|
|
—
|
|
—
|
|
—
|
|
26,204
|
|
69,935
|
|
Industry
|
1st Lien Term Loan
|
2nd Lien Term Loan
|
Rated Secured Structured Notes
|
Subordinated Structured Notes
|
Subordinated Unsecured Debt
|
Equity (B)
|
Cost Total
|
||||||||||||||
Consumer Finance
|
—
|
|
348,606
|
|
—
|
|
—
|
|
—
|
|
116,839
|
|
465,445
|
|
|||||||
Energy Equipment & Services
|
69,447
|
|
—
|
|
—
|
|
—
|
|
—
|
|
192,216
|
|
261,663
|
|
|||||||
Equity Real Estate Investment Trusts (REITs)
|
433,553
|
|
—
|
|
—
|
|
—
|
|
—
|
|
62,887
|
|
496,440
|
|
|||||||
Health Care Providers & Services
|
$
|
248,872
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1
|
|
$
|
248,873
|
|
Machinery
|
—
|
|
28,622
|
|
—
|
|
—
|
|
—
|
|
6,866
|
|
35,488
|
|
|||||||
Media
|
3,114
|
|
—
|
|
—
|
|
—
|
|
—
|
|
12,869
|
|
15,983
|
|
|||||||
Online Lending
|
172,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
100,949
|
|
272,949
|
|
|||||||
Personal Products
|
212,969
|
|
—
|
|
—
|
|
—
|
|
—
|
|
25,000
|
|
237,969
|
|
|||||||
Trading Companies & Distributors
|
63,213
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
63,213
|
|
|||||||
Total Control Investments
|
$
|
1,428,245
|
|
$
|
377,228
|
|
$
|
—
|
|
$
|
—
|
|
$
|
6,915
|
|
$
|
573,418
|
|
$
|
2,385,806
|
|
Affiliate Investments
|
|
|
|
|
|
|
|
||||||||||||||
Distributors
|
$
|
—
|
|
$
|
127,091
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
127,091
|
|
Diversified Consumer Services
|
—
|
|
8,159
|
|
—
|
|
—
|
|
32,018
|
|
6,577
|
|
46,754
|
|
|||||||
Textiles, Apparel & Luxury Goods
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3,771
|
|
3,771
|
|
|||||||
Total Affiliate Investments
|
$
|
—
|
|
$
|
135,250
|
|
$
|
—
|
|
$
|
—
|
|
$
|
32,018
|
|
$
|
10,348
|
|
$
|
177,616
|
|
Non-Control/Non-Affiliate Investments
|
|
|
|
|
|
|
|
||||||||||||||
Air Freight & Logistics
|
$
|
—
|
|
$
|
12,500
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
12,500
|
|
Auto Components
|
—
|
|
25,450
|
|
—
|
|
—
|
|
—
|
|
—
|
|
25,450
|
|
|||||||
Building Products
|
—
|
|
19,842
|
|
—
|
|
—
|
|
—
|
|
—
|
|
19,842
|
|
|||||||
Capital Markets
|
—
|
|
25,084
|
|
—
|
|
—
|
|
—
|
|
—
|
|
25,084
|
|
|||||||
Commercial Services & Supplies
|
60,513
|
|
175,674
|
|
—
|
|
—
|
|
—
|
|
—
|
|
236,187
|
|
|||||||
Communications Equipment
|
—
|
|
50,503
|
|
—
|
|
—
|
|
—
|
|
—
|
|
50,503
|
|
|||||||
Consumer Finance
|
22,333
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
22,333
|
|
|||||||
Distributors
|
172,815
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
172,815
|
|
|||||||
Diversified Consumer Services
|
—
|
|
100,091
|
|
—
|
|
—
|
|
—
|
|
—
|
|
100,091
|
|
|||||||
Diversified Telecommunication Services
|
9,923
|
|
26,311
|
|
—
|
|
—
|
|
—
|
|
—
|
|
36,234
|
|
|||||||
Entertainment
|
16,128
|
|
20,093
|
|
—
|
|
—
|
|
—
|
|
—
|
|
36,221
|
|
|||||||
Food Products
|
—
|
|
34,729
|
|
—
|
|
—
|
|
—
|
|
—
|
|
34,729
|
|
|||||||
Health Care Equipment & Supplies
|
33,673
|
|
7,469
|
|
—
|
|
—
|
|
—
|
|
—
|
|
41,142
|
|
|||||||
Health Care Providers & Services
|
125,265
|
|
96,284
|
|
—
|
|
—
|
|
—
|
|
—
|
|
221,549
|
|
|||||||
Hotels, Restaurants & Leisure
|
27,252
|
|
7,485
|
|
—
|
|
—
|
|
—
|
|
—
|
|
34,737
|
|
|||||||
Household Durables
|
15,888
|
|
13,403
|
|
—
|
|
—
|
|
—
|
|
—
|
|
29,291
|
|
|||||||
Household Products
|
24,688
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
24,688
|
|
|||||||
Insurance
|
—
|
|
12,988
|
|
—
|
|
—
|
|
—
|
|
—
|
|
12,988
|
|
|||||||
Interactive Media & Services
|
37,861
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
37,861
|
|
|||||||
IT Services
|
270,714
|
|
35,382
|
|
—
|
|
—
|
|
—
|
|
—
|
|
306,096
|
|
|||||||
Leisure Products
|
32,868
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1
|
|
32,869
|
|
|||||||
Media
|
87,379
|
|
35,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
122,379
|
|
|||||||
Paper & Forest Products
|
—
|
|
11,361
|
|
—
|
|
—
|
|
—
|
|
—
|
|
11,361
|
|
|||||||
Professional Services
|
118,403
|
|
69,695
|
|
—
|
|
—
|
|
—
|
|
—
|
|
188,098
|
|
|||||||
Real Estate Management & Development
|
38,852
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
38,852
|
|
|||||||
Software
|
—
|
|
64,723
|
|
—
|
|
—
|
|
—
|
|
—
|
|
64,723
|
|
|||||||
Technology Hardware, Storage & Peripherals
|
—
|
|
12,400
|
|
—
|
|
—
|
|
—
|
|
—
|
|
12,400
|
|
|||||||
Textiles, Apparel & Luxury Goods
|
190,678
|
|
36,657
|
|
—
|
|
—
|
|
—
|
|
—
|
|
227,335
|
|
|||||||
Tobacco
|
—
|
|
14,419
|
|
—
|
|
—
|
|
—
|
|
—
|
|
14,419
|
|
Industry
|
1st Lien Term Loan
|
2nd Lien Term Loan
|
Rated Secured Structured Notes
|
Subordinated Structured Notes
|
Subordinated Unsecured Debt
|
Equity (B)
|
Cost Total
|
||||||||||||||
Transportation Infrastructure
|
—
|
|
27,578
|
|
—
|
|
—
|
|
—
|
|
—
|
|
27,578
|
|
|||||||
Structured Finance (A)
|
—
|
|
—
|
|
44,774
|
|
1,103,751
|
|
—
|
|
—
|
|
1,148,525
|
|
|||||||
Total Non-Control/ Non-Affiliate
|
$
|
1,285,233
|
|
$
|
935,121
|
|
$
|
44,774
|
|
$
|
1,103,751
|
|
$
|
—
|
|
$
|
1
|
|
$
|
3,368,880
|
|
Total Portfolio Investment Cost
|
$
|
2,713,478
|
|
$
|
1,447,599
|
|
$
|
44,774
|
|
$
|
1,103,751
|
|
$
|
38,933
|
|
$
|
583,767
|
|
$
|
5,932,302
|
|
Industry
|
1st Lien Term Loan
|
2nd Lien Term Loan
|
Rated Secured Structured Notes
|
Subordinated Structured Notes
|
Subordinated Unsecured Debt
|
Equity (B)
|
Fair Value Total
|
% of Net Assets
|
|||||||||||||||
Control Investments
|
|
|
|
|
|
|
|
|
|||||||||||||||
Aerospace & Defense
|
$
|
54,841
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
34,860
|
|
$
|
89,701
|
|
2.7
|
%
|
Commercial Services & Supplies
|
62,627
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
62,627
|
|
1.9
|
%
|
|||||||
Construction & Engineering
|
43,731
|
|
|
—
|
|
—
|
|
—
|
|
99,954
|
|
143,685
|
|
4.3
|
%
|
||||||||
Consumer Finance
|
—
|
|
351,926
|
|
—
|
|
—
|
|
—
|
|
246,502
|
|
598,428
|
|
18.1
|
%
|
|||||||
Energy Equipment & Services
|
69,447
|
|
—
|
|
—
|
|
—
|
|
—
|
|
84,418
|
|
153,865
|
|
4.7
|
%
|
|||||||
Equity Real Estate Investment Trusts (REITs)
|
433,553
|
|
—
|
|
—
|
|
—
|
|
—
|
|
394,134
|
|
827,687
|
|
25.0
|
%
|
|||||||
Health Care Providers & Services
|
224,876
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
224,876
|
|
6.8
|
%
|
|||||||
Machinery
|
—
|
|
28,622
|
|
—
|
|
—
|
|
—
|
|
5,002
|
|
33,624
|
|
1.0
|
%
|
|||||||
Media
|
3,114
|
|
—
|
|
—
|
|
—
|
|
—
|
|
21,069
|
|
24,183
|
|
0.7
|
%
|
|||||||
Online Lending
|
172,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
4,778
|
|
176,778
|
|
5.3
|
%
|
|||||||
Personal Products
|
112,427
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
112,427
|
|
3.4
|
%
|
|||||||
Trading Companies & Distributors
|
28,043
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
28,043
|
|
0.8
|
%
|
|||||||
Total Control Investments
|
$
|
1,204,659
|
|
$
|
380,548
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
890,717
|
|
$
|
2,475,924
|
|
74.9
|
%
|
Fair Value % of Net Assets
|
36.4
|
%
|
11.5
|
%
|
—
|
%
|
—
|
%
|
—
|
%
|
26.9
|
%
|
74.9
|
%
|
|
||||||||
Affiliate Investments
|
|
|
|
|
|
|
|
|
|||||||||||||||
Distributors
|
$
|
—
|
|
$
|
18,866
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
18,866
|
|
0.6
|
%
|
Diversified Consumer Services
|
—
|
|
8,159
|
|
—
|
|
—
|
|
33,058
|
|
—
|
|
41,217
|
|
1.2
|
%
|
|||||||
Textiles, Apparel & Luxury Goods
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
16,599
|
|
16,599
|
|
0.5
|
%
|
|||||||
Total Affiliate Investments
|
$
|
—
|
|
$
|
27,025
|
|
$
|
—
|
|
$
|
—
|
|
$
|
33,058
|
|
$
|
16,599
|
|
$
|
76,682
|
|
2.3
|
%
|
Fair Value % of Net Assets
|
—
|
%
|
0.8
|
%
|
—
|
%
|
—
|
%
|
1.0
|
%
|
0.5
|
%
|
2.3
|
%
|
|
||||||||
Non-Control/Non-Affiliate Investments
|
|
|
|
|
|
|
|
|
|||||||||||||||
Air Freight & Logistics
|
$
|
—
|
|
$
|
12,233
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
12,233
|
|
0.4
|
%
|
Auto Components
|
—
|
|
25,450
|
|
—
|
|
—
|
|
—
|
|
—
|
|
25,450
|
|
0.8
|
%
|
|||||||
Building Products
|
—
|
|
19,842
|
|
—
|
|
—
|
|
—
|
|
—
|
|
19,842
|
|
0.6
|
%
|
|||||||
Capital Markets
|
—
|
|
25,222
|
|
—
|
|
—
|
|
—
|
|
—
|
|
25,222
|
|
0.8
|
%
|
|||||||
Commercial Services & Supplies
|
58,094
|
|
175,951
|
|
—
|
|
—
|
|
—
|
|
—
|
|
234,045
|
|
7.1
|
%
|
|||||||
Communications Equipment
|
—
|
|
48,760
|
|
—
|
|
—
|
|
—
|
|
—
|
|
48,760
|
|
1.5
|
%
|
|||||||
Consumer Finance
|
20,555
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
20,555
|
|
0.6
|
%
|
|||||||
Distributors
|
171,271
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
171,271
|
|
5.2
|
%
|
|||||||
Diversified Consumer Services
|
—
|
|
100,091
|
|
—
|
|
—
|
|
—
|
|
—
|
|
100,091
|
|
3.0
|
%
|
|||||||
Diversified Telecommunication Services
|
9,923
|
|
26,311
|
|
—
|
|
—
|
|
—
|
|
—
|
|
36,234
|
|
1.1
|
%
|
|||||||
Electronic Equipment, Instruments & Components
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,239
|
|
2,239
|
|
0.1
|
%
|
|||||||
Entertainment
|
16,178
|
|
20,149
|
|
—
|
|
—
|
|
—
|
|
—
|
|
36,327
|
|
1.1
|
%
|
|||||||
Food Products
|
—
|
|
34,729
|
|
—
|
|
—
|
|
—
|
|
—
|
|
34,729
|
|
1.1
|
%
|
|||||||
Health Care Equipment & Supplies
|
34,010
|
|
7,144
|
|
—
|
|
—
|
|
—
|
|
—
|
|
41,154
|
|
1.2
|
%
|
Industry
|
1st Lien Term Loan
|
2nd Lien Term Loan
|
Rated Secured Structured Notes
|
Subordinated Structured Notes
|
Subordinated Unsecured Debt
|
Equity (B)
|
Fair Value Total
|
% of Net Assets
|
|||||||||||||||
Health Care Providers & Services
|
124,075
|
|
96,284
|
|
—
|
|
—
|
|
—
|
|
—
|
|
220,359
|
|
6.7
|
%
|
|||||||
Hotels, Restaurants & Leisure
|
27,252
|
|
7,485
|
|
—
|
|
—
|
|
—
|
|
—
|
|
34,737
|
|
1.1
|
%
|
|||||||
Household Durables
|
10,252
|
|
12,208
|
|
—
|
|
—
|
|
—
|
|
—
|
|
22,460
|
|
0.7
|
%
|
|||||||
Household Products
|
24,688
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
24,688
|
|
0.7
|
%
|
|||||||
Insurance
|
—
|
|
12,988
|
|
—
|
|
—
|
|
—
|
|
—
|
|
12,988
|
|
0.4
|
%
|
|||||||
Interactive Media & Services
|
37,861
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
37,861
|
|
1.1
|
%
|
|||||||
IT Services
|
269,657
|
|
35,703
|
|
—
|
|
—
|
|
—
|
|
—
|
|
305,360
|
|
9.2
|
%
|
|||||||
Leisure Products
|
32,868
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
32,868
|
|
1.0
|
%
|
|||||||
Media
|
86,704
|
|
30,580
|
|
—
|
|
—
|
|
—
|
|
—
|
|
117,284
|
|
3.5
|
%
|
|||||||
Paper & Forest Products
|
$
|
—
|
|
$
|
11,500
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
11,500
|
|
0.3
|
%
|
Pharmaceuticals
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
%
|
|||||||
Professional Services
|
118,813
|
|
71,365
|
|
—
|
|
—
|
|
—
|
|
—
|
|
190,178
|
|
5.8
|
%
|
|||||||
Real Estate Management & Development
|
38,852
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
38,852
|
|
1.2
|
%
|
|||||||
Software
|
—
|
|
64,729
|
|
—
|
|
—
|
|
—
|
|
—
|
|
64,729
|
|
2.0
|
%
|
|||||||
Technology Hardware, Storage & Peripherals
|
—
|
|
12,400
|
|
—
|
|
—
|
|
—
|
|
—
|
|
12,400
|
|
0.4
|
%
|
|||||||
Textiles, Apparel & Luxury Goods
|
189,725
|
|
36,657
|
|
—
|
|
—
|
|
—
|
|
—
|
|
226,382
|
|
6.8
|
%
|
|||||||
Tobacco
|
—
|
|
14,500
|
|
—
|
|
—
|
|
—
|
|
—
|
|
14,500
|
|
0.4
|
%
|
|||||||
Transportation Infrastructure
|
—
|
|
28,104
|
|
—
|
|
—
|
|
—
|
|
—
|
|
28,104
|
|
0.9
|
%
|
|||||||
Structured Finance (A)
|
—
|
|
—
|
|
46,851
|
|
850,694
|
|
—
|
|
—
|
|
897,545
|
|
27.1
|
%
|
|||||||
Total Non-Control/ Non-Affiliate
|
$
|
1,270,778
|
|
$
|
930,385
|
|
$
|
46,851
|
|
$
|
850,694
|
|
$
|
—
|
|
$
|
2,239
|
|
$
|
3,100,947
|
|
93.8
|
%
|
Fair Value % of Net Assets
|
38.4
|
%
|
28.1
|
%
|
1.4
|
%
|
25.7
|
%
|
—
|
%
|
0.1
|
%
|
93.8
|
%
|
|
||||||||
Total Portfolio
|
$
|
2,475,437
|
|
$
|
1,337,958
|
|
$
|
46,851
|
|
$
|
850,694
|
|
$
|
33,058
|
|
$
|
909,555
|
|
$
|
5,653,553
|
|
171.0
|
%
|
Fair Value % of Net Assets
|
74.9
|
%
|
40.5
|
%
|
1.4
|
%
|
25.7
|
%
|
1.0
|
%
|
27.5
|
%
|
171.0
|
%
|
|
(45)
|
The following shows the composition of our investment portfolio at cost by control designation, investment type, and by industry as of June 30, 2018:
|
Industry
|
1st Lien Term Loan
|
2nd Lien Term Loan
|
Rated Secured Structured Notes
|
Subordinated Structured Notes
|
Subordinated Unsecured Debt
|
Equity (B)
|
Cost Total
|
||||||||||||||
Control Investments
|
|
|
|
|
|
|
|
||||||||||||||
Aerospace & Defense
|
$
|
47,099
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
22,738
|
|
$
|
69,837
|
|
Commercial Services & Supplies
|
117,861
|
|
—
|
|
—
|
|
—
|
|
7,200
|
|
6,849
|
|
131,910
|
|
|||||||
Construction & Engineering
|
38,211
|
|
—
|
|
—
|
|
—
|
|
—
|
|
26,204
|
|
64,415
|
|
|||||||
Consumer Finance
|
—
|
|
337,972
|
|
—
|
|
—
|
|
—
|
|
116,839
|
|
454,811
|
|
|||||||
Electronic Equipment, Instruments & Components
|
20,700
|
|
—
|
|
—
|
|
—
|
|
—
|
|
6,759
|
|
27,459
|
|
|||||||
Energy Equipment & Services
|
35,048
|
|
—
|
|
—
|
|
—
|
|
—
|
|
191,812
|
|
226,860
|
|
|||||||
Equity Real Estate Investment Trusts (REITs)
|
293,203
|
|
—
|
|
—
|
|
—
|
|
—
|
|
206,655
|
|
499,858
|
|
|||||||
Health Care Providers & Services
|
212,701
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
212,701
|
|
|||||||
Machinery
|
—
|
|
28,622
|
|
—
|
|
—
|
|
—
|
|
6,866
|
|
35,488
|
|
|||||||
Media
|
8,614
|
|
—
|
|
—
|
|
—
|
|
—
|
|
12,869
|
|
21,483
|
|
|||||||
Online Lending
|
226,180
|
|
—
|
|
—
|
|
—
|
|
—
|
|
100,949
|
|
327,129
|
|
|||||||
Personal Products
|
213,575
|
|
—
|
|
—
|
|
—
|
|
—
|
|
15,000
|
|
228,575
|
|
|||||||
Total Control Investments
|
$
|
1,213,192
|
|
$
|
366,594
|
|
$
|
—
|
|
$
|
—
|
|
$
|
7,200
|
|
$
|
713,540
|
|
$
|
2,300,526
|
|
Affiliate Investments
|
|
|
|
|
|
|
|
Industry
|
1st Lien Term Loan
|
2nd Lien Term Loan
|
Rated Secured Structured Notes
|
Subordinated Structured Notes
|
Subordinated Unsecured Debt
|
Equity (B)
|
Cost Total
|
||||||||||||||
Diversified Consumer Services
|
$
|
—
|
|
$
|
7,834
|
|
$
|
—
|
|
$
|
—
|
|
$
|
31,348
|
|
$
|
6,577
|
|
$
|
45,759
|
|
Textiles, Apparel & Luxury Goods
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
9,878
|
|
9,878
|
|
|||||||
Total Affiliate Investments
|
$
|
—
|
|
$
|
7,834
|
|
$
|
—
|
|
$
|
—
|
|
$
|
31,348
|
|
$
|
16,455
|
|
$
|
55,637
|
|
Non-Control/Non-Affiliate Investments
|
|
|
|
|
|
|
|
||||||||||||||
Auto Components
|
$
|
—
|
|
$
|
12,681
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
12,681
|
|
Building Products
|
—
|
|
9,905
|
|
—
|
|
—
|
|
—
|
|
—
|
|
9,905
|
|
|||||||
Capital Markets
|
—
|
|
19,799
|
|
—
|
|
—
|
|
—
|
|
—
|
|
19,799
|
|
|||||||
Commercial Services & Supplies
|
90,364
|
|
163,913
|
|
—
|
|
—
|
|
—
|
|
—
|
|
254,277
|
|
|||||||
Communications Equipment
|
—
|
|
39,860
|
|
—
|
|
—
|
|
—
|
|
—
|
|
39,860
|
|
|||||||
Consumer Finance
|
$
|
30,570
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
30,570
|
|
Distributors
|
343,659
|
|
127,091
|
|
—
|
|
—
|
|
—
|
|
—
|
|
470,750
|
|
|||||||
Diversified Consumer Services
|
9,647
|
|
118,289
|
|
—
|
|
—
|
|
—
|
|
—
|
|
127,936
|
|
|||||||
Electronic Equipment, Instruments & Components
|
12,490
|
|
14,856
|
|
—
|
|
—
|
|
—
|
|
—
|
|
27,346
|
|
|||||||
Energy Equipment & Services
|
30,511
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
30,511
|
|
|||||||
Food Products
|
—
|
|
9,884
|
|
—
|
|
—
|
|
—
|
|
—
|
|
9,884
|
|
|||||||
Health Care Equipment & Supplies
|
35,815
|
|
7,464
|
|
—
|
|
—
|
|
—
|
|
—
|
|
43,279
|
|
|||||||
Health Care Providers & Services
|
145,336
|
|
61,909
|
|
—
|
|
—
|
|
—
|
|
1,252
|
|
208,497
|
|
|||||||
Hotels, Restaurants & Leisure
|
29,813
|
|
7,482
|
|
—
|
|
—
|
|
—
|
|
—
|
|
37,295
|
|
|||||||
Household & Personal Products
|
24,938
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
24,938
|
|
|||||||
Household Durables
|
16,894
|
|
25,645
|
|
—
|
|
—
|
|
—
|
|
—
|
|
42,539
|
|
|||||||
Insurance
|
—
|
|
2,986
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,986
|
|
|||||||
Internet & Direct Marketing Retail
|
4,813
|
|
35,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
39,813
|
|
|||||||
Internet Software & Services
|
215,791
|
|
13,926
|
|
—
|
|
—
|
|
—
|
|
—
|
|
229,717
|
|
|||||||
IT Services
|
160,588
|
|
21,595
|
|
—
|
|
—
|
|
—
|
|
—
|
|
182,183
|
|
|||||||
Leisure Products
|
34,626
|
|
10,904
|
|
—
|
|
—
|
|
—
|
|
1
|
|
45,531
|
|
|||||||
Media
|
118,605
|
|
2,975
|
|
—
|
|
—
|
|
—
|
|
—
|
|
121,580
|
|
|||||||
Online Lending
|
—
|
|
—
|
|
—
|
|
—
|
|
30
|
|
—
|
|
30
|
|
|||||||
Paper & Forest Products
|
—
|
|
11,328
|
|
—
|
|
—
|
|
—
|
|
—
|
|
11,328
|
|
|||||||
Pharmaceuticals
|
—
|
|
11,882
|
|
—
|
|
—
|
|
—
|
|
—
|
|
11,882
|
|
|||||||
Professional Services
|
9,468
|
|
64,804
|
|
—
|
|
—
|
|
—
|
|
—
|
|
74,272
|
|
|||||||
Real Estate Management & Development
|
41,860
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
41,860
|
|
|||||||
Software
|
—
|
|
66,435
|
|
—
|
|
—
|
|
—
|
|
—
|
|
66,435
|
|
|||||||
Technology Hardware, Storage & Peripherals
|
—
|
|
12,384
|
|
—
|
|
—
|
|
—
|
|
—
|
|
12,384
|
|
|||||||
Textiles, Apparel & Luxury Goods
|
—
|
|
36,551
|
|
—
|
|
—
|
|
—
|
|
—
|
|
36,551
|
|
|||||||
Tobacco
|
—
|
|
14,392
|
|
—
|
|
—
|
|
—
|
|
—
|
|
14,392
|
|
|||||||
Trading Companies & Distributors
|
63,863
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
63,863
|
|
|||||||
Transportation Infrastructure
|
—
|
|
27,494
|
|
—
|
|
—
|
|
—
|
|
—
|
|
27,494
|
|
|||||||
Structured Finance (A)
|
—
|
|
—
|
|
6,159
|
|
1,096,768
|
|
—
|
|
—
|
|
1,102,927
|
|
|||||||
Total Non-Control/ Non-Affiliate
|
$
|
1,419,651
|
|
$
|
951,434
|
|
$
|
6,159
|
|
$
|
1,096,768
|
|
$
|
30
|
|
$
|
1,253
|
|
$
|
3,475,295
|
|
Total Portfolio Investment Cost
|
$
|
2,632,843
|
|
$
|
1,325,862
|
|
$
|
6,159
|
|
$
|
1,096,768
|
|
$
|
38,578
|
|
$
|
731,248
|
|
$
|
5,831,458
|
|
Industry
|
1st Lien Term Loan
|
2nd Lien Term Loan
|
Rated Secured Structured Notes
|
Subordinated Structured Notes
|
Subordinated Unsecured Debt
|
Equity (B)
|
Fair Value Total
|
Fair Value %of Net Assets
|
|||||||||||||||
Control Investments
|
|
|
|
|
|
|
|
|
|||||||||||||||
Aerospace & Defense
|
$
|
47,099
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
35,179
|
|
$
|
82,278
|
|
2.4
|
%
|
Industry
|
1st Lien Term Loan
|
2nd Lien Term Loan
|
Rated Secured Structured Notes
|
Subordinated Structured Notes
|
Subordinated Unsecured Debt
|
Equity (B)
|
Fair Value Total
|
Fair Value %of Net Assets
|
|||||||||||||||
Commercial Services & Supplies
|
67,011
|
|
—
|
|
—
|
|
—
|
|
5,563
|
|
2,639
|
|
75,213
|
|
2.2
|
%
|
|||||||
Construction & Engineering
|
38,211
|
|
—
|
|
—
|
|
—
|
|
—
|
|
12,586
|
|
50,797
|
|
1.5
|
%
|
|||||||
Consumer Finance
|
—
|
|
342,331
|
|
—
|
|
—
|
|
—
|
|
211,209
|
|
553,540
|
|
16.2
|
%
|
|||||||
Electronic Equipment, Instruments & Components
|
20,700
|
|
—
|
|
—
|
|
—
|
|
—
|
|
15,056
|
|
35,756
|
|
1.1
|
%
|
|||||||
Energy Equipment & Services
|
35,048
|
|
—
|
|
—
|
|
—
|
|
—
|
|
103,456
|
|
138,504
|
|
4.1
|
%
|
|||||||
Equity Real Estate Investment Trusts (REITs)
|
293,203
|
|
—
|
|
—
|
|
—
|
|
—
|
|
518,712
|
|
811,915
|
|
23.8
|
%
|
|||||||
Health Care Providers & Services
|
197,621
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
197,621
|
|
5.8
|
%
|
|||||||
Machinery
|
—
|
|
28,622
|
|
—
|
|
—
|
|
—
|
|
3,264
|
|
31,886
|
|
0.9
|
%
|
|||||||
Media
|
$
|
8,614
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
10,121
|
|
$
|
18,735
|
|
0.6
|
%
|
Online Lending
|
226,180
|
|
—
|
|
—
|
|
—
|
|
—
|
|
16,881
|
|
243,061
|
|
7.1
|
%
|
|||||||
Personal Products
|
165,020
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
165,020
|
|
4.9
|
%
|
|||||||
Total Control Investments
|
$
|
1,098,707
|
|
$
|
370,953
|
|
$
|
—
|
|
$
|
—
|
|
$
|
5,563
|
|
$
|
929,103
|
|
$
|
2,404,326
|
|
70.6
|
%
|
Fair Value % of Net Assets
|
32.2
|
%
|
10.9
|
%
|
—
|
%
|
—
|
%
|
0.2
|
%
|
27.3
|
%
|
70.6
|
%
|
|
||||||||
Affiliate Investments
|
|
|
|
|
|
|
|
|
|||||||||||||||
Diversified Consumer Services
|
$
|
—
|
|
$
|
7,834
|
|
$
|
—
|
|
$
|
—
|
|
$
|
27,382
|
|
$
|
—
|
|
$
|
35,216
|
|
1.0
|
%
|
Textiles, Apparel & Luxury Goods
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
23,220
|
|
23,220
|
|
0.7
|
%
|
|||||||
Total Affiliate Investments
|
$
|
—
|
|
$
|
7,834
|
|
$
|
—
|
|
$
|
—
|
|
$
|
27,382
|
|
$
|
23,220
|
|
$
|
58,436
|
|
1.7
|
%
|
Fair Value % of Net Assets
|
—
|
%
|
0.2
|
%
|
—
|
%
|
—
|
%
|
0.8
|
%
|
0.7
|
%
|
1.7
|
%
|
|
||||||||
Non-Control/Non-Affiliate Investments
|
|
|
|
|
|
|
|
|
|||||||||||||||
Auto Components
|
$
|
—
|
|
$
|
12,887
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
12,887
|
|
0.4
|
%
|
Building Products
|
—
|
|
10,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
10,000
|
|
0.3
|
%
|
|||||||
Capital Markets
|
—
|
|
20,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
20,000
|
|
0.6
|
%
|
|||||||
Commercial Services & Supplies
|
89,658
|
|
164,236
|
|
—
|
|
—
|
|
—
|
|
917
|
|
254,811
|
|
7.5
|
%
|
|||||||
Communications Equipment
|
—
|
|
40,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
40,000
|
|
1.2
|
%
|
|||||||
Consumer Finance
|
33,438
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
33,438
|
|
1.0
|
%
|
|||||||
Distributors
|
343,659
|
|
58,806
|
|
—
|
|
—
|
|
—
|
|
—
|
|
402,465
|
|
11.8
|
%
|
|||||||
Diversified Consumer Services
|
9,647
|
|
118,289
|
|
—
|
|
—
|
|
—
|
|
—
|
|
127,936
|
|
3.8
|
%
|
|||||||
Electronic Equipment, Instruments & Components
|
12,335
|
|
14,873
|
|
—
|
|
—
|
|
—
|
|
—
|
|
27,208
|
|
0.8
|
%
|
|||||||
Energy Equipment & Services
|
32,070
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
32,070
|
|
0.9
|
%
|
|||||||
Food Products
|
—
|
|
9,886
|
|
—
|
|
—
|
|
—
|
|
—
|
|
9,886
|
|
0.3
|
%
|
|||||||
Health Care Equipment & Supplies
|
35,815
|
|
7,464
|
|
—
|
|
—
|
|
—
|
|
—
|
|
43,279
|
|
1.3
|
%
|
|||||||
Health Care Providers & Services
|
144,130
|
|
61,933
|
|
—
|
|
—
|
|
—
|
|
446
|
|
206,509
|
|
6.0
|
%
|
|||||||
Hotels, Restaurants & Leisure
|
29,813
|
|
7,482
|
|
—
|
|
—
|
|
—
|
|
—
|
|
37,295
|
|
1.1
|
%
|
|||||||
Household & Personal Products
|
24,938
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
24,938
|
|
0.7
|
%
|
|||||||
Household Durables
|
15,728
|
|
25,895
|
|
—
|
|
—
|
|
—
|
|
—
|
|
41,623
|
|
1.2
|
%
|
|||||||
Insurance
|
—
|
|
2,986
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,986
|
|
0.1
|
%
|
|||||||
Internet & Direct Marketing Retail
|
4,813
|
|
35,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
39,813
|
|
1.2
|
%
|
|||||||
Internet Software & Services
|
215,791
|
|
14,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
229,791
|
|
6.7
|
%
|
|||||||
IT Services
|
160,588
|
|
21,990
|
|
—
|
|
—
|
|
—
|
|
—
|
|
182,578
|
|
5.4
|
%
|
|||||||
Leisure Products
|
34,626
|
|
11,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
45,626
|
|
1.3
|
%
|
|||||||
Media
|
118,655
|
|
2,975
|
|
—
|
|
—
|
|
—
|
|
—
|
|
121,630
|
|
3.6
|
%
|
|||||||
Online Lending
|
—
|
|
—
|
|
—
|
|
—
|
|
17
|
|
—
|
|
17
|
|
—
|
%
|
|||||||
Paper & Forest Products
|
—
|
|
11,226
|
|
—
|
|
—
|
|
—
|
|
—
|
|
11,226
|
|
0.3
|
%
|
|||||||
Pharmaceuticals
|
—
|
|
12,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
12,000
|
|
0.3
|
%
|
|||||||
Professional Services
|
9,608
|
|
67,383
|
|
—
|
|
—
|
|
—
|
|
—
|
|
76,991
|
|
2.3
|
%
|
|||||||
Real Estate Management & Development
|
41,860
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
41,860
|
|
1.2
|
%
|
Industry
|
1st Lien Term Loan
|
2nd Lien Term Loan
|
Rated Secured Structured Notes
|
Subordinated Structured Notes
|
Subordinated Unsecured Debt
|
Equity (B)
|
Fair Value Total
|
Fair Value %of Net Assets
|
|||||||||||||||
Software
|
—
|
|
67,265
|
|
—
|
|
—
|
|
—
|
|
—
|
|
67,265
|
|
2.0
|
%
|
|||||||
Technology Hardware, Storage & Peripherals
|
—
|
|
12,500
|
|
—
|
|
—
|
|
—
|
|
—
|
|
12,500
|
|
0.4
|
%
|
|||||||
Textiles, Apparel & Luxury Goods
|
—
|
|
37,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
37,000
|
|
1.1
|
%
|
|||||||
Tobacco
|
—
|
|
14,392
|
|
—
|
|
—
|
|
—
|
|
—
|
|
14,392
|
|
0.4
|
%
|
|||||||
Trading Companies & Distributors
|
$
|
56,199
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
56,199
|
|
1.6
|
%
|
Transportation Infrastructure
|
—
|
|
28,104
|
|
—
|
|
—
|
|
—
|
|
—
|
|
28,104
|
|
0.8
|
%
|
|||||||
Structured Finance (A)
|
—
|
|
—
|
|
6,159
|
|
954,035
|
|
—
|
|
—
|
|
960,194
|
|
28.2
|
%
|
|||||||
Total Non-Control/ Non-Affiliate
|
$
|
1,413,371
|
|
$
|
889,572
|
|
$
|
6,159
|
|
$
|
954,035
|
|
$
|
17
|
|
$
|
1,363
|
|
$
|
3,264,517
|
|
95.8
|
%
|
Fair Value % of Net Assets
|
41.5
|
%
|
26.1
|
%
|
0.2
|
%
|
28.0
|
%
|
—
|
%
|
—
|
%
|
95.8
|
%
|
|
||||||||
Total Portfolio
|
$
|
2,512,078
|
|
$
|
1,268,359
|
|
$
|
6,159
|
|
$
|
954,035
|
|
$
|
32,962
|
|
$
|
953,686
|
|
$
|
5,727,279
|
|
168.1
|
%
|
Fair Value % of Net Assets
|
73.7
|
%
|
37.2
|
%
|
0.2
|
%
|
28.0
|
%
|
1.0
|
%
|
28.0
|
%
|
168.1
|
%
|
|
(46)
|
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 |
|
Cinedigm DC Holdings, LLC
|
—%
|
2.50%
|
2.50%
|
|
CP Energy - Spartan Energy Services, LLC Term Loan B
|
16.44%
|
—%
|
16.44%
|
|
Credit Central Loan Company
|
6.53%
|
3.47%
|
10.00%
|
|
Echelon Transportation, LLC
|
2.25%
|
—%
|
2.25%
|
(A)
|
Echelon Transportation, LLC
|
1.00%
|
—%
|
1.00%
|
(A)
|
Edmentum Ultimate Holdings, LLC - Revolver
|
5.00%
|
—%
|
5.00%
|
|
Edmentum Ultimate Holdings, LLC - Senior PIK Note
|
8.50%
|
—%
|
8.50%
|
|
First Tower Finance Company LLC
|
7.48%
|
3.02%
|
10.50%
|
|
Interdent, Inc - Senior Secured Term Loan B
|
16.00%
|
—%
|
16.00%
|
|
MITY, Inc.
|
10.00%
|
—%
|
10.00%
|
|
National Property REIT Corp. - Senior Secured Term Loan A
|
—%
|
5.00%
|
5.00%
|
|
National Property REIT Corp. - Senior Secured Term Loan B
|
—%
|
5.50%
|
5.50%
|
|
Nationwide Loan Company LLC
|
10.00%
|
—%
|
10.00%
|
|
Valley Electric Co. of Mt. Vernon, Inc.
|
—%
|
2.50%
|
2.50%
|
|
Valley Electric Company, Inc.
|
5.00%
|
5.00%
|
10.00%
|
|
Venio LLC
|
10.10%
|
—%
|
10.10%
|
|
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 Transportation, LLC (f/k/a Echelon Aviation LLC)
|
N/A
|
N/A
|
2.25%
|
(A)
|
Echelon Transportation, LLC (f/k/a Echelon Aviation LLC)
|
N/A
|
N/A
|
1.00%
|
(A)
|
Edmentum Ultimate Holdings, LLC - Unsecured Senior PIK Note
|
8.50%
|
—%
|
8.50%
|
|
First Tower Finance Company LLC
|
1.45%
|
8.55%
|
10.00%
|
|
InterDent, Inc. - Senior Secured Team Loan B
|
4.25%
|
—%
|
4.25%
|
|
InterDent, Inc. - Senior Secured Team Loan C
|
18.00%
|
—%
|
18.00%
|
|
MITY, Inc.
|
—%
|
10.00%
|
10.00%
|
|
National Property REIT Corp. - Senior Secured Term Loan A
|
—%
|
10.50%
|
10.50%
|
|
National Property REIT Corp. - Senior Secured Term Loan E
|
—%
|
1.50%
|
1.50%
|
|
Nationwide Loan Company LLC
|
—%
|
10.00%
|
10.00%
|
|
Spartan Energy Services, LLC
|
13.98%
|
—%
|
13.98%
|
|
Valley Electric Co. of Mt. Vernon, Inc.
|
—%
|
2.50%
|
2.50%
|
|
Valley Electric Company, Inc.
|
7.17%
|
2.83%
|
10.00%
|
|
Venio LLC
|
10.00%
|
—%
|
10.00%
|
|
(47)
|
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, 2019 with these controlled investments were as follows:
|
Portfolio Company
|
Fair Value at June 30, 2018
|
Gross Additions (Cost)(A)
|
Gross Reductions (Cost)(B)
|
Net unrealized
gains (losses) |
Fair Value at June 30, 2019
|
Interest
income |
Dividend
income |
Other
income |
Net realized
gains (losses) |
||||||||||||||||||
CCPI, Inc.
|
$
|
35,756
|
|
$
|
—
|
|
$
|
(27,459
|
)
|
$
|
(8,297
|
)
|
$
|
—
|
|
$
|
2,629
|
|
$
|
—
|
|
$
|
1,301
|
|
$
|
12,105
|
|
CP Energy Services Inc. (C)
|
123,261
|
|
34,184
|
|
—
|
|
(18,514
|
)
|
138,931
|
|
4,810
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Credit Central Loan Company, LLC
|
76,677
|
|
5,081
|
|
—
|
|
(10,341
|
)
|
71,417
|
|
11,886
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Echelon Transportation LLC
|
82,278
|
|
7,742
|
|
—
|
|
(319
|
)
|
89,701
|
|
7,102
|
|
—
|
|
—
|
|
—
|
|
|||||||||
First Tower Finance Company LLC
|
443,010
|
|
6,823
|
|
(2,478
|
)
|
46,681
|
|
494,036
|
|
56,125
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Freedom Marine Solutions, LLC
|
13,037
|
|
300
|
|
—
|
|
1,583
|
|
14,920
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
InterDent, Inc.
|
197,621
|
|
36,173
|
|
—
|
|
(8,918
|
)
|
224,876
|
|
24,779
|
|
—
|
|
—
|
|
—
|
|
|||||||||
MITY, Inc.
|
58,894
|
|
5,143
|
|
(284
|
)
|
(16,851
|
)
|
46,902
|
|
8,149
|
|
—
|
|
276
|
|
—
|
|
|||||||||
National Property REIT Corp.
|
1,054,976
|
|
11,583
|
|
(69,181
|
)
|
7,087
|
|
1,004,465
|
|
75,249
|
|
21,000
|
|
33,634
|
|
—
|
|
|||||||||
Nationwide Loan Company LLC
|
33,853
|
|
1,206
|
|
—
|
|
(2,084
|
)
|
32,975
|
|
3,621
|
|
165
|
|
—
|
|
—
|
|
|||||||||
NMMB, Inc.
|
18,735
|
|
—
|
|
(5,500
|
)
|
10,948
|
|
24,183
|
|
958
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Pacific World Corporation
|
165,020
|
|
19,000
|
|
(9,606
|
)
|
(61,987
|
)
|
112,427
|
|
3,762
|
|
—
|
|
—
|
|
—
|
|
|||||||||
R-V Industries, Inc.
|
31,886
|
|
—
|
|
—
|
|
1,738
|
|
33,624
|
|
3,295
|
|
—
|
|
—
|
|
—
|
|
|||||||||
SB Forging Company II, Inc.
|
2,194
|
|
—
|
|
—
|
|
(2,194
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
2,204
|
|
|||||||||
Universal Turbine Parts, LLC (D)
|
—
|
|
45,129
|
|
(488
|
)
|
(16,598
|
)
|
28,043
|
|
1,970
|
|
—
|
|
—
|
|
—
|
|
|||||||||
USES Corp.
|
16,319
|
|
3,500
|
|
—
|
|
(4,094
|
)
|
15,725
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Valley Electric Company, Inc.
|
50,797
|
|
5,521
|
|
—
|
|
87,367
|
|
143,685
|
|
6,877
|
|
12,962
|
|
800
|
|
—
|
|
|||||||||
Wolf Energy, LLC
|
12
|
|
46
|
|
58
|
|
(102
|
)
|
14
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Total
|
$
|
2,404,326
|
|
$
|
181,431
|
|
$
|
(114,938
|
)
|
$
|
5,105
|
|
$
|
2,475,924
|
|
$
|
211,212
|
|
$
|
34,127
|
|
$
|
36,011
|
|
$
|
14,309
|
|
(A)
|
Gross additions include increases in the cost basis of the investments resulting from new portfolio investments, OID accretion and PIK interest, and any transfer of investments.
|
(B)
|
Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investments repayments or sales, impairments, and any transfer of investments.
|
(C)
|
In June 2019, CP Energy purchased approximately 64.1% of the common equity of Spartan Holdings, which owns 100% of Spartan, a portfolio company of Prospect. As a result of CP Energy’s purchase, and given Prospect’s controlling interest in CP Energy, our Spartan Term Loans are presented as control investments under CP Energy beginning June 30, 2019. Accordingly, Spartan was transferred from non-controlled/non-affiliate investments at $33,313, the fair market value at the beginning of the three month period ended June 30, 2019. Refer to endnote 20.
|
(D)
|
Investment was transferred from non-controlled/non-affiliate investments at $45,129, the fair market value at the beginning of the three month period ended December 31, 2018. Refer to endnote 54.
|
(48)
|
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, 2019 with these affiliated investments were as follows:
|
Portfolio Company
|
Fair Value at June 30, 2018
|
Gross Additions (Cost) (A)
|
Gross Reductions (Cost) (B)
|
Net unrealized
gains (losses) |
Fair Value at June 30, 2019
|
Interest
income |
Dividend
income |
Other
income |
Net realized
gains (losses) |
||||||||||||||||||
Edmentum Ultimate Holdings, LLC
|
$
|
35,216
|
|
$
|
8,850
|
|
$
|
(7,855
|
)
|
$
|
5,006
|
|
$
|
41,217
|
|
$
|
943
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Nixon, Inc.
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Targus Cayman HoldCo Limited
|
23,220
|
|
—
|
|
(6,106
|
)
|
(515
|
)
|
16,599
|
|
—
|
|
659
|
|
—
|
|
—
|
|
|||||||||
United Sporting Companies, Inc.(C)
|
—
|
|
58,806
|
|
—
|
|
(39,940
|
)
|
18,866
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Total
|
$
|
58,436
|
|
$
|
67,656
|
|
$
|
(13,961
|
)
|
$
|
(35,449
|
)
|
$
|
76,682
|
|
$
|
943
|
|
$
|
659
|
|
$
|
—
|
|
$
|
—
|
|
(A)
|
Gross additions include increases in the cost basis of the investments resulting from new portfolio investments, PIK interest, and any transfer of investments.
|
(B)
|
Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investments repayments or sales, impairments, and any transfer of investments.
|
(C)
|
Investment was transferred from non-controlled/non-affiliate investments at $58,806, the fair market value at the beginning of the three month period ended September 30, 2018. Refer to endnote 18.
|
(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, 2018 with these controlled investments were as follows:
|
Portfolio Company
|
Fair Value at June 30, 2017
|
Gross Additions (Cost)(A)
|
Gross Reductions (Cost)(B)
|
Net unrealized
gains (losses) |
Fair Value at June 30, 2018
|
Interest
income |
Dividend
income |
Other
income |
Net realized
gains (losses) |
||||||||||||||||||
Arctic Energy Services, LLC(C)
|
$
|
17,370
|
|
$
|
—
|
|
$
|
(60,876
|
)
|
$
|
43,506
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
CCPI Inc.
|
43,052
|
|
—
|
|
(482
|
)
|
(6,814
|
)
|
35,756
|
|
3,704
|
|
—
|
|
—
|
|
—
|
|
|||||||||
CP Energy Services Inc.(C)
|
72,216
|
|
65,976
|
|
—
|
|
(14,931
|
)
|
123,261
|
|
3,394
|
|
—
|
|
228
|
|
—
|
|
|||||||||
Credit Central Loan Company, LLC
|
64,435
|
|
2,240
|
|
—
|
|
10,002
|
|
76,677
|
|
12,755
|
|
—
|
|
903
|
|
—
|
|
|||||||||
Echelon Transportation, LLC (f/k/a Echelon Aviation LLC)
|
71,318
|
|
—
|
|
—
|
|
10,960
|
|
82,278
|
|
6,360
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Edmentum Ultimate Holdings, LLC(D)
|
46,895
|
|
5,394
|
|
(39,196
|
)
|
(13,093
|
)
|
—
|
|
572
|
|
—
|
|
—
|
|
—
|
|
|||||||||
First Tower Finance Company LLC
|
365,588
|
|
21,352
|
|
(6,735
|
)
|
62,805
|
|
443,010
|
|
47,422
|
|
—
|
|
2,664
|
|
—
|
|
|||||||||
Freedom Marine Solutions, LLC
|
23,994
|
|
982
|
|
—
|
|
(11,939
|
)
|
13,037
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Interdent, Inc.(E)
|
—
|
|
209,120
|
|
—
|
|
(11,499
|
)
|
197,621
|
|
4,775
|
|
—
|
|
—
|
|
—
|
|
|||||||||
MITY, Inc.
|
76,512
|
|
—
|
|
—
|
|
(17,618
|
)
|
58,894
|
|
8,206
|
|
—
|
|
1,093
|
|
13
|
|
|||||||||
National Property REIT Corp.
|
987,304
|
|
160,769
|
|
(124,078
|
)
|
30,981
|
|
1,054,976
|
|
90,582
|
|
11,279
|
|
8,834
|
|
—
|
|
|||||||||
Nationwide Loan Company LLC
|
36,945
|
|
4,370
|
|
—
|
|
(7,462
|
)
|
33,853
|
|
3,485
|
|
—
|
|
—
|
|
—
|
|
|||||||||
NMMB, Inc.
|
20,825
|
|
—
|
|
(1,999
|
)
|
(91
|
)
|
18,735
|
|
1,455
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Pacific World Corporation(F)
|
—
|
|
198,149
|
|
(250
|
)
|
(32,879
|
)
|
165,020
|
|
3,742
|
|
—
|
|
—
|
|
—
|
|
|||||||||
R-V Industries, Inc.
|
32,678
|
|
—
|
|
—
|
|
(792
|
)
|
31,886
|
|
3,064
|
|
—
|
|
—
|
|
—
|
|
|||||||||
SB Forging Company II, Inc.
|
1,940
|
|
—
|
|
—
|
|
254
|
|
2,194
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
USES Corp.
|
12,517
|
|
3,000
|
|
(3
|
)
|
805
|
|
16,319
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Valley Electric Company, Inc.
|
32,509
|
|
2,157
|
|
—
|
|
16,131
|
|
50,797
|
|
5,971
|
|
—
|
|
138
|
|
—
|
|
|||||||||
Wolf Energy, LLC
|
5,677
|
|
—
|
|
(3,009
|
)
|
(2,656
|
)
|
12
|
|
—
|
|
—
|
|
1,220
|
|
—
|
|
|||||||||
Total
|
$
|
1,911,775
|
|
$
|
673,509
|
|
$
|
(236,628
|
)
|
$
|
55,670
|
|
$
|
2,404,326
|
|
$
|
195,487
|
|
$
|
11,279
|
|
$
|
15,080
|
|
$
|
13
|
|
(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, 2018 with these affiliated investments were as follows:
|
Portfolio Company
|
Fair Value at June 30, 2017
|
Gross Additions (Cost)(A)
|
Gross Reductions (Cost)(B)
|
Net unrealized
gains (losses) |
Fair Value at June 30, 2018
|
Interest
income |
Dividend
income |
Other
income |
Net realized
gains (losses) |
||||||||||||||||||
Edmentum Ultimate Holdings, LLC(C)
|
$
|
—
|
|
$
|
34,416
|
|
$
|
—
|
|
$
|
800
|
|
$
|
35,216
|
|
$
|
348
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Nixon, Inc.
|
—
|
|
—
|
|
(14,197
|
)
|
14,197
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(14,197
|
)
|
|||||||||
Targus Cayman HoldCo Limited
|
11,429
|
|
1,117
|
|
—
|
|
10,674
|
|
23,220
|
|
205
|
|
—
|
|
—
|
|
846
|
|
|||||||||
Total
|
$
|
11,429
|
|
$
|
35,533
|
|
$
|
(14,197
|
)
|
$
|
25,671
|
|
$
|
58,436
|
|
$
|
553
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(13,351
|
)
|
(51)
|
BAART Programs, Inc. and MedMark Services, Inc. are joint borrowers of the second lien term loan.
|
(52)
|
During the year ended June 30, 2018, Prospect exercised its rights and remedies under its loan documents to exercise the shareholder voting rights in respect of the stock of InterDent, Inc. (“InterDent”) and to appoint a new Board of Directors of InterDent. As a result, Prospect’s investment in InterDent is classified as a control investment.
|
(53)
|
In accordance with endnote 8 of Regulation S-X Rule 12-12 - Form and Content of Schedules - Investments in securities of unaffiliated issuers, we have updated the presentation of our Consolidated Schedule of Investments to include the acquisition dates of our investments. The presentation of our Consolidated Schedule of Investments for the year ended June 30, 2018 has been similarly updated to provide comparable disclosures.
|
(54)
|
On December 10, 2018, UTP Holdings Group, Inc. (“UTP Holdings”) purchased all of the voting stock of Universal Turbine Parts, LLC (“UTP”) and appointed a new Board of Directors to UTP Holdings, consisting of three employees of the Investment Advisor. At the time UTP Holdings acquired UTP, UTP Holdings (f/k/a Harbortouch Holdings of Delaware) was a wholly-owned holding company controlled by Prospect and therefore Prospect’s investment in UTP is classified as a control investment as of June 30, 2019.
|
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, 2019
|
|
June 30, 2018
|
||||||||||||
|
Cost
|
|
Fair Value
|
|
Cost
|
|
Fair Value
|
||||||||
Revolving Line of Credit
|
$
|
33,928
|
|
|
$
|
34,239
|
|
|
$
|
38,659
|
|
|
$
|
38,559
|
|
Senior Secured Debt
|
2,687,709
|
|
|
2,449,357
|
|
|
2,602,018
|
|
|
2,481,353
|
|
||||
Subordinated Secured Debt
|
1,439,440
|
|
|
1,329,799
|
|
|
1,318,028
|
|
|
1,260,525
|
|
||||
Subordinated Unsecured Debt
|
38,933
|
|
|
33,058
|
|
|
38,548
|
|
|
32,945
|
|
||||
Small Business Loans
|
—
|
|
|
—
|
|
|
30
|
|
|
17
|
|
||||
Rated Secured Structured Notes
|
44,774
|
|
|
46,851
|
|
|
6,159
|
|
|
6,159
|
|
||||
Subordinated Structured Notes
|
1,103,751
|
|
|
850,694
|
|
|
1,096,768
|
|
|
954,035
|
|
||||
Equity
|
583,767
|
|
|
909,555
|
|
|
731,248
|
|
|
953,686
|
|
||||
Total Investments
|
$
|
5,932,302
|
|
|
$
|
5,653,553
|
|
|
$
|
5,831,458
|
|
|
$
|
5,727,279
|
|
•
|
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.
|
•
|
Rated Secured Structured Notes includes our investments in the “debt” class of security of CLO funds.
|
•
|
Subordinated Structured Notes 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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34,239
|
|
|
$
|
34,239
|
|
Senior Secured Debt
|
—
|
|
|
—
|
|
|
2,449,357
|
|
|
2,449,357
|
|
||||
Subordinated Secured Debt
|
—
|
|
|
—
|
|
|
1,329,799
|
|
|
1,329,799
|
|
||||
Subordinated Unsecured Debt
|
—
|
|
|
—
|
|
|
33,058
|
|
|
33,058
|
|
||||
Small Business Loans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Rated Secured Structured Notes
|
—
|
|
|
—
|
|
|
46,851
|
|
|
46,851
|
|
||||
Subordinated Structured Notes
|
—
|
|
|
—
|
|
|
850,694
|
|
|
850,694
|
|
||||
Equity
|
—
|
|
|
—
|
|
|
909,555
|
|
|
909,555
|
|
||||
Total Investments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,653,553
|
|
|
$
|
5,653,553
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Revolving Line of Credit
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
38,559
|
|
|
$
|
38,559
|
|
Senior Secured Debt
|
—
|
|
|
—
|
|
|
2,481,353
|
|
|
2,481,353
|
|
||||
Subordinated Secured Debt
|
—
|
|
|
—
|
|
|
1,260,525
|
|
|
1,260,525
|
|
||||
Subordinated Unsecured Debt
|
—
|
|
|
—
|
|
|
32,945
|
|
|
32,945
|
|
||||
Small Business Loans
|
—
|
|
|
—
|
|
|
17
|
|
|
17
|
|
||||
Rated Secured Structured Notes
|
—
|
|
|
—
|
|
|
6,159
|
|
|
6,159
|
|
||||
Subordinated Structured Notes
|
—
|
|
|
—
|
|
|
954,035
|
|
|
954,035
|
|
||||
Equity
|
—
|
|
|
—
|
|
|
953,686
|
|
|
953,686
|
|
||||
Total Investments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,727,279
|
|
|
$
|
5,727,279
|
|
|
Fair Value Measurements Using Unobservable Inputs (Level 3)
|
||||||||||||||
|
Control
Investments
|
|
Affiliate
Investments
|
|
Non-Control/
Non-Affiliate
Investments
|
|
Total
|
||||||||
Fair value as of June 30, 2018
|
$
|
2,404,326
|
|
|
$
|
58,436
|
|
|
$
|
3,264,517
|
|
|
$
|
5,727,279
|
|
Net realized gains (losses) on investments
|
14,309
|
|
|
—
|
|
|
(811
|
)
|
|
13,498
|
|
||||
Net change in unrealized gains (losses)
|
5,105
|
|
|
(35,449
|
)
|
|
(144,225
|
)
|
|
(174,569
|
)
|
||||
Net realized and unrealized gains (losses)
|
19,414
|
|
|
(35,449
|
)
|
|
(145,036
|
)
|
|
(161,071
|
)
|
||||
Purchases of portfolio investments
|
63,780
|
|
|
7,855
|
|
|
589,273
|
|
|
660,908
|
|
||||
Payment-in-kind interest
|
38,171
|
|
|
995
|
|
|
4,469
|
|
|
43,635
|
|
||||
Accretion of discounts and premiums, net
|
1,038
|
|
|
—
|
|
|
8,557
|
|
|
9,595
|
|
||||
Repayments and sales of portfolio investments
|
(129,247
|
)
|
|
(13,961
|
)
|
|
(483,585
|
)
|
|
(626,793
|
)
|
||||
Transfers within Level 3(1)
|
78,442
|
|
|
58,806
|
|
|
(137,248
|
)
|
|
—
|
|
||||
Transfers in (out) of Level 3(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fair value as of June 30, 2019
|
$
|
2,475,924
|
|
|
$
|
76,682
|
|
|
$
|
3,100,947
|
|
|
$
|
5,653,553
|
|
|
Revolving Line of Credit
|
|
Senior Secured
Debt |
|
Subordinated Secured Debt
|
|
Subordinated Unsecured Debt
|
|
Small Business Loans
|
|
Rated Secured Structured Notes
|
|
Subordinated Structured Notes
|
|
Equity
|
|
Total
|
||||||||||||||||||
Fair value as of June 30, 2018
|
$
|
38,559
|
|
|
$
|
2,481,353
|
|
|
$
|
1,260,525
|
|
|
$
|
32,945
|
|
|
$
|
17
|
|
|
$
|
6,159
|
|
|
$
|
954,035
|
|
|
$
|
953,686
|
|
|
$
|
5,727,279
|
|
Net realized (losses) gains on investments
|
—
|
|
|
(819
|
)
|
|
—
|
|
|
—
|
|
|
94
|
|
|
—
|
|
|
—
|
|
|
14,223
|
|
|
13,498
|
|
|||||||||
Net change in unrealized gains (losses)
|
410
|
|
|
(117,689
|
)
|
|
(52,139
|
)
|
|
(272
|
)
|
|
13
|
|
|
2,078
|
|
|
(110,322
|
)
|
|
103,352
|
|
|
(174,569
|
)
|
|||||||||
Net realized and unrealized gains (losses)
|
410
|
|
|
(118,508
|
)
|
|
(52,139
|
)
|
|
(272
|
)
|
|
107
|
|
|
2,078
|
|
|
(110,322
|
)
|
|
117,575
|
|
|
(161,071
|
)
|
|||||||||
Purchases of portfolio investments
|
16,855
|
|
|
381,170
|
|
|
315,531
|
|
|
—
|
|
|
—
|
|
|
38,526
|
|
|
6,884
|
|
|
(98,058
|
)
|
|
660,908
|
|
|||||||||
Payment-in-kind interest
|
326
|
|
|
28,231
|
|
|
14,408
|
|
|
670
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43,635
|
|
|||||||||
Accretion of discounts and premiums
|
—
|
|
|
2,759
|
|
|
6,651
|
|
|
—
|
|
|
—
|
|
|
88
|
|
|
97
|
|
|
—
|
|
|
9,595
|
|
|||||||||
Repayments and sales of portfolio investments
|
(21,911
|
)
|
|
(325,648
|
)
|
|
(215,177
|
)
|
|
(285
|
)
|
|
(124
|
)
|
|
—
|
|
|
—
|
|
|
(63,648
|
)
|
|
(626,793
|
)
|
|||||||||
Transfers within Level 3(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Transfers in (out) of Level 3(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Fair value as of June 30, 2019
|
$
|
34,239
|
|
|
$
|
2,449,357
|
|
|
$
|
1,329,799
|
|
|
$
|
33,058
|
|
|
$
|
—
|
|
|
$
|
46,851
|
|
|
$
|
850,694
|
|
|
$
|
909,555
|
|
|
$
|
5,653,553
|
|
(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, 2017
|
$
|
1,911,775
|
|
|
$
|
11,429
|
|
|
$
|
3,915,101
|
|
|
$
|
5,838,305
|
|
Net realized (losses) gains on investments
|
13
|
|
|
(13,351
|
)
|
|
(6,036
|
)
|
|
(19,374
|
)
|
||||
Net change in unrealized gains (losses)
|
55,670
|
|
|
25,671
|
|
|
(42,270
|
)
|
|
39,071
|
|
||||
Net realized and unrealized gains (losses)
|
55,683
|
|
|
12,320
|
|
|
(48,306
|
)
|
|
19,697
|
|
||||
Purchases of portfolio investments
|
212,531
|
|
|
3,588
|
|
|
1,505,134
|
|
|
1,721,253
|
|
||||
Payment-in-kind interest
|
6,164
|
|
|
583
|
|
|
2,657
|
|
|
9,404
|
|
||||
Accretion (amortization) of discounts and premiums, net
|
2,240
|
|
|
—
|
|
|
(33,245
|
)
|
|
(31,005
|
)
|
||||
Repayments and sales of portfolio investments
|
(144,405
|
)
|
|
(846
|
)
|
|
(1,685,124
|
)
|
|
(1,830,375
|
)
|
||||
Transfers within Level 3(1)
|
360,338
|
|
|
31,362
|
|
|
(391,700
|
)
|
|
—
|
|
||||
Transfers in (out) of Level 3(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fair value as of June 30, 2018
|
$
|
2,404,326
|
|
|
$
|
58,436
|
|
|
$
|
3,264,517
|
|
|
$
|
5,727,279
|
|
|
Revolving Line of Credit
|
|
Senior Secured
Debt |
|
Subordinated Secured Debt
|
|
Subordinated Unsecured Debt
|
|
Small Business Loans
|
|
Rated Secured Structured Notes
|
|
Subordinated Structured Notes
|
|
Equity
|
|
Total
|
||||||||||||||||||
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
|
|
Net realized (losses) gains on investments
|
—
|
|
|
(16,795
|
)
|
|
—
|
|
|
13
|
|
|
(357
|
)
|
|
—
|
|
|
(2,275
|
)
|
|
40
|
|
|
(19,374
|
)
|
|||||||||
Net change in unrealized (losses) gains
|
(100
|
)
|
|
20,701
|
|
|
(4,524
|
)
|
|
(12,103
|
)
|
|
456
|
|
|
—
|
|
|
(72,439
|
)
|
|
107,080
|
|
|
39,071
|
|
|||||||||
Net realized and unrealized (losses) gains
|
(100
|
)
|
|
3,906
|
|
|
(4,524
|
)
|
|
(12,090
|
)
|
|
99
|
|
|
—
|
|
|
(74,714
|
)
|
|
107,120
|
|
|
19,697
|
|
|||||||||
Purchases of portfolio investments
|
19,308
|
|
|
1,138,304
|
|
|
365,845
|
|
|
—
|
|
|
7,552
|
|
|
6,159
|
|
|
48,187
|
|
|
135,898
|
|
|
1,721,253
|
|
|||||||||
Payment-in-kind interest
|
—
|
|
|
5,360
|
|
|
3,429
|
|
|
615
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,404
|
|
|||||||||
Accretion (amortization) of discounts and premiums
|
—
|
|
|
3,307
|
|
|
5,756
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40,068
|
)
|
|
—
|
|
|
(31,005
|
)
|
|||||||||
Repayments and sales of portfolio investments
|
(8,058
|
)
|
|
(1,511,024
|
)
|
|
(217,021
|
)
|
|
(14
|
)
|
|
(15,598
|
)
|
|
—
|
|
|
(59,082
|
)
|
|
(19,578
|
)
|
|
(1,830,375
|
)
|
|||||||||
Transfers within Level 3(1)
|
—
|
|
|
42,704
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42,704
|
)
|
|
—
|
|
|||||||||
Transfers in (out) of Level 3(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Fair value as of June 30, 2018
|
$
|
38,559
|
|
|
$
|
2,481,353
|
|
|
$
|
1,260,525
|
|
|
$
|
32,945
|
|
|
$
|
17
|
|
|
$
|
6,159
|
|
|
$
|
954,035
|
|
|
$
|
953,686
|
|
|
$
|
5,727,279
|
|
(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
|
|
$
|
1,260,526
|
|
|
Discounted Cash Flow
(Yield analysis)
|
|
Market yield
|
|
5.6% - 19.1%
|
|
10.3%
|
Senior Secured Debt
|
|
434,524
|
|
|
Enterprise Value Waterfall (Market approach)
|
|
EBITDA multiple
|
|
3.0x - 9.5x
|
|
7.7x
|
|
Senior Secured Debt
|
|
128,152
|
|
|
Enterprise Value Waterfall (Market approach)
|
|
Revenue multiple
|
|
0.5x - 1.3x
|
|
1.1x
|
|
Senior Secured Debt
|
|
54,841
|
|
|
Enterprise Value Waterfall (Discounted cash flow)
|
|
Discount rate
|
|
7.6% - 10.5%
|
|
8.9%
|
|
Senior Secured Debt (1)
|
|
172,000
|
|
|
Enterprise Value Waterfall
|
|
Loss-adjusted discount rate
|
|
3.9% - 14.1%
|
|
10.6%
|
|
Senior Secured Debt (2)
|
|
433,553
|
|
|
Enterprise Value Waterfall (NAV Analysis)
|
|
Capitalization Rate
|
|
3.9% - 7.9%
|
|
5.9%
|
|
|
Discounted Cash Flow
|
|
Discount rate
|
|
6.5% - 7.5%
|
|
7.0%
|
|||||
Subordinated Secured Debt
|
|
930,385
|
|
|
Discounted Cash Flow
(Yield analysis)
|
|
Market yield
|
|
6.1% - 26.4%
|
|
11.5%
|
|
Subordinated Secured Debt
|
|
28,622
|
|
|
Enterprise Value Waterfall (Market approach)
|
|
EBITDA multiple
|
|
8.0x - 9.0x
|
|
8.5x
|
|
Subordinated Secured Debt
|
|
18,866
|
|
|
Liquidation Analysis
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Subordinated Secured Debt (3)
|
|
351,926
|
|
|
Enterprise Value Waterfall (Market approach)
|
|
Book value multiple
|
|
0.8x - 3.0x
|
|
2.7x
|
|
Subordinated Unsecured Debt
|
|
33,058
|
|
|
Enterprise Value Waterfall (Market approach)
|
|
EBITDA multiple
|
|
5.8x - 11.3x
|
|
10.8x
|
|
Rated Secured Structured Notes
|
|
46,851
|
|
|
Discounted Cash Flow
|
|
Discount rate (4)
|
|
10.7% - 11.1%
|
|
10.9%
|
|
Subordinated Structured Notes
|
|
850,694
|
|
|
Discounted Cash Flow
|
|
Discount rate (4)
|
|
2.2% - 34.2%
|
|
19.8%
|
|
Preferred Equity
|
|
84,294
|
|
|
Enterprise Value Waterfall (Market approach)
|
|
EBITDA multiple
|
|
4.0x - 8.5x
|
|
7.1x
|
|
Common Equity/Interests/Warrants
|
|
127,814
|
|
|
Enterprise value waterfall (Market approach)
|
|
EBITDA multiple
|
|
5.8x - 9.0x
|
|
6.5x
|
|
Common Equity/Interests/Warrants (1)
|
|
4,778
|
|
|
Enterprise value waterfall
|
|
Loss-adjusted discount rate
|
|
3.9% - 14.1%
|
|
10.6%
|
|
Common Equity/Interests/Warrants (2)
|
|
297,525
|
|
|
Enterprise value waterfall (NAV analysis)
|
|
Capitalization rate
|
|
3.9% - 7.9%
|
|
5.9%
|
|
|
Discounted cash flow
|
|
Discount rate
|
|
6.5% - 7.5%
|
|
7.0%
|
|||||
Common Equity/Interests/Warrants (5)
|
|
246,502
|
|
|
Enterprise value waterfall (Market approach)
|
|
Book value multiple
|
|
0.8x - 3.0x
|
|
2.6x
|
|
Common Equity/Interests/Warrants (6)
|
|
96,609
|
|
|
Discounted cash flow
|
|
Capitalization rate
|
|
3.9% - 7.9%
|
|
5.9%
|
|
Common Equity/Interests/Warrants
|
|
34,860
|
|
|
Discounted cash flow
|
|
Discount rate
|
|
7.1% - 14.6%
|
|
8.4%
|
|
Common Equity/Interests/Warrants
|
|
14,934
|
|
|
Liquidation analysis
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Escrow Receivable
|
|
2,239
|
|
|
Discounted cash flow
|
|
Discount rate
|
|
6.1% - 7.2%
|
|
6.7%
|
|
Total Level 3 Investments
|
|
$
|
5,653,553
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents an investment in a Real Estate Investment subsidiary. The Enterprise Value analysis includes the fair value of our 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 above. In addition, the valuation also used projected loss rates as an unobservable input ranging from 0.0%-12.5%, with a weighted average of 1.3%.
|
(2)
|
Represents Real Estate Investments. Enterprise Value Waterfall methodology uses both the net asset value analysis and discounted cash flow technique, which are weighted equally (50%).
|
(3)
|
Represents investments in consumer finance subsidiaries. The enterprise value waterfall methodology utilizes book value multiples as noted above. In addition, the valuation of certain consumer finance companies utilizes the enterprise value waterfall technique whereby the significant unobservable input is the earnings multiple and the discounted cash flow technique whereby the significant unobservable input is the discount rate. For these companies the earnings multiple ranges from 8.8x to 12.5x with a weighted average of 11.5x and the discount rate ranges from 12.7% to 14.6% with a weighted average of 13.3%.
|
(4)
|
Represents the implied discount rate based on our internally generated single-cash flow model that is derived from the fair value estimated by the corresponding multi-path cash flow model utilized by the independent valuation firm.
|
(5)
|
Represents investments in consumer finance subsidiaries. The enterprise value waterfall methodology utilizes book value multiples as noted above. In addition, the valuation of certain consumer finance companies utilizes the enterprise value waterfall technique whereby the significant unobservable input is the earnings multiple and the discounted cash flow technique whereby the significant unobservable input is the discount rate. For these companies the earnings multiple ranges from 8.8x to 12.5x with a weighted average of 11.8x and the discount rate ranges from 12.7% to 14.6% with a weighted average of 13.3%.
|
(6)
|
Represents Residual Profit Interests in Real Estate Investments.
|
|
|
|
|
|
|
Unobservable Input
|
||||||
Asset Category
|
|
Fair Value
|
|
Primary Valuation Approach or Technique
|
|
Input
|
|
Range
|
|
Weighted
Average
|
||
Senior Secured Debt
|
|
$
|
1,409,584
|
|
|
Discounted Cash Flow
(Yield analysis) |
|
Market Yield
|
|
7.0%-21.2%
|
|
11.3%
|
Senior Secured Debt
|
|
361,720
|
|
|
Enterprise Value Waterfall (Market approach)
|
|
EBITDA Multiple
|
|
4.0x-10.3x
|
|
8.3x
|
|
Senior Secured Debt
|
|
181,339
|
|
|
Enterprise Value Waterfall (Market approach)
|
|
Revenue Multiple
|
|
0.3x-1.6x
|
|
1.4x
|
|
Senior Secured Debt
|
|
47,099
|
|
|
Enterprise Value Waterfall (Discounted cash flow)
|
|
Discount Rate
|
|
7.5%-16.1%
|
|
10.7%
|
|
Senior Secured Debt
|
|
787
|
|
|
Liquidation Analysis
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Senior Secured Debt (1)
|
|
226,180
|
|
|
Enterprise Value Waterfall
|
|
Loss-adjusted discount rate
|
|
3.0%-14.2%
|
|
11.0%
|
|
Senior Secured Debt (2)
|
|
293,203
|
|
|
Enterprise Value Waterfall (NAV Analysis)
|
|
Capitalization Rate
|
|
3.3%-8.7%
|
|
6.0%
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
6.5%-7.5%
|
|
7.0%
|
|||||
Subordinated Secured Debt
|
|
830,766
|
|
|
Discounted Cash Flow
(Yield analysis) |
|
Market Yield
|
|
7.6%-22.5%
|
|
11.7%
|
|
Subordinated Secured Debt
|
|
28,622
|
|
|
Enterprise Value Waterfall (Market approach)
|
|
EBITDA Multiple
|
|
6.5x-7.5x
|
|
0.07
|
|
Subordinated Secured Debt
|
|
58,806
|
|
|
Enterprise Value Waterfall (Market approach)
|
|
Revenue Multiple
|
|
0.3x-0.4x
|
|
0.4x
|
|
Subordinated Secured Debt (3)
|
|
342,331
|
|
|
Enterprise Value Waterfall (Market approach)
|
|
Book Value Multiple
|
|
0.8x-3.1x
|
|
2.5x
|
|
|
|
|
Earnings Multiple
|
|
7.5x-13.0x
|
|
11.9x
|
|||||
Subordinated Unsecured Debt
|
|
32,945
|
|
|
Enterprise Value Waterfall (Market approach)
|
|
EBITDA Multiple
|
|
5.8x-11.5x
|
|
9.7%
|
|
Small Business Loans (4)
|
|
17
|
|
|
Discounted Cash Flow
|
|
Loss-adjusted Discount Rate
|
|
13.0%-24.3%
|
|
15.5%
|
|
Subordinated Structured Notes
|
|
960,194
|
|
|
Discounted Cash Flow
|
|
Discount rate (6)
|
|
2.33%-24.28%
|
|
17.24%
|
|
Preferred Equity
|
|
73,792
|
|
|
Enterprise Value Waterfall (Market approach)
|
|
EBITDA Multiple
|
|
4.0x-9.0x
|
|
7.9x
|
|
Preferred Equity
|
|
2,194
|
|
|
Liquidation Analysis
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Common Equity/Interests/Warrants
|
|
81,753
|
|
|
Enterprise Value Waterfall (Market approach)
|
|
EBITDA Multiple
|
|
5.0x-9.0x
|
|
6.8x
|
|
Common Equity/Interests/Warrants (1)
|
|
16,881
|
|
|
Enterprise Value Waterfall
|
|
Loss-adjusted discount rate
|
|
3.0%-14.2%
|
|
11.0%
|
|
Common Equity/Interests/Warrants (2)
|
|
419,224
|
|
|
Enterprise Value Waterfall (NAV analysis)
|
|
Capitalization Rate
|
|
3.3%-8.7%
|
|
6.0%
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
6.5%-7.5%
|
|
7.0%
|
|||||
Common Equity/Interests/Warrants (3)
|
|
209,583
|
|
|
Enterprise Value Waterfall (Market approach)
|
|
Book Value Multiple
|
|
0.8x-3.1x
|
|
2.4x
|
|
|
|
|
Earnings Multiple
|
|
7.5x-13.0x
|
|
11.9x
|
|||||
Common Equity/Interests/Warrants (5)
|
|
99,488
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
6.5%-7.5%
|
|
7.0%
|
|
Common Equity/Interests/Warrants
|
|
36,805
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
7.5%-15.5%
|
|
8.8%
|
|
Common Equity/Interests/Warrants
|
|
13,049
|
|
|
Liquidation Analysis
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Escrow Receivable
|
|
917
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
7.3%-8.4%
|
|
7.9%
|
|
Total Level 3 Investments
|
|
$
|
5,727,279
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents an investment in a Real Estate Investment subsidiary. The Enterprise Value analysis includes the fair value of our 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 above. In addition, the valuation also used projected loss rates as an unobservable input ranging from 0.0%-20.7%, with a weighted average of 4.2%.
|
(2)
|
Represents our REIT investments. EV waterfall methodology uses both the net asset value analysis and discounted cash flow technique, 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 15.5% with a weighted average of 14.2%.
|
(4)
|
Includes our investments in small business whole loans purchased from OnDeck. Valuation also used projected loss rates as an unobservable input ranging from 0.00%-0.06%, with a weighted average of 0.01%.
|
(5)
|
Represents net operating income interests in our REIT investments.
|
(6)
|
Represents the implied discount rate based on our internally generated single-cash flows that is derived from the fair value estimated by the corresponding multi-path cash flow model utilized by the independent valuation firm.
|
Loan Type
|
|
Outstanding Principal Balance
|
|
Fair Value
|
|
Weighted Average Interest Rate*
|
||||
Super Prime
|
|
$
|
9,466
|
|
|
$
|
9,168
|
|
|
12.5%
|
Prime
|
|
25,335
|
|
|
24,181
|
|
|
17.4%
|
||
Near Prime
|
|
73,947
|
|
|
69,163
|
|
|
26.7%
|
No.
|
|
Property Name
|
|
City
|
|
Acquisition
Date |
|
Purchase
Price |
|
Mortgage
Outstanding |
||||
1
|
|
Filet of Chicken
|
|
Forest Park, GA
|
|
10/24/2012
|
|
$
|
7,400
|
|
|
$
|
—
|
|
2
|
|
Arlington Park Marietta, LLC
|
|
Marietta, GA
|
|
5/8/2013
|
|
14,850
|
|
|
—
|
|
||
3
|
|
NPRC Carroll Resort, LLC
|
|
Pembroke Pines, FL
|
|
6/24/2013
|
|
225,000
|
|
|
172,664
|
|
||
4
|
|
Cordova Regency, LLC
|
|
Pensacola, FL
|
|
11/15/2013
|
|
13,750
|
|
|
11,289
|
|
||
5
|
|
Crestview at Oakleigh, LLC
|
|
Pensacola, FL
|
|
11/15/2013
|
|
17,500
|
|
|
13,739
|
|
||
6
|
|
Inverness Lakes, LLC
|
|
Mobile, AL
|
|
11/15/2013
|
|
29,600
|
|
|
24,512
|
|
||
7
|
|
Kings Mill Pensacola, LLC
|
|
Pensacola, FL
|
|
11/15/2013
|
|
20,750
|
|
|
17,416
|
|
||
8
|
|
Plantations at Pine Lake, LLC
|
|
Tallahassee, FL
|
|
11/15/2013
|
|
18,000
|
|
|
13,984
|
|
No.
|
|
Property Name
|
|
City
|
|
Acquisition
Date |
|
Purchase
Price |
|
Mortgage
Outstanding |
||||
9
|
|
Verandas at Rocky Ridge, LLC
|
|
Birmingham, AL
|
|
11/15/2013
|
|
15,600
|
|
|
10,127
|
|
||
10
|
|
NPH Carroll Bartram Park, LLC
|
|
Jacksonville, FL
|
|
12/31/2013
|
|
38,000
|
|
|
26,652
|
|
||
11
|
|
Crestview at Cordova, LLC
|
|
Pensacola, FL
|
|
1/17/2014
|
|
8,500
|
|
|
7,603
|
|
||
12
|
|
Taco Bell, OK
|
|
Yukon, OK
|
|
6/4/2014
|
|
1,719
|
|
|
—
|
|
||
13
|
|
Taco Bell, MO
|
|
Marshall, MO
|
|
6/4/2014
|
|
1,405
|
|
|
—
|
|
||
14
|
|
23 Mile Road Self Storage, LLC
|
|
Chesterfield, MI
|
|
8/19/2014
|
|
5,804
|
|
|
4,350
|
|
||
15
|
|
36th Street Self Storage, LLC
|
|
Wyoming, MI
|
|
8/19/2014
|
|
4,800
|
|
|
3,600
|
|
||
16
|
|
Ball Avenue Self Storage, LLC
|
|
Grand Rapids, MI
|
|
8/19/2014
|
|
7,281
|
|
|
5,460
|
|
||
17
|
|
Ford Road Self Storage, LLC
|
|
Westland, MI
|
|
8/29/2014
|
|
4,642
|
|
|
3,480
|
|
||
18
|
|
Ann Arbor Kalamazoo Self Storage, LLC
|
|
Ann Arbor, MI
|
|
8/29/2014
|
|
4,458
|
|
|
3,345
|
|
||
19
|
|
Ann Arbor Kalamazoo Self Storage, LLC
|
|
Ann Arbor, MI
|
|
8/29/2014
|
|
8,927
|
|
|
6,695
|
|
||
20
|
|
Ann Arbor Kalamazoo Self Storage, LLC
|
|
Kalamazoo, MI
|
|
8/29/2014
|
|
2,363
|
|
|
1,775
|
|
||
21
|
|
Canterbury Green Apartments Holdings LLC
|
|
Fort Wayne, IN
|
|
9/29/2014
|
|
85,500
|
|
|
86,443
|
|
||
22
|
|
Abbie Lakes OH Partners, LLC
|
|
Canal Winchester, OH
|
|
9/30/2014
|
|
12,600
|
|
|
14,226
|
|
||
23
|
|
Kengary Way OH Partners, LLC
|
|
Reynoldsburg, OH
|
|
9/30/2014
|
|
11,500
|
|
|
15,920
|
|
||
24
|
|
Lakeview Trail OH Partners, LLC
|
|
Canal Winchester, OH
|
|
9/30/2014
|
|
26,500
|
|
|
28,935
|
|
||
25
|
|
Lakepoint OH Partners, LLC
|
|
Pickerington, OH
|
|
9/30/2014
|
|
11,000
|
|
|
14,480
|
|
||
26
|
|
Sunbury OH Partners, LLC
|
|
Columbus, OH
|
|
9/30/2014
|
|
13,000
|
|
|
15,352
|
|
||
27
|
|
Heatherbridge OH Partners, LLC
|
|
Blacklick, OH
|
|
9/30/2014
|
|
18,416
|
|
|
18,328
|
|
||
28
|
|
Jefferson Chase OH Partners, LLC
|
|
Blacklick, OH
|
|
9/30/2014
|
|
13,551
|
|
|
19,480
|
|
||
29
|
|
Goldenstrand OH Partners, LLC
|
|
Hilliard, OH
|
|
10/29/2014
|
|
7,810
|
|
|
11,880
|
|
||
30
|
|
Jolly Road Self Storage, LLC
|
|
Okemos, MI
|
|
1/16/2015
|
|
7,492
|
|
|
5,620
|
|
||
31
|
|
Eaton Rapids Road Self Storage, LLC
|
|
Lansing West, MI
|
|
1/16/2015
|
|
1,741
|
|
|
1,305
|
|
||
32
|
|
Haggerty Road Self Storage, LLC
|
|
Novi, MI
|
|
1/16/2015
|
|
6,700
|
|
|
5,025
|
|
||
33
|
|
Waldon Road Self Storage, LLC
|
|
Lake Orion, MI
|
|
1/16/2015
|
|
6,965
|
|
|
5,225
|
|
||
34
|
|
Tyler Road Self Storage, LLC
|
|
Ypsilanti, MI
|
|
1/16/2015
|
|
3,507
|
|
|
2,630
|
|
||
35
|
|
SSIL I, LLC
|
|
Aurora, IL
|
|
11/5/2015
|
|
34,500
|
|
|
26,450
|
|
||
36
|
|
Vesper Tuscaloosa, LLC
|
|
Tuscaloosa, AL
|
|
9/28/2016
|
|
54,500
|
|
|
43,098
|
|
||
37
|
|
Vesper Iowa City, LLC
|
|
Iowa City, IA
|
|
9/28/2016
|
|
32,750
|
|
|
24,825
|
|
||
38
|
|
Vesper Corpus Christi, LLC
|
|
Corpus Christi, TX
|
|
9/28/2016
|
|
14,250
|
|
|
10,800
|
|
||
39
|
|
Vesper Campus Quarters, LLC
|
|
Corpus Christi, TX
|
|
9/28/2016
|
|
18,350
|
|
|
14,175
|
|
||
40
|
|
Vesper College Station, LLC
|
|
College Station, TX
|
|
9/28/2016
|
|
41,500
|
|
|
32,058
|
|
||
41
|
|
Vesper Kennesaw, LLC
|
|
Kennesaw, GA
|
|
9/28/2016
|
|
57,900
|
|
|
48,623
|
|
||
42
|
|
Vesper Statesboro, LLC
|
|
Statesboro, GA
|
|
9/28/2016
|
|
7,500
|
|
|
7,480
|
|
||
43
|
|
Vesper Manhattan KS, LLC
|
|
Manhattan, KS
|
|
9/28/2016
|
|
23,250
|
|
|
15,459
|
|
||
44
|
|
JSIP Union Place, LLC
|
|
Franklin, MA
|
|
12/7/2016
|
|
64,750
|
|
|
51,800
|
|
||
45
|
|
9220 Old Lantern Way, LLC
|
|
Laurel, MD
|
|
1/30/2017
|
|
187,250
|
|
|
153,580
|
|
||
46
|
|
7915 Baymeadows Circle Owner, LLC
|
|
Jacksonville, FL
|
|
10/31/2017
|
|
95,700
|
|
|
76,560
|
|
||
47
|
|
8025 Baymeadows Circle Owner, LLC
|
|
Jacksonville, FL
|
|
10/31/2017
|
|
15,300
|
|
|
12,240
|
|
||
48
|
|
23275 Riverside Drive Owner, LLC
|
|
Southfield, MI
|
|
11/8/2017
|
|
52,000
|
|
|
44,044
|
|
||
49
|
|
23741 Pond Road Owner, LLC
|
|
Southfield, MI
|
|
11/8/2017
|
|
16,500
|
|
|
14,185
|
|
||
50
|
|
150 Steeplechase Way Owner, LLC
|
|
Largo, MD
|
|
1/10/2018
|
|
44,500
|
|
|
36,668
|
|
||
51
|
|
Laurel Pointe Holdings, LLC
|
|
Forest Park, GA
|
|
5/9/2018
|
|
33,005
|
|
|
26,400
|
|
||
52
|
|
Bradford Ridge Holdings, LLC
|
|
Forest Park, GA
|
|
5/9/2018
|
|
12,500
|
|
|
10,000
|
|
No.
|
|
Property Name
|
|
City
|
|
Acquisition
Date |
|
Purchase
Price |
|
Mortgage
Outstanding |
||||
53
|
|
Olentangy Commons Owner LLC
|
|
Columbus, OH
|
|
6/1/2018
|
|
113,000
|
|
|
92,876
|
|
||
54
|
|
Villages of Wildwood Holdings LLC
|
|
Fairfield, OH
|
|
7/20/2018
|
|
46,500
|
|
|
39,525
|
|
||
55
|
|
Falling Creek Holdings LLC
|
|
Richmond, VA
|
|
8/8/2018
|
|
25,000
|
|
|
19,335
|
|
||
56
|
|
Crown Pointe Passthrough LLC
|
|
Danbury, CT
|
|
8/30/2018
|
|
108,500
|
|
|
89,400
|
|
||
57
|
|
Ashwood Ridge Holdings LLC
|
|
Jonesboro, GA
|
|
9/21/2018
|
|
9,600
|
|
|
7,300
|
|
||
58
|
|
Lorring Owner LLC
|
|
Forestville, MD
|
|
10/30/2018
|
|
58,521
|
|
|
47,680
|
|
||
59
|
|
Hamptons Apartments Owner, LLC
|
|
Beachwood, OH
|
|
1/9/2019
|
|
96,500
|
|
|
79,520
|
|
||
60
|
|
5224 Long Road Holdings, LLC
|
|
Orlando, FL
|
|
6/28/2019
|
|
26,500
|
|
|
21,200
|
|
||
|
|
|
|
Orlando, FL
|
|
|
|
$
|
1,966,757
|
|
|
$
|
1,616,821
|
|
Balance Sheet
|
December 31, 2017
|
||
Current assets
|
$
|
6,382
|
|
Non-current assets
|
36,478
|
|
|
Current liabilities
|
2,213
|
|
|
Non-current liabilities
|
3,040
|
|
|
For the twelve months ended
|
||
Summary of Operations
|
December 31, 2017
|
||
Total revenue
|
$
|
23,155
|
|
Cost of sales
|
—
|
|
|
Operating expenses
|
13,125
|
|
|
Other expenses (including tax expense)
|
13,054
|
|
|
Net income (loss)
|
$
|
(3,024
|
)
|
Balance Sheet(1)
|
June 30, 2019
|
|
June 30, 2018
|
||||
Current assets
|
$
|
33,381
|
|
|
$
|
61,204
|
|
Non-current assets
|
66,824
|
|
|
93,020
|
|
||
Current liabilities
|
42,544
|
|
|
46,002
|
|
||
Non-current liabilities
|
211,508
|
|
|
195,215
|
|
|
For the six months ended
|
|
For the years ended December 31,
|
||||||||||||
Summary of Operations (1)
|
June 30, 2019
|
|
2018
|
|
2017
|
|
2016
|
||||||||
Net sales
|
$
|
41,381
|
|
|
$
|
101,859
|
|
|
$
|
120,953
|
|
|
$
|
141,214
|
|
Cost of sales
|
32,373
|
|
|
90,142
|
|
|
77,741
|
|
|
89,377
|
|
||||
Selling, general and administrative expenses
|
20,659
|
|
|
61,984
|
|
|
48,496
|
|
|
50,670
|
|
||||
Interest expense
|
12,386
|
|
|
23,021
|
|
|
19,182
|
|
|
17,370
|
|
||||
Other expense (income), net
|
679
|
|
|
2,913
|
|
|
(2,067
|
)
|
|
4,214
|
|
||||
Income tax expense (benefit)
|
178
|
|
|
(1,217
|
)
|
|
(3,993
|
)
|
|
1,020
|
|
||||
Net loss
|
$
|
(24,894
|
)
|
|
$
|
(74,984
|
)
|
|
$
|
(18,406
|
)
|
|
$
|
(21,437
|
)
|
Balance Sheet (1)
|
June 30, 2019
|
|
June 30, 2018
|
||||
Current assets
|
$
|
79,981
|
|
|
$
|
51,220
|
|
Non-current assets
|
15,004
|
|
|
15,540
|
|
||
Current liabilities
|
50,994
|
|
|
32,877
|
|
||
Non-current liabilities
|
16,212
|
|
|
12,777
|
|
|
For the twelve months ended
|
||||||||||
Summary of Operations (1)
|
June 30, 2019
|
|
June 30, 2018
|
|
June 30, 2017
|
||||||
Total revenue
|
$
|
255,526
|
|
|
$
|
142,711
|
|
|
$
|
129,399
|
|
Cost of sales
|
213,797
|
|
|
126,108
|
|
|
115,690
|
|
|||
Operating expenses
|
15,133
|
|
|
10,972
|
|
|
11,160
|
|
|||
Other expenses (including tax expense)
|
8,087
|
|
|
6,445
|
|
|
5,877
|
|
|||
Net income (loss)
|
$
|
18,509
|
|
|
$
|
(814
|
)
|
|
$
|
(3,328
|
)
|
Balance Sheet (1)
|
May 31, 2019
|
|
June 30, 2018
|
||||
Current assets
|
$
|
19,765
|
|
|
$
|
22,088
|
|
Non-current assets
|
27,349
|
|
|
32,614
|
|
||
Current liabilities
|
21,182
|
|
|
21,502
|
|
||
Non-current liabilities
|
113,544
|
|
|
81,448
|
|
|
For the eleven months ended
|
|
For the twelve months ended
|
||||||||
Summary of Operations (1)
|
May 31, 2019
|
|
June 30, 2018
|
|
June 30, 2017
|
||||||
Total revenue
|
$
|
51,265
|
|
|
$
|
77,998
|
|
|
$
|
65,542
|
|
Cost of sales
|
45,156
|
|
|
64,821
|
|
|
57,848
|
|
|||
Operating expenses
|
14,371
|
|
|
17,509
|
|
|
18,554
|
|
|||
Other expenses (including tax expense)
|
31,029
|
|
|
22,192
|
|
|
10,783
|
|
|||
Net income (loss)
|
$
|
(39,362
|
)
|
|
$
|
(26,695
|
)
|
|
$
|
(21,669
|
)
|
|
Year Ended June 30,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Average stated interest rate
|
4.55
|
%
|
|
3.94
|
%
|
|
2.97
|
%
|
Average outstanding balance
|
$225,310
|
|
$48,628
|
|
$22,636
|
|
|
2020 Notes
|
|
|
2022 Notes
|
|
|
2025 Notes
|
|
|||
Initial conversion rate(1)
|
|
80.6647
|
|
|
100.2305
|
|
|
110.7420
|
|
|||
Initial conversion price
|
|
$
|
12.40
|
|
|
$
|
9.98
|
|
|
$
|
9.03
|
|
Conversion rate at June 30, 2019(1)(2)
|
|
80.6670
|
|
|
100.2305
|
|
|
110.7420
|
|
|||
Conversion price at June 30, 2019(2)(3)
|
|
$
|
12.40
|
|
|
$
|
9.98
|
|
|
$
|
9.03
|
|
Last conversion price calculation date
|
|
4/11/2019
|
|
|
4/11/2019
|
|
|
3/1/2019
|
|
|||
Dividend threshold amount (per share)(4)
|
|
$
|
0.110525
|
|
|
$
|
0.083330
|
|
|
$
|
0.060000
|
|
(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
|
|
$
|
119,426
|
|
|
5.00% - 5.75%
|
|
|
5.43
|
%
|
|
July 15, 2023 - June 15, 2024
|
7
|
|
54,880
|
|
|
5.25% - 6.00%
|
|
|
5.80
|
%
|
|
July 15, 2025 - June 15, 2026
|
|
8
|
|
385
|
|
|
5.75
|
%
|
|
5.75
|
%
|
|
July 15, 2026
|
|
10
|
|
62,280
|
|
|
5.50% - 6.25%
|
|
|
6.02
|
%
|
|
July 15, 2028 - June 15, 2029
|
|
|
|
$
|
236,971
|
|
|
|
|
|
|
|
Tenor at
Origination (in years) |
|
Principal
Amount |
|
Interest Rate
Range |
|
Weighted
Average Interest Rate |
|
Maturity Date Range
|
|||
5
|
|
$
|
46,893
|
|
|
4.00% - 5.00%
|
|
4.24
|
%
|
|
July 15, 2022 - June 15, 2023
|
7
|
|
4,684
|
|
|
4.75% - 5.25%
|
|
5.06
|
%
|
|
July 15, 2024 - June 15, 2025
|
|
8
|
|
24,720
|
|
|
4.50% - 5.25%
|
|
4.65
|
%
|
|
August 15, 2025 - May 15, 2026
|
|
|
|
$
|
76,297
|
|
|
|
|
|
|
|
Tenor at
Origination (in years) |
|
Principal
Amount |
|
Interest Rate
Range |
|
Weighted
Average Interest Rate |
|
Maturity Date Range
|
||||
5
|
|
$
|
283,450
|
|
|
4.00% – 5.75%
|
|
|
5.10
|
%
|
|
January 15, 2021 - June 15, 2024
|
5.5
|
|
1,399
|
|
|
4.25
|
%
|
|
4.25
|
%
|
|
July 15, 2020
|
|
6.5
|
|
34,745
|
|
|
5.10% – 5.25%
|
|
|
5.24
|
%
|
|
January 15, 2022 - May 15, 2022
|
|
7
|
|
83,731
|
|
|
4.00% – 6.00%
|
|
|
5.56
|
%
|
|
January 15, 2020 - June 15, 2026
|
|
7.5
|
|
1,996
|
|
|
5.75
|
%
|
|
5.75
|
%
|
|
February 15, 2021
|
|
8
|
|
24,500
|
|
|
4.50% – 5.75%
|
|
|
4.67
|
%
|
|
August 15, 2025 - July 15, 2026
|
|
10
|
|
99,529
|
|
|
5.50% – 7.00%
|
|
|
6.09
|
%
|
|
March 15, 2022 - June 15, 2029
|
|
12
|
|
2,978
|
|
|
6.00
|
%
|
|
6.00
|
%
|
|
November 15, 2025 - December 15, 2025
|
|
15
|
|
17,077
|
|
|
5.25% – 6.00%
|
|
|
5.35
|
%
|
|
May 15, 2028 - November 15, 2028
|
|
18
|
|
19,306
|
|
|
4.13% – 6.25%
|
|
|
5.58
|
%
|
|
December 15, 2030 - August 15, 2031
|
|
20
|
|
3,887
|
|
|
5.75% – 6.00%
|
|
|
5.90
|
%
|
|
November 15, 2032 - October 15, 2033
|
|
25
|
|
31,855
|
|
|
6.25% – 6.50%
|
|
|
6.39
|
%
|
|
August 15, 2038 - May 15, 2039
|
|
30
|
|
103,246
|
|
|
5.50% – 6.75%
|
|
|
6.24
|
%
|
|
November 15, 2042 - October 15, 2043
|
|
|
|
$
|
707,699
|
|
|
|
|
|
|
|
|
|
Tenor at
Origination (in years) |
|
Principal
Amount |
|
Interest Rate
Range |
|
Weighted
Average Interest Rate |
|
Maturity Date Range
|
||||
5
|
|
$
|
228,835
|
|
|
4.00% – 5.50%
|
|
|
4.92
|
%
|
|
July 15, 2020 - June 15, 2023
|
5.2
|
|
4,440
|
|
|
4.63
|
%
|
|
4.63
|
%
|
|
August 15, 2020 - September 15, 2020
|
|
5.3
|
|
2,636
|
|
|
4.63%
|
|
|
4.63
|
%
|
|
September 15, 2020
|
|
5.5
|
|
86,097
|
|
|
4.25% – 4.75%
|
|
|
4.61
|
%
|
|
May 15, 2020 - November 15, 2020
|
|
6
|
|
2,182
|
|
|
4.88
|
%
|
|
4.88
|
%
|
|
April 15, 2021 - May 15, 2021
|
|
6.5
|
|
38,832
|
|
|
5.10% – 5.25%
|
|
|
5.23
|
%
|
|
December 15, 2021 - May 15, 2022
|
|
7
|
|
147,349
|
|
|
4.00% – 5.75%
|
|
|
5.05
|
%
|
|
January 15, 2020 - June 15, 2025
|
|
7.5
|
|
1,996
|
|
|
5.75%
|
|
|
5.75
|
%
|
|
February 15, 2021
|
|
8
|
|
24,720
|
|
|
4.50% – 5.25%
|
|
|
4.65
|
%
|
|
August 15, 2025 - May 15, 2026
|
|
10
|
|
37,424
|
|
|
5.34% – 7.00%
|
|
|
6.19
|
%
|
|
March 15, 2022 - December 15, 2025
|
|
12
|
|
2,978
|
|
|
6.00
|
%
|
|
6.00
|
%
|
|
November 15, 2025 - December 15, 2025
|
|
15
|
|
17,163
|
|
|
5.25% – 6.00%
|
|
|
5.35
|
%
|
|
May 15, 2028 - November 15, 2028
|
|
18
|
|
20,677
|
|
|
4.13% – 6.25%
|
|
|
5.55
|
%
|
|
December 15, 2030 - August 15, 2031
|
|
20
|
|
4,120
|
|
|
5.75% – 6.00%
|
|
|
5.89
|
%
|
|
November 15, 2032 - October 15, 2033
|
|
25
|
|
33,139
|
|
|
6.25% – 6.50%
|
|
|
6.39
|
%
|
|
August 15, 2038 - May 15, 2039
|
|
30
|
|
108,336
|
|
|
5.50% – 6.75%
|
|
|
6.24
|
%
|
|
November 15, 2042 - October 15, 2043
|
|
|
|
$
|
760,924
|
|
|
|
|
|
|
|
|
|
|
Principal Outstanding
|
|
Unamortized Discount & Debt Issuance Costs
|
|
Net Carrying Value
|
|
Fair Value (1)
|
|
Effective Interest Rate
|
|
||||||||||||
Revolving Credit Facility(2)
|
$
|
167,000
|
|
|
$
|
8,529
|
|
|
$
|
167,000
|
|
(3
|
)
|
$
|
167,000
|
|
|
1ML+2.20%
|
|
(6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2020 Notes
|
224,114
|
|
|
1,012
|
|
|
223,102
|
|
|
226,933
|
|
(4
|
)
|
5.38
|
%
|
(7
|
)
|
|||||
2022 Notes
|
328,500
|
|
|
6,681
|
|
|
321,819
|
|
|
330,964
|
|
(4
|
)
|
5.71
|
%
|
(7
|
)
|
|||||
2025 Notes
|
201,250
|
|
|
6,174
|
|
|
195,076
|
|
|
207,847
|
|
(4
|
)
|
6.63
|
%
|
(7
|
)
|
|||||
Convertible Notes
|
753,864
|
|
|
|
|
739,997
|
|
|
765,744
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
6.375% 2024 Notes
|
100,000
|
|
|
1,020
|
|
|
98,980
|
|
|
106,747
|
|
(4
|
)
|
5.29
|
%
|
(7
|
)
|
|||||
2023 Notes
|
320,000
|
|
|
3,270
|
|
|
316,730
|
|
|
340,314
|
|
(4
|
)
|
6.09
|
%
|
(7
|
)
|
|||||
2024 Notes
|
234,443
|
|
|
4,746
|
|
|
229,697
|
|
|
239,788
|
|
(4
|
)
|
6.74
|
%
|
(7
|
)
|
|||||
2028 Notes
|
70,761
|
|
|
2,303
|
|
|
68,458
|
|
|
73,025
|
|
(4
|
)
|
6.72
|
%
|
(7
|
)
|
|||||
2029 Notes
|
69,170
|
|
|
2,487
|
|
|
66,683
|
|
|
71,245
|
|
(4
|
)
|
7.38
|
%
|
(7
|
)
|
|||||
Public Notes
|
794,374
|
|
|
|
|
780,548
|
|
|
831,119
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prospect Capital InterNotes®
|
707,699
|
|
|
12,349
|
|
|
695,350
|
|
|
741,227
|
|
(5
|
)
|
6.16
|
%
|
(8
|
)
|
|||||
Total
|
$
|
2,422,937
|
|
|
|
|
$
|
2,382,895
|
|
|
$
|
2,505,090
|
|
|
|
|
(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, 2019.
|
(2)
|
The maximum draw amount of the Revolving Credit facility as of June 30, 2019 is $1,132,500.
|
(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 based on observable market inputs.
|
(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 2028 Notes, and the 2029 Notes, the rate presented is a combined effective interest rate of their respective original Note issuances and Note Follow-On Programs.
|
(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)
|
$
|
37,000
|
|
|
$
|
2,032
|
|
|
$
|
37,000
|
|
(3
|
)
|
$
|
37,000
|
|
|
1ML+2.25%
|
|
(6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2019 Notes
|
101,647
|
|
|
339
|
|
|
101,308
|
|
|
103,562
|
|
(4
|
)
|
6.51
|
%
|
(7
|
)
|
|||||
2020 Notes
|
392,000
|
|
|
4,270
|
|
|
387,730
|
|
|
392,529
|
|
(4
|
)
|
5.38
|
%
|
(7
|
)
|
|||||
2022 Notes
|
328,500
|
|
|
8,465
|
|
|
320,035
|
|
|
320,084
|
|
(4
|
)
|
5.69
|
%
|
(7
|
)
|
|||||
Convertible Notes
|
822,147
|
|
|
|
|
809,073
|
|
|
816,175
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
5.00% 2019 Notes
|
153,536
|
|
|
456
|
|
|
153,080
|
|
|
155,483
|
|
(4
|
)
|
5.29
|
%
|
(7
|
)
|
|||||
2023 Notes
|
320,000
|
|
|
4,120
|
|
|
315,880
|
|
|
328,909
|
|
(4
|
)
|
6.09
|
%
|
(7
|
)
|
|||||
2024 Notes
|
199,281
|
|
|
4,559
|
|
|
194,722
|
|
|
202,151
|
|
(4
|
)
|
6.74
|
%
|
(7
|
)
|
|||||
2028 Notes
|
55,000
|
|
|
1,872
|
|
|
53,128
|
|
|
55,220
|
|
(4
|
)
|
6.72
|
%
|
(7
|
)
|
|||||
Public Notes
|
727,817
|
|
|
|
|
716,810
|
|
|
741,763
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prospect Capital InterNotes®
|
760,924
|
|
|
11,998
|
|
|
748,926
|
|
|
779,400
|
|
(5
|
)
|
5.76
|
%
|
(8
|
)
|
|||||
Total
|
$
|
2,347,888
|
|
|
|
|
$
|
2,311,809
|
|
|
$
|
2,374,338
|
|
|
|
|
(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, 2018.
|
(2)
|
The maximum draw amount of the Revolving Credit facility as of June 30, 2018 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 based on observable market inputs.
|
(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
|
$
|
167,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
167,000
|
|
|
$
|
—
|
|
Convertible Notes
|
753,864
|
|
|
224,114
|
|
|
—
|
|
|
328,500
|
|
|
201,250
|
|
|||||
Public Notes
|
794,374
|
|
|
—
|
|
|
—
|
|
|
654,443
|
|
|
139,931
|
|
|||||
Prospect Capital InterNotes®
|
707,699
|
|
|
4,402
|
|
|
188,037
|
|
|
189,795
|
|
|
325,465
|
|
|||||
Total Contractual Obligations
|
$
|
2,422,937
|
|
|
$
|
228,516
|
|
|
$
|
188,037
|
|
|
$
|
1,339,738
|
|
|
$
|
666,646
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than 1 Year
|
|
1 – 3 Years
|
|
3 – 5 Years
|
|
After 5 Years
|
||||||||||
Revolving Credit Facility
|
$
|
37,000
|
|
|
$
|
—
|
|
|
$
|
37,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Convertible Notes
|
822,147
|
|
|
101,647
|
|
|
392,000
|
|
|
328,500
|
|
|
—
|
|
|||||
Public Notes
|
727,817
|
|
|
—
|
|
|
153,536
|
|
|
320,000
|
|
|
254,281
|
|
|||||
Prospect Capital InterNotes®
|
760,924
|
|
|
—
|
|
|
276,484
|
|
|
246,525
|
|
|
237,915
|
|
|||||
Total Contractual Obligations
|
$
|
2,347,888
|
|
|
$
|
101,647
|
|
|
$
|
859,020
|
|
|
$
|
895,025
|
|
|
$
|
492,196
|
|
•
|
$0.06 per share for July 2019 to holders of record on July 31, 2019 with a payment date of August 22, 2019.
|
•
|
$0.06 per share for August 2019 to holders of record on August 30, 2019 with a payment date of September 19, 2019.
|
|
|
Year Ended June 30,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net increase in net assets resulting from operations
|
|
$
|
144,487
|
|
|
$
|
299,863
|
|
|
$
|
252,906
|
|
Weighted average common shares outstanding
|
|
365,984,541
|
|
|
361,456,075
|
|
|
358,841,714
|
|
|||
Net increase in net assets resulting from operations per share
|
|
$
|
0.39
|
|
|
$
|
0.83
|
|
|
$
|
0.70
|
|
|
|
Tax Year Ended August 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Ordinary income
|
|
$
|
269,095
|
|
|
$
|
359,215
|
|
|
$
|
355,985
|
|
Capital gain
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Return of capital
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total dividends paid to shareholders
|
|
$
|
269,095
|
|
|
$
|
359,215
|
|
|
$
|
355,985
|
|
|
|
Tax Year Ended August 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net increase in net assets resulting from operations
|
|
$
|
389,732
|
|
|
$
|
254,904
|
|
|
$
|
262,831
|
|
Net realized loss on investments
|
|
26,762
|
|
|
100,765
|
|
|
22,666
|
|
|||
Net unrealized (gains) losses on investments
|
|
(105,599
|
)
|
|
(61,939
|
)
|
|
73,181
|
|
|||
Other temporary book-to-tax differences
|
|
(42,583
|
)
|
|
(32,117
|
)
|
|
(56,036
|
)
|
|||
Permanent differences
|
|
31
|
|
|
(772
|
)
|
|
2,489
|
|
|||
Taxable income before deductions for distributions
|
|
$
|
268,343
|
|
|
$
|
260,841
|
|
|
$
|
305,131
|
|
•
|
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).
|
June 30, 2018
|
$
|
225
|
|
June 30, 2019
|
—
|
|
Year Ended June 30, 2017
|
$
|
450
|
|
Year Ended June 30, 2018
|
338
|
|
|
Year Ended June 30, 2019
|
20,700
|
|
Year Ended June 30, 2017
|
$
|
123
|
|
Year Ended June 30, 2018
|
—
|
|
|
Year Ended June 30, 2019
|
—
|
|
Year Ended June 30, 2017
|
$
|
2,992
|
|
Year Ended June 30, 2018
|
3,704
|
|
|
Year Ended June 30, 2019
|
2,629
|
|
June 30, 2018
|
$
|
306
|
|
June 30, 2019
|
—
|
|
Year Ended June 30, 2017
|
$
|
—
|
|
Year Ended June 30, 2018
|
—
|
|
|
Year Ended June 30, 2019
|
1,301
|
|
Year Ended June 30, 2017
|
$
|
240
|
|
Year Ended June 30, 2018
|
180
|
|
|
Year Ended June 30, 2019
|
165
|
|
June 30, 2018
|
$
|
60
|
|
June 30, 2019
|
—
|
|
Year Ended June 30, 2017
|
$
|
—
|
|
Year Ended June 30, 2018
|
45
|
|
|
Year Ended June 30, 2019
|
54
|
|
June 30, 2018
|
$
|
7
|
|
June 30, 2019
|
—
|
|
Year Ended June 30, 2017
|
$
|
—
|
|
Year Ended June 30, 2018
|
3,394
|
|
|
Year Ended June 30, 2019
|
4,810
|
|
Year Ended June 30, 2017
|
$
|
—
|
|
Year Ended June 30, 2018
|
—
|
|
|
Year Ended June 30, 2019
|
871
|
|
June 30, 2018
|
$
|
—
|
|
June 30, 2019
|
1,624
|
|
Year Ended June 30, 2017
|
$
|
300
|
|
Year Ended June 30, 2018
|
425
|
|
|
Year Ended June 30, 2019
|
450
|
|
June 30, 2018
|
$
|
150
|
|
June 30, 2019
|
150
|
|
Year Ended June 30, 2017
|
$
|
15
|
|
Year Ended June 30, 2018
|
—
|
|
|
Year Ended June 30, 2019
|
54
|
|
June 30, 2018
|
$
|
55
|
|
June 30, 2019
|
35
|
|
Year Ended June 30, 2018
|
$
|
2,240
|
|
Year Ended June 30, 2019
|
1,039
|
|
Year Ended June 30, 2017
|
$
|
403
|
|
Year Ended June 30, 2018
|
—
|
|
|
Year Ended June 30, 2019
|
—
|
|
Year Ended June 30, 2017
|
$
|
9,950
|
|
Year Ended June 30, 2018
|
10,515
|
|
|
Year Ended June 30, 2019
|
10,847
|
|
Year Ended June 30, 2017
|
$
|
2,804
|
|
Year Ended June 30, 2018
|
—
|
|
|
Year Ended June 30, 2019
|
4,042
|
|
June 30, 2018
|
$
|
—
|
|
June 30, 2019
|
963
|
|
Year Ended June 30, 2017
|
$
|
—
|
|
Year Ended June 30, 2018
|
903
|
|
|
Year Ended June 30, 2019
|
—
|
|
Year Ended June 30, 2017
|
$
|
700
|
|
Year Ended June 30, 2018
|
148
|
|
|
Year Ended June 30, 2019
|
700
|
|
June 30, 2018
|
$
|
175
|
|
June 30, 2019
|
175
|
|
Year Ended June 30, 2017
|
$
|
—
|
|
Year Ended June 30, 2018
|
—
|
|
|
June 30, 2019
|
7
|
|
June 30, 2018
|
$
|
33
|
|
June 30, 2019
|
—
|
|
Year Ended June 30, 2017
|
$
|
200
|
|
Year Ended June 30, 2018
|
—
|
|
|
Year Ended June 30, 2019
|
—
|
|
Year Ended June 30, 2017
|
$
|
5,734
|
|
Year Ended June 30, 2018
|
6,360
|
|
|
Year Ended June 30, 2019
|
7,102
|
|
Year Ended June 30, 2017
|
$
|
—
|
|
Year Ended June 30, 2018
|
—
|
|
|
Year Ended June 30, 2019
|
5,492
|
|
June 30, 2018
|
$
|
2,631
|
|
June 30, 2019
|
3,162
|
|
Year Ended June 30, 2017
|
$
|
250
|
|
Year Ended June 30, 2018
|
188
|
|
|
Year Ended June 30, 2019
|
250
|
|
June 30, 2018
|
$
|
—
|
|
June 30, 2019
|
63
|
|
June 30, 2018
|
$
|
63
|
|
June 30, 2019
|
—
|
|
Year Ended June 30, 2017
|
$
|
217
|
|
Year Ended June 30, 2018
|
—
|
|
|
Year Ended June 30, 2019
|
735
|
|
June 30, 2018
|
$
|
18
|
|
June 30, 2019
|
3
|
|
Year Ended June 30, 2017
|
$
|
6,424
|
|
Year Ended June 30, 2018
|
7,834
|
|
|
Year Ended June 30, 2019
|
N/A
|
|
Year Ended June 30, 2017
|
$
|
1,726
|
|
Year Ended June 30, 2018
|
920
|
|
|
Year Ended June 30, 2019
|
N/A
|
|
Year Ended June 30, 2017
|
$
|
2,057
|
|
Year Ended June 30, 2018
|
614
|
|
|
Year Ended June 30, 2019
|
N/A
|
|
June 30, 2018
|
$
|
274
|
|
June 30, 2019
|
N/A
|
|
Year Ended June 30, 2017
|
$
|
2,220
|
|
Year Ended June 30, 2018
|
6,735
|
|
|
Year Ended June 30, 2019
|
2,478
|
|
Year Ended June 30, 2017
|
$
|
51,116
|
|
Year Ended June 30, 2018
|
47,422
|
|
|
Year Ended June 30, 2019
|
56,125
|
|
Year Ended June 30, 2017
|
$
|
7,572
|
|
Year Ended June 30, 2018
|
1,767
|
|
|
Year Ended June 30, 2019
|
6,823
|
|
June 30, 2018
|
$
|
4,703
|
|
June 30, 2019
|
4,897
|
|
Year Ended June 30, 2017
|
$
|
1,800
|
|
Year Ended June 30, 2018
|
1,200
|
|
|
Year Ended June 30, 2019
|
2,400
|
|
June 30, 2018
|
$
|
600
|
|
June 30, 2019
|
—
|
|
Year Ended June 30, 2017
|
$
|
—
|
|
Year Ended June 30, 2018
|
—
|
|
|
June 30, 2019
|
1
|
|
June 30, 2018
|
$
|
26
|
|
June 30, 2019
|
7
|
|
June 30, 2018
|
$
|
825
|
|
June 30, 2019
|
1,125
|
|
Year Ended June 30, 2018
|
$
|
4,775
|
|
Year Ended June 30, 2019
|
24,779
|
|
Year Ended June 30, 2018
|
$
|
582
|
|
Year Ended June 30, 2019
|
17,173
|
|
June 30, 2018
|
$
|
127
|
|
June 30, 2019
|
209
|
|
June 30, 2018
|
$
|
—
|
|
June 30, 2019
|
6
|
|
Year Ended June 30, 2017
|
$
|
468
|
|
Year Ended June 30, 2018
|
—
|
|
|
Year Ended June 30, 2019
|
—
|
|
Year Ended June 30, 2017
|
$
|
6,284
|
|
Year Ended June 30, 2018
|
7,618
|
|
|
Year Ended June 30, 2019
|
7,721
|
|
Year Ended June 30, 2017
|
$
|
—
|
|
Year Ended June 30, 2018
|
—
|
|
|
Year Ended June 30, 2019
|
2,143
|
|
June 30, 2018
|
$
|
—
|
|
June 30, 2019
|
252
|
|
Year Ended June 30, 2017
|
$
|
564
|
|
Year Ended June 30, 2018
|
588
|
|
|
Year Ended June 30, 2019
|
428
|
|
Year Ended June 30, 2017
|
$
|
300
|
|
Year Ended June 30, 2018
|
300
|
|
|
Year Ended June 30, 2019
|
300
|
|
June 30, 2018
|
$
|
75
|
|
June 30, 2019
|
75
|
|
Year Ended June 30, 2017
|
$
|
224
|
|
Year Ended June 30, 2018
|
—
|
|
|
Year Ended June 30, 2019
|
—
|
|
June 30, 2018
|
$
|
51
|
|
June 30, 2019
|
1
|
|
Year Ended June 30, 2017
|
N/A
|
|
|
Year Ended June 30, 2018
|
$
|
11,279
|
|
Year Ended June 30, 2019
|
21,000
|
|
Year Ended June 30, 2017
|
$
|
60,707
|
|
Year Ended June 30, 2018
|
73,907
|
|
|
Year Ended June 30, 2019
|
75,249
|
|
Year Ended June 30, 2017
|
$
|
—
|
|
Year Ended June 30, 2018
|
776
|
|
|
Year Ended June 30, 2019
|
—
|
|
June 30, 2018
|
$
|
426
|
|
June 30, 2019
|
4,565
|
|
Year Ended June 30, 2017
|
$
|
13,895
|
|
Year Ended June 30, 2018
|
13,305
|
|
|
Year Ended June 30, 2019
|
—
|
|
Year Ended June 30, 2017
|
$
|
7,940
|
|
Year Ended June 30, 2018
|
3,170
|
|
|
Year Ended June 30, 2019
|
—
|
|
Year Ended June 30, 2017
|
$
|
2,235
|
|
Year Ended June 30, 2018
|
—
|
|
|
Year Ended June 30, 2019
|
—
|
|
Year Ended June 30, 2017
|
$
|
5,532
|
|
Year Ended June 30, 2018
|
6,531
|
|
|
Year Ended June 30, 2019
|
4,255
|
|
Year Ended June 30, 2017
|
$
|
—
|
|
Year Ended June 30, 2018
|
—
|
|
|
Year Ended June 30, 2019
|
14,570
|
|
Year Ended June 30, 2017
|
$
|
2,147
|
|
Year Ended June 30, 2018
|
2,303
|
|
|
Year Ended June 30, 2019
|
14,313
|
|
Year Ended June 30, 2017
|
$
|
1,507
|
|
Year Ended June 30, 2018
|
—
|
|
|
Year Ended June 30, 2019
|
—
|
|
Year Ended June 30, 2017
|
$
|
1,300
|
|
Year Ended June 30, 2018
|
1,700
|
|
|
Year Ended June 30, 2019
|
2,100
|
|
June 30, 2018
|
$
|
525
|
|
June 30, 2019
|
525
|
|
Year Ended June 30, 2017
|
$
|
6,241
|
|
Year Ended June 30, 2018
|
1,823
|
|
|
Year Ended June 30, 2019
|
454
|
|
June 30, 2018
|
$
|
286
|
|
June 30, 2019
|
32
|
|
Year Ended June 30, 2017
|
$
|
4,310
|
|
Year Ended June 30, 2018
|
—
|
|
|
Year Ended June 30, 2019
|
165
|
|
Year Ended June 30, 2017
|
$
|
3,406
|
|
Year Ended June 30, 2018
|
3,485
|
|
|
Year Ended June 30, 2019
|
3,621
|
|
Year Ended June 30, 2017
|
$
|
—
|
|
Year Ended June 30, 2018
|
591
|
|
|
Year Ended June 30, 2019
|
1,206
|
|
Year Ended June 30, 2017
|
$
|
400
|
|
Year Ended June 30, 2018
|
400
|
|
|
Year Ended June 30, 2019
|
400
|
|
June 30, 2018
|
$
|
100
|
|
June 30, 2019
|
100
|
|
Year Ended June 30, 2017
|
$
|
—
|
|
Year Ended June 30, 2018
|
46
|
|
|
Year Ended June 30, 2019
|
—
|
|
June 30, 2018
|
$
|
—
|
|
June 30, 2019
|
4
|
|
June 30, 2018
|
$
|
15
|
|
June 30, 2019
|
—
|
|
Year Ended June 30, 2017
|
$
|
100
|
|
Year Ended June 30, 2018
|
1,999
|
|
|
Year Ended June 30, 2019
|
4,900
|
|
Year Ended June 30, 2017
|
$
|
—
|
|
Year Ended June 30, 2018
|
—
|
|
|
Year Ended June 30, 2019
|
600
|
|
Year Ended June 30, 2017
|
$
|
527
|
|
Year Ended June 30, 2018
|
526
|
|
|
Year Ended June 30, 2019
|
527
|
|
June 30, 2018
|
$
|
1
|
|
June 30, 2019
|
4
|
|
Year Ended June 30, 2017
|
$
|
991
|
|
Year Ended June 30, 2018
|
929
|
|
|
Year Ended June 30, 2019
|
431
|
|
June 30, 2018
|
$
|
2
|
|
June 30, 2019
|
—
|
|
Year Ended June 30, 2017
|
$
|
213
|
|
Year Ended June 30, 2018
|
400
|
|
|
Year Ended June 30, 2019
|
400
|
|
June 30, 2018
|
$
|
100
|
|
June 30, 2019
|
100
|
|
June 30, 2018
|
$
|
1,288
|
|
June 30, 2019
|
—
|
|
June 30, 2018
|
$
|
4
|
|
June 30, 2019
|
—
|
|
Year Ended June 30, 2017
|
$
|
—
|
|
Year Ended June 30, 2018
|
250
|
|
|
Year Ended June 30, 2019
|
9,250
|
|
Year Ended June 30, 2017
|
$
|
—
|
|
Year Ended June 30, 2018
|
3,742
|
|
|
Year Ended June 30, 2019
|
3,762
|
|
June 30, 2018
|
$
|
270
|
|
June 30, 2019
|
—
|
|
June 30, 2018
|
$
|
—
|
|
June 30, 2019
|
46
|
|
Year Ended June 30, 2017
|
$
|
149
|
|
Year Ended June 30, 2018
|
—
|
|
|
Year Ended June 30, 2019
|
—
|
|
Year Ended June 30, 2017
|
$
|
2,877
|
|
Year Ended June 30, 2018
|
3,064
|
|
|
Year Ended June 30, 2019
|
3,295
|
|
June 30, 2018
|
$
|
18
|
|
June 30, 2019
|
9
|
|
Year Ended June 30, 2017
|
$
|
165
|
|
Year Ended June 30, 2018
|
180
|
|
|
Year Ended June 30, 2019
|
180
|
|
June 30, 2018
|
$
|
45
|
|
June 30, 2019
|
45
|
|
Year Ended June 30, 2017
|
$
|
29
|
|
Year Ended June 30, 2018
|
2
|
|
|
Year Ended June 30, 2019
|
1
|
|
June 30, 2018
|
$
|
11
|
|
June 30, 2019
|
—
|
|
Year Ended June 30, 2017
|
$
|
598
|
|
Year Ended June 30, 2018
|
—
|
|
|
Year Ended June 30, 2019
|
—
|
|
Year Ended June 30, 2017
|
$
|
3,022
|
|
Year Ended June 30, 2018
|
—
|
|
|
Year Ended June 30, 2019
|
—
|
|
Year Ended June 30, 2017
|
$
|
503
|
|
Year Ended June 30, 2018
|
—
|
|
|
Year Ended June 30, 2019
|
—
|
|
Year Ended June 30, 2017
|
N/A
|
|
|
Year Ended June 30, 2018
|
N/A
|
|
|
Year Ended June 30, 2019
|
$
|
488
|
|
Year Ended June 30, 2017
|
N/A
|
|
|
Year Ended June 30, 2018
|
N/A
|
|
|
Year Ended June 30, 2019
|
$
|
1,970
|
|
Year Ended June 30, 2017
|
N/A
|
|
|
Year Ended June 30, 2018
|
N/A
|
|
|
Year Ended June 30, 2019
|
$
|
3
|
|
Year Ended June 30, 2017
|
N/A
|
|
|
Year Ended June 30, 2018
|
N/A
|
|
|
Year Ended June 30, 2019
|
$
|
3
|
|
June 30, 2018
|
$
|
—
|
|
June 30, 2019
|
1
|
|
June 30, 2018
|
$
|
625
|
|
June 30, 2019
|
925
|
|
Year Ended June 30, 2017
|
$
|
—
|
|
Year Ended June 30, 2018
|
—
|
|
|
Year Ended June 30, 2019
|
12,962
|
|
Year Ended June 30, 2017
|
$
|
4,518
|
|
Year Ended June 30, 2018
|
4,861
|
|
|
Year Ended June 30, 2019
|
5,766
|
|
Year Ended June 30, 2017
|
$
|
1,822
|
|
Year Ended June 30, 2018
|
2,157
|
|
|
Year Ended June 30, 2019
|
421
|
|
June 30, 2018
|
$
|
14
|
|
June 30, 2019
|
17
|
|
Year Ended June 30, 2017
|
$
|
1,111
|
|
Year Ended June 30, 2018
|
1,110
|
|
|
Year Ended June 30, 2019
|
1,111
|
|
June 30, 2018
|
$
|
3
|
|
June 30, 2019
|
—
|
|
Year Ended June 30, 2017
|
$
|
—
|
|
Year Ended June 30, 2018
|
—
|
|
|
Year Ended June 30, 2019
|
647
|
|
Year Ended June 30, 2017
|
$
|
—
|
|
Year Ended June 30, 2018
|
—
|
|
|
Year Ended June 30, 2019
|
153
|
|
Year Ended June 30, 2017
|
$
|
300
|
|
Year Ended June 30, 2018
|
5
|
|
|
Year Ended June 30, 2019
|
525
|
|
June 30, 2018
|
$
|
75
|
|
June 30, 2019
|
150
|
|
June 30, 2018
|
$
|
3
|
|
June 30, 2019
|
9
|
|
Year Ended June 30, 2017
|
$
|
41
|
|
Year Ended June 30, 2018
|
14
|
|
|
Year Ended June 30, 2019
|
14
|
|
June 30, 2018
|
$
|
41
|
|
June 30, 2019
|
41
|
|
Year Ended June 30, 2017
|
$
|
243
|
|
Year Ended June 30, 2018
|
—
|
|
|
Year Ended June 30, 2019
|
—
|
|
|
Year Ended June 30,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Per Share Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Net asset value at beginning of year
|
$
|
9.35
|
|
|
$
|
9.32
|
|
|
$
|
9.62
|
|
|
$
|
10.31
|
|
|
$
|
10.56
|
|
Net investment income(1)
|
0.85
|
|
|
0.79
|
|
|
0.85
|
|
|
1.04
|
|
|
1.03
|
|
|||||
Net realized and change in unrealized (losses) gains(1)
|
(0.46
|
)
|
|
0.04
|
|
|
(0.15
|
)
|
|
(0.75
|
)
|
|
(0.05
|
)
|
|||||
Net increase from operations
|
0.39
|
|
|
0.83
|
|
|
0.70
|
|
|
0.29
|
|
|
0.98
|
|
|||||
Distributions of net investment income
|
(0.72
|
)
|
|
(0.77
|
)
|
|
(1.00
|
)
|
|
(1.00
|
)
|
|
(1.19
|
)
|
|||||
Common stock transactions(2)
|
(0.01
|
)
|
|
(0.03
|
)
|
|
—
|
|
(4)
|
0.02
|
|
|
(0.04
|
)
|
|||||
Net asset value at end of year
|
$
|
9.01
|
|
|
$
|
9.35
|
|
|
$
|
9.32
|
|
|
$
|
9.62
|
|
|
$
|
10.31
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Per share market value at end of year
|
$
|
6.53
|
|
|
$
|
6.71
|
|
|
$
|
8.12
|
|
|
$
|
7.82
|
|
|
$
|
7.37
|
|
Total return based on market value(3)
|
8.23
|
%
|
|
(7.42
|
%)
|
|
16.80
|
%
|
|
21.84
|
%
|
|
(20.84
|
%)
|
|||||
Total return based on net asset value(3)
|
7.17
|
%
|
|
12.39
|
%
|
|
8.98
|
%
|
|
7.15
|
%
|
|
11.47
|
%
|
|||||
Shares of common stock outstanding at end of year
|
367,131,025
|
|
|
364,409,938
|
|
|
360,076,933
|
|
|
357,107,231
|
|
|
359,090,759
|
|
|||||
Weighted average shares of common stock outstanding
|
365,984,541
|
|
|
361,456,075
|
|
|
358,841,714
|
|
|
356,134,297
|
|
|
353,648,522
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratios/Supplemental Data
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net assets at end of year
|
$
|
3,306,275
|
|
|
$
|
3,407,047
|
|
|
$
|
3,354,952
|
|
|
$
|
3,435,917
|
|
|
$
|
3,703,049
|
|
Portfolio turnover rate
|
10.86
|
%
|
|
30.70
|
%
|
|
23.65
|
%
|
|
15.98
|
%
|
|
21.89
|
%
|
|||||
Ratio of operating expenses to average net assets
|
11.65
|
%
|
|
11.08
|
%
|
|
11.57
|
%
|
|
11.95
|
%
|
|
11.66
|
%
|
|||||
Ratio of net investment income to average net assets
|
9.32
|
%
|
|
8.57
|
%
|
|
8.96
|
%
|
|
10.54
|
%
|
|
9.87
|
%
|
(1)
|
Per share data amount 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)
|
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, 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
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
September 30, 2017
|
|
$
|
158,579
|
|
|
$
|
0.44
|
|
|
$
|
63,732
|
|
|
$
|
0.18
|
|
|
$
|
(51,759
|
)
|
$
|
(0.15
|
)
|
|
$
|
11,973
|
|
$
|
0.03
|
|
December 31, 2017
|
|
162,400
|
|
|
0.45
|
|
|
73,192
|
|
|
0.20
|
|
|
48,535
|
|
0.14
|
|
|
121,727
|
|
0.34
|
|
||||||||
March 31, 2018
|
|
162,835
|
|
|
0.45
|
|
|
70,446
|
|
|
0.19
|
|
|
(18,587
|
)
|
(0.04
|
)
|
|
51,859
|
|
0.14
|
|
||||||||
June 30, 2018
|
|
174,031
|
|
|
0.48
|
|
|
79,480
|
|
|
0.22
|
|
|
34,823
|
|
0.09
|
|
|
114,304
|
|
0.31
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
September 30, 2018
|
|
$
|
180,422
|
|
|
$
|
0.49
|
|
|
$
|
85,159
|
|
|
$
|
0.23
|
|
|
$
|
(1,364
|
)
|
$
|
—
|
|
(2)
|
$
|
83,795
|
|
$
|
0.23
|
|
December 31, 2018
|
|
187,883
|
|
|
0.51
|
|
|
80,811
|
|
|
0.22
|
|
|
(148,200
|
)
|
(0.40
|
)
|
|
(67,389
|
)
|
(0.18
|
)
|
||||||||
March 31, 2019
|
|
171,109
|
|
|
0.47
|
|
|
77,262
|
|
|
0.21
|
|
|
11,933
|
|
0.03
|
|
|
89,195
|
|
0.24
|
|
||||||||
June 30, 2019
|
|
164,353
|
|
|
0.45
|
|
|
69,627
|
|
|
0.19
|
|
|
(30,741
|
)
|
(0.08
|
)
|
|
38,886
|
|
0.11
|
|
(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.
|
(2)
|
Amount is less than $0.01.
|
•
|
$0.06 per share for September 2019 to holders of record on September 30, 2019 with a payment date of October 24, 2019.
|
•
|
$0.06 per share for October 2019 to holders of record on October 31, 2019 with a payment date of November 20, 2019.
|
|
|
PROSPECTUS
|
|
, 2019
|
|
|
Prospect Capital Corporation Financial Statements
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
Exhibit No.
|
|
Description
|
(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)
|
(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)
|
Exhibit No.
|
|
Description
|
(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)
|
(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)
|
Exhibit No.
|
|
Description
|
(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)
|
(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)
|
Exhibit No.
|
|
Description
|
(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)
|
(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)
|
Exhibit No.
|
|
Description
|
(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)
|
(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)
|
Exhibit No.
|
|
Description
|
(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)
|
(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)
|
Exhibit No.
|
|
Description
|
(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)
|
(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)
|
Exhibit No.
|
|
Description
|
(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)
|
(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)
|
Exhibit No.
|
|
Description
|
(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)
|
(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)
|
Exhibit No.
|
|
Description
|
(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)
|
(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)
|
Exhibit No.
|
|
Description
|
(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)
|
(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)
|
Exhibit No.
|
|
Description
|
(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)
|
(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)
|
Exhibit No.
|
|
Description
|
(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)
|
(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)
|
Exhibit No.
|
|
Description
|
(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)
|
(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)
|
Exhibit No.
|
|
Description
|
(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)
|
(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)
|
Exhibit No.
|
|
Description
|
(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)
|
(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)
|
Exhibit No.
|
|
Description
|
(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)
|
(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)
|
Exhibit No.
|
|
Description
|
(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)
|
(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)
|
Exhibit No.
|
|
Description
|
(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% Prospect Capital InterNote® 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% Prospect Capital InterNote® 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% Prospect Capital InterNote® 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% Prospect Capital InterNote® 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% Prospect Capital InterNote® 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% Prospect Capital InterNote® 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% Prospect Capital InterNote® 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% Prospect Capital InterNote® 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% Prospect Capital InterNote® 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% Prospect Capital InterNote® 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% Prospect Capital InterNote® due 2022(244)
|
(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% Prospect Capital InterNote® due 2024(244)
|
Exhibit No.
|
|
Description
|
(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% Prospect Capital InterNote® 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% Prospect Capital InterNote® 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% Prospect Capital InterNote® 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% Prospect Capital InterNote® 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% Prospect Capital InterNote® 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% Prospect Capital InterNote® 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% Prospect Capital InterNote® 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% Prospect Capital InterNote® 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% Prospect Capital InterNote® 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% Prospect Capital InterNote® 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% Prospect Capital InterNote® 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% Prospect Capital InterNote® 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% Prospect Capital InterNote® 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% Prospect Capital InterNote® due 2025(251)
|
(d)(533)
|
|
Four Hundred Ninety-Second Supplemental Indenture dated as of August 31, 2017, to the U.S. Bank Indenture, and Form of 4.500% Prospect Capital InterNote® due 2022(253)
|
(d)(534)
|
|
Four Hundred Ninety-Third Supplemental Indenture dated as of August 31, 2017, to the U.S. Bank Indenture, and Form of 5.000% Prospect Capital InterNote® due 2025(253)
|
(d)(535)
|
|
Four Hundred Ninety-Fourth Supplemental Indenture dated as of September 14, 2017, to the U.S. Bank Indenture, and Form of 4.000% Prospect Capital InterNote® due 2022(255)
|
(d)(536)
|
|
Four Hundred Ninety-Fifth Supplemental Indenture dated as of September 14, 2017, to the U.S. Bank Indenture, and Form of 4.500% Prospect Capital InterNote® due 2025(255)
|
(d)(537)
|
|
Four Hundred Ninety-Sixth Supplemental Indenture dated as of September 21, 2017, to the U.S. Bank Indenture, and Form of 4.000% Prospect Capital InterNote® due 2022(256)
|
(d)(538)
|
|
Four Hundred Ninety-Seventh Supplemental Indenture dated as of September 21, 2017, to the U.S. Bank Indenture, and Form of 4.500% Prospect Capital InterNote® due 2025(256)
|
(d)(539)
|
|
Four Hundred Ninety-Eighth Supplemental Indenture dated as of September 28, 2017, to the U.S. Bank Indenture, and Form of 4.000% Prospect Capital InterNote® due 2022(257)
|
(d)(540)
|
|
Four Hundred Ninety-Ninth Supplemental Indenture dated as of September 28, 2017, to the U.S. Bank Indenture, and Form of 4.500% Prospect Capital InterNote® due 2025(257)
|
(d)(541)
|
|
Five Hundredth Supplemental Indenture dated as of October 5, 2017, to the U.S. Bank Indenture, and Form of 4.000% Prospect Capital InterNote® due 2022(258)
|
(d)(542)
|
|
Five Hundred First Supplemental Indenture dated as of October 5, 2017, to the U.S. Bank Indenture, and Form of 4.500% Prospect Capital InterNote® due 2025(258)
|
(d)(543)
|
|
Five Hundred Second Supplemental Indenture dated as of October 13, 2017, to the U.S. Bank Indenture, and Form of 4.000% Prospect Capital InterNote® due 2022(259)
|
(d)(544)
|
|
Five Hundred Third Supplemental Indenture dated as of October 13, 2017, to the U.S. Bank Indenture, and Form of 4.500% Prospect Capital InterNote® due 2025(259)
|
(d)(545)
|
|
Five Hundred Fourth Supplemental Indenture dated as of October 19, 2017, to the U.S. Bank Indenture, and Form of 4.000% Prospect Capital InterNote® due 2022(260)
|
Exhibit No.
|
|
Description
|
(d)(546)
|
|
Five Hundred Fifth Supplemental Indenture dated as of October 19, 2017, to the U.S. Bank Indenture, and Form of 4.500% Prospect Capital InterNote® due 2025(260)
|
(d)(547)
|
|
Five Hundred Sixth Supplemental Indenture dated as of October 26, 2017, to the U.S. Bank Indenture, and Form of 4.000% Prospect Capital InterNote® due 2022(262)
|
(d)(548)
|
|
Five Hundred Seventh Supplemental Indenture dated as of October 26, 2017, to the U.S. Bank Indenture, and Form of 4.500% Prospect Capital InterNote® due 2025(262)
|
(d)(549)
|
|
Five Hundred Eighth Supplemental Indenture dated as of November 2, 2017, to the U.S. Bank Indenture, and Form of 4.000% Prospect Capital InterNote® due 2022(263)
|
(d)(550)
|
|
Five Hundred Ninth Supplemental Indenture dated as of November 2, 2017, to the U.S. Bank Indenture, and Form of 4.500% Prospect Capital InterNote® due 2025(263)
|
(d)(551)
|
|
Five Hundred Tenth Supplemental Indenture dated as of November 24, 2017, to the U.S. Bank Indenture, and Form of 4.000% Prospect Capital InterNote® due 2022(264)
|
(d)(552)
|
|
Five Hundred Eleventh Supplemental Indenture dated as of November 24, 2017, to the U.S. Bank Indenture, and Form of 4.500% Prospect Capital InterNote® due 2025(264)
|
(d)(553)
|
|
Five Hundred Twelfth Supplemental Indenture dated as of November 30, 2017, to the U.S. Bank Indenture, and Form of 4.000% Prospect Capital InterNote® due 2022(265)
|
(d)(554)
|
|
Five Hundred Thirteenth Supplemental Indenture dated as of November 30, 2017, to the U.S. Bank Indenture, and Form of 4.500% Prospect Capital InterNote® due 2025(265)
|
(d)(555)
|
|
Five Hundred Fourteenth Supplemental Indenture dated as of December 7, 2017, to the U.S. Bank Indenture, and Form of 4.000% Prospect Capital InterNote® due 2022(266)
|
(d)(556)
|
|
Five Hundred Fifteenth Supplemental Indenture dated as of December 7, 2017, to the U.S. Bank Indenture, and Form of 4.500% Prospect Capital InterNote® due 2025(266)
|
(d)(557)
|
|
Five Hundred Sixteenth Supplemental Indenture dated as of December 14, 2017, to the U.S. Bank Indenture, and Form of 4.000% Prospect Capital InterNote® due 2022(267)
|
(d)(558)
|
|
Five Hundred Seventeenth Supplemental Indenture dated as of December 14, 2017, to the U.S. Bank Indenture, and Form of 4.500% Prospect Capital InterNote® due 2025(267)
|
(d)(559)
|
|
Five Hundred Eighteenth Supplemental Indenture dated as of December 21, 2017, to the U.S. Bank Indenture, and Form of 4.000% Prospect Capital InterNote® due 2022(268)
|
(d)(560)
|
|
Five Hundred Nineteenth Supplemental Indenture dated as of December 21, 2017, to the U.S. Bank Indenture, and Form of 4.500% Prospect Capital InterNote® due 2025(268)
|
(d)(561)
|
|
Five Hundred Twentieth Supplemental Indenture dated as of December 29, 2017, to the U.S. Bank Indenture, and Form of 4.000% Prospect Capital InterNote® due 2022(269)
|
(d)(562)
|
|
Five Hundred Twenty-First Supplemental Indenture dated as of December 29, 2017, to the U.S. Bank Indenture, and Form of 4.500% Prospect Capital InterNote® due 2025(269)
|
(d)(563)
|
|
Five Hundred Twenty-Second Supplemental Indenture dated as of January 5, 2018, to the U.S. Bank Indenture, and Form of 4.000% Prospect Capital InterNote® due 2023(270)
|
(d)(564)
|
|
Five Hundred Twenty-Third Supplemental Indenture dated as of January 5, 2018, to the U.S. Bank Indenture, and Form of 4.500% Prospect Capital InterNote® due 2026(270)
|
(d)(565)
|
|
Five Hundred Twenty-Fourth Supplemental Indenture dated as of January 11, 2018, to the U.S. Bank Indenture, and Form of 4.000% Prospect Capital InterNote® due 2023(271)
|
(d)(566)
|
|
Five Hundred Twenty-Fifth Supplemental Indenture dated as of January 11, 2018, to the U.S. Bank Indenture, and Form of 4.500% Prospect Capital InterNote® due 2026(271)
|
(d)(567)
|
|
Five Hundred Twenty-Sixth Supplemental Indenture dated as of January 19, 2018, to the U.S. Bank Indenture, and Form of 4.000% Prospect Capital InterNote® due 2023(272)
|
(d)(568)
|
|
Five Hundred Twenty-Seventh Supplemental Indenture dated as of January 19, 2018, to the U.S. Bank Indenture, and Form of 4.500% Prospect Capital InterNote® due 2026(272)
|
(d)(569)
|
|
Five Hundred Twenty-Eighth Supplemental Indenture dated as of January 25, 2018, to the U.S. Bank Indenture, and Form of 4.000% Prospect Capital InterNote® due 2023(273)
|
(d)(570)
|
|
Five Hundred Twenty-Ninth Supplemental Indenture dated as of January 25, 2018, to the U.S. Bank Indenture, and Form of 4.500% Prospect Capital InterNote® due 2026(273)
|
(d)(571)
|
|
Five Hundred Thirtieth Supplemental Indenture dated as of February 1, 2018, to the U.S. Bank Indenture, and Form of 4.000% Prospect Capital InterNote® due 2023(274)
|
(d)(572)
|
|
Five Hundred Thirty-First Supplemental Indenture dated as of February 1, 2018, to the U.S. Bank Indenture, and Form of 4.500% Prospect Capital InterNote® due 2026(274)
|
Exhibit No.
|
|
Description
|
(d)(573)
|
|
Five Hundred Thirty-Second Supplemental Indenture dated as of February 8, 2018, to the U.S. Bank Indenture, and Form of 4.000% Prospect Capital InterNote® due 2023(275)
|
(d)(574)
|
|
Five Hundred Thirty-Third Supplemental Indenture dated as of February 8, 2018, to the U.S. Bank Indenture, and Form of 4.500% Prospect Capital InterNote® due 2026(275)
|
(d)(575)
|
|
Five Hundred Thirty-Fourth Supplemental Indenture dated as of February 23, 2018, to the U.S. Bank Indenture, and Form of 4.000% Prospect Capital InterNote® due 2023(276)
|
(d)(576)
|
|
Five Hundred Thirty-Fifth Supplemental Indenture dated as of February 23, 2018, to the U.S. Bank Indenture, and Form of 4.500% Prospect Capital InterNote® due 2026(276)
|
(d)(577)
|
|
Five Hundred Thirty-Sixth Supplemental Indenture dated as of March 1, 2018, to the U.S. Bank Indenture, and Form of 4.000% Prospect Capital InterNote® due 2023(277)
|
(d)(578)
|
|
Five Hundred Thirty-Seventh Supplemental Indenture dated as of March 1, 2018, to the U.S. Bank Indenture, and Form of 4.500% Prospect Capital InterNote® due 2026(277)
|
(d)(579)
|
|
Five Hundred Thirty-Eighth Supplemental Indenture dated as of March 8, 2018, to the U.S. Bank Indenture, and Form of 4.250% Prospect Capital InterNote® due 2023(278)
|
(d)(580)
|
|
Five Hundred Thirty-Ninth Supplemental Indenture dated as of March 8, 2018, to the U.S. Bank Indenture, and Form of 4.750% Prospect Capital InterNote® due 2026(278)
|
(d)(581)
|
|
Five Hundred Fortieth Supplemental Indenture dated as of March 15, 2018, to the U.S. Bank Indenture, and Form of 4.250% Prospect Capital InterNote® due 2023(279)
|
(d)(582)
|
|
Five Hundred Forty-First Supplemental Indenture dated as of March 15, 2018, to the U.S. Bank Indenture, and Form of 4.750% Prospect Capital InterNote® due 2026(279)
|
(d)(583)
|
|
Five Hundred Forty-Second Supplemental Indenture dated as of March 22, 2018, to the U.S. Bank Indenture, and Form of 4.500% Prospect Capital InterNote® due 2023(280)
|
(d)(584)
|
|
Five Hundred Forty-Third Supplemental Indenture dated as of March 22, 2018, to the U.S. Bank Indenture, and Form of 5.000% Prospect Capital InterNote® due 2026(280)
|
(d)(585)
|
|
Five Hundred Forty-Fourth Supplemental Indenture dated as of March 29, 2018, to the U.S. Bank Indenture, and Form of 4.500% Prospect Capital InterNote® due 2023(281)
|
(d)(586)
|
|
Five Hundred Forty-Fifth Supplemental Indenture dated as of March 29, 2018, to the U.S. Bank Indenture, and Form of 5.000% Prospect Capital InterNote® due 2026(281)
|
(d)(587)
|
|
Five Hundred Forty-Sixth Supplemental Indenture dated as of April 5, 2018, to the U.S. Bank Indenture, and Form of 4.500% Prospect Capital InterNote® due 2023(282)
|
(d)(588)
|
|
Five Hundred Forty-Seventh Supplemental Indenture dated as of April 5, 2018, to the U.S. Bank Indenture, and Form of 5.000% Prospect Capital InterNote® due 2026(282)
|
(d)(589)
|
|
Five Hundred Forty-Eighth Supplemental Indenture dated as of April 12, 2018, to the U.S. Bank Indenture, and Form of 4.500% Prospect Capital InterNote® due 2023(283)
|
(d)(590)
|
|
Five Hundred Forty-Ninth Supplemental Indenture dated as of April 12, 2018, to the U.S. Bank Indenture, and Form of 5.000% Prospect Capital InterNote® due 2026(283)
|
(d)(591)
|
|
Five Hundred Fiftieth Supplemental Indenture dated as of April 19, 2018, to the U.S. Bank Indenture, and Form of 4.500% Prospect Capital InterNote® due 2023(284)
|
(d)(592)
|
|
Five Hundred Fifty-First Supplemental Indenture dated as of April 19, 2018, to the U.S. Bank Indenture, and Form of 5.000% Prospect Capital InterNote® due 2026(284)
|
(d)(593)
|
|
Five Hundred Fifty-Second Supplemental Indenture dated as of April 26, 2018, to the U.S. Bank Indenture, and Form of 4.500% Prospect Capital InterNote® due 2023(285)
|
(d)(594)
|
|
Five Hundred Fifty-Third Supplemental Indenture dated as of April 26, 2018, to the U.S. Bank Indenture, and Form of 5.000% Prospect Capital InterNote® due 2026(285)
|
(d)(595)
|
|
Five Hundred Fifty-Fourth Supplemental Indenture dated as of May 3, 2018, to the U.S. Bank Indenture, and Form of 4.750% Prospect Capital InterNote® due 2023(286)
|
(d)(596)
|
|
Five Hundred Fifty-Fifth Supplemental Indenture dated as of May 3, 2018, to the U.S. Bank Indenture, and Form of 5.250% Prospect Capital InterNote® due 2026(286)
|
(d)(597)
|
|
Five Hundred Fifty-Sixth Supplemental Indenture dated as of May 10, 2018, to the U.S. Bank Indenture, and Form of 4.750% Prospect Capital InterNote® due 2023(287)
|
(d)(598)
|
|
Five Hundred Fifty-Seventh Supplemental Indenture dated as of May 10, 2018, to the U.S. Bank Indenture, and Form of 5.250% Prospect Capital InterNote® due 2025(287)
|
(d)(599)
|
|
Form of Global Note of 4.95% Convertible Notes due 2022(289)
|
Exhibit No.
|
|
Description
|
(d)(600)
|
|
Five Hundred Fifty-Eighth Supplemental Indenture dated as of May 24, 2018, to the U.S. Bank Indenture, and Form of 4.750% Prospect Capital InterNote® due 2023(293)
|
(d)(601)
|
|
Five Hundred Fifty-Ninth Supplemental Indenture dated as of May 24, 2018, to the U.S. Bank Indenture, and Form of 5.250% Prospect Capital InterNote® due 2025(293)
|
(d)(602)
|
|
Five Hundred Sixtieth Supplemental Indenture dated as of June 1, 2018, to the U.S. Bank Indenture, and Form of 4.750% Prospect Capital InterNote® due 2023(294)
|
(d)(603)
|
|
Five Hundred Sixty-First Supplemental Indenture dated as of June 1, 2018, to the U.S. Bank Indenture, and Form of 5.250% Prospect Capital InterNote® due 2025(294)
|
(d)(604)
|
|
Supplemental Indenture dated as of June 7, 2018, to the U.S. Bank Indenture, and Form of 6.250% Note due 2028(295)
|
(d)(605)
|
|
Form of Global Note of 5.875% Senior Notes due 2023(296)
|
(d)(606)
|
|
Five Hundred Sixty-Second Supplemental Indenture dated as of June 21, 2018, to the U.S. Bank Indenture, and Form of 5.000% Prospect Capital InterNote® due 2023(297)
|
(d)(607)
|
|
Five Hundred Sixty-Third Supplemental Indenture dated as of June 21, 2018, to the U.S. Bank Indenture, and Form of 5.250% Prospect Capital InterNote® due 2025(297)
|
(d)(608)
|
|
Five Hundred Sixty-Fourth Supplemental Indenture dated as of June 28, 2018, to the U.S. Bank Indenture, and Form of 5.000% Prospect Capital InterNote® due 2023(298)
|
(d)(609)
|
|
Five Hundred Sixty-Fifth Supplemental Indenture dated as of June 28, 2018, to the U.S. Bank Indenture, and Form of 5.250% Prospect Capital InterNote® due 2025(298)
|
(d)(610)
|
|
Supplemental Indenture dated as of July 2, 2018, to the U.S. Bank Indenture, and Form of 6.250% Note due 2024(299)
|
(d)(611)
|
|
Supplemental Indenture dated as of July 2, 2018, to the U.S. Bank Indenture, and Form of 6.250% Note due 2028(299)
|
(d)(612)
|
|
Five Hundred Sixty-Sixth Supplemental Indenture dated as of July 6, 2018, to the U.S. Bank Indenture, and Form of 5.000% Prospect Capital InterNote® due 2023(300)
|
(d)(613)
|
|
Five Hundred Sixty-Seventh Supplemental Indenture dated as of July 6, 2018, to the U.S. Bank Indenture, and Form of 5.500% Prospect Capital InterNote® due 2025(300)
|
(d)(614)
|
|
Five Hundred Sixty-Eighth Supplemental Indenture dated as of July 12, 2018, to the U.S. Bank Indenture, and Form of 5.000% Prospect Capital InterNote® due 2023(301)
|
(d)(615)
|
|
Five Hundred Sixty-Ninth Supplemental Indenture dated as of July 12, 2018, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2026(301)
|
(d)(616)
|
|
Five Hundred Seventieth Supplemental Indenture dated as of July 12, 2018, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2028(301)
|
(d)(617)
|
|
Five Hundred Seventy-First Supplemental Indenture dated as of July 19, 2018, to the U.S. Bank Indenture, and Form of 5.000% Prospect Capital InterNote® due 2023(302)
|
(d)(618)
|
|
Five Hundred Seventy-Second Supplemental Indenture dated as of July 19, 2018, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2026(302)
|
(d)(619)
|
|
Five Hundred Seventy-Third Supplemental Indenture dated as of July 19, 2018, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2028(302)
|
(d)(620)
|
|
Five Hundred Seventy-Fourth Supplemental Indenture dated as of July 26, 2018, to the U.S. Bank Indenture, and Form of 5.000% Prospect Capital InterNote® due 2023(303)
|
(d)(621)
|
|
Five Hundred Seventy-Fifth Supplemental Indenture dated as of July 26, 2018, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2025(303)
|
(d)(622)
|
|
Five Hundred Seventy-Sixth Supplemental Indenture dated as of July 26, 2018, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2028(303)
|
(d)(623)
|
|
Five Hundred Seventy-Seventh Supplemental Indenture dated as of August 2, 2018, to the U.S. Bank Indenture, and Form of 5.000% Prospect Capital InterNote® due 2023(304)
|
(d)(624)
|
|
Five Hundred Seventy-Eighth Supplemental Indenture dated as of August 2, 2018, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2025(304)
|
(d)(625)
|
|
Five Hundred Seventy-Ninth Supplemental Indenture dated as of August 2, 2018, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2028(304)
|
(d)(626)
|
|
Five Hundred Eightieth Supplemental Indenture dated as of August 9, 2018, to the U.S. Bank Indenture, and Form of 5.000% Prospect Capital InterNote® due 2023(306)
|
Exhibit No.
|
|
Description
|
(d)(627)
|
|
Five Hundred Eighty-First Supplemental Indenture dated as of August 9, 2018, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2025(306)
|
(d)(628)
|
|
Five Hundred Eighty-Second Supplemental Indenture dated as of August 9, 2018, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2028(306)
|
(d)(629)
|
|
Five Hundred Eighty-Third Supplemental Indenture dated as of August 16, 2018, to the U.S. Bank Indenture, and Form of 5.000% Prospect Capital InterNote® due 2023(307)
|
(d)(630)
|
|
Five Hundred Eighty-Fourth Supplemental Indenture dated as of August 16, 2018, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2025(307)
|
(d)(631)
|
|
Five Hundred Eighty-Fifth Supplemental Indenture dated as of August 16, 2018, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2028(307)
|
(d)(632)
|
|
Five Hundred Eighty-Sixth Supplemental Indenture dated as of August 23, 2018, to the U.S. Bank Indenture, and Form of 5.000% Prospect Capital InterNote® due 2023(308)
|
(d)(633)
|
|
Five Hundred Eighty-Seventh Supplemental Indenture dated as of August 23, 2018, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2025(308)
|
(d)(634)
|
|
Five Hundred Eighty-Eighth Supplemental Indenture dated as of August 23, 2018, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2028(308)
|
(d)(635)
|
|
Five Hundred Eighty-Ninth Supplemental Indenture dated as of August 30, 2018, to the U.S. Bank Indenture, and Form of 5.000% Prospect Capital InterNote® due 2023(309)
|
(d)(636)
|
|
Five Hundred Ninetieth Supplemental Indenture dated as of August 30, 2018, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2025(309)
|
(d)(637)
|
|
Five Hundred Ninety-First Supplemental Indenture dated as of August 30, 2018, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2028(309)
|
(d)(638)
|
|
Five Hundred Ninety-Second Supplemental Indenture dated as of September 13, 2018, to the U.S. Bank Indenture, and Form of 5.000% Prospect Capital InterNote® due 2023(311)
|
(d)(639)
|
|
Five Hundred Ninety-Third Supplemental Indenture dated as of September 13, 2018, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2025(311)
|
(d)(640)
|
|
Five Hundred Ninety-Fourth Supplemental Indenture dated as of September 13, 2018, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2028(311)
|
(d)(641)
|
|
Five Hundred Ninety-Fifth Supplemental Indenture dated as of September 20, 2018, to the U.S. Bank Indenture, and Form of 5.000% Prospect Capital InterNote® due 2023(312)
|
(d)(642)
|
|
Five Hundred Ninety-Sixth Supplemental Indenture dated as of September 20, 2018, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2025(312)
|
(d)(643)
|
|
Five Hundred Ninety-Seventh Supplemental Indenture dated as of September 20, 2018, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2028(312)
|
(d)(644)
|
|
Five Hundred Ninety-Eighth Supplemental Indenture dated as of September 27, 2018, to the U.S. Bank Indenture, and Form of 5.000% Prospect Capital InterNote® due 2023(313)
|
(d)(645)
|
|
Five Hundred Ninety-Ninth Supplemental Indenture dated as of September 27, 2018, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2025(313)
|
(d)(646)
|
|
Six Hundredth Supplemental Indenture dated as of September 27, 2018, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2028(313)
|
(d)(647)
|
|
Supplemental Indenture dated as of October 1, 2018, to the U.S. Bank Indenture(314)
|
(d)(648)
|
|
Form of 6.375% Senior Note due 2024(314)
|
(d)(649)
|
|
Six Hundred First Supplemental Indenture dated as of October 4, 2018, to the U.S. Bank Indenture, and Form of 5.250% Prospect Capital InterNote® due 2023(315)
|
(d)(650)
|
|
Six Hundred Second Supplemental Indenture dated as of October 4, 2018, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2025(315)
|
(d)(651)
|
|
Six Hundred Third Supplemental Indenture dated as of October 4, 2018, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2028(315)
|
(d)(652)
|
|
Six Hundred Fourth Supplemental Indenture dated as of October 12, 2018, to the U.S. Bank Indenture, and Form of 5.625% Prospect Capital InterNote® due 2023(316)
|
(d)(653)
|
|
Six Hundred Fifth Supplemental Indenture dated as of October 12, 2018, to the U.S. Bank Indenture, and Form of 5.875% Prospect Capital InterNote® due 2025(316)
|
(d)(654)
|
|
Six Hundred Sixth Supplemental Indenture dated as of October 12, 2018, to the U.S. Bank Indenture, and Form of 6.125% Prospect Capital InterNote® due 2028(316)
|
Exhibit No.
|
|
Description
|
(d)(655)
|
|
Six Hundred Seventh Supplemental Indenture dated as of October 18, 2018, to the U.S. Bank Indenture, and Form of 5.625% Prospect Capital InterNote® due 2023(317)
|
(d)(656)
|
|
Six Hundred Eighth Supplemental Indenture dated as of October 18, 2018, to the U.S. Bank Indenture, and Form of 5.875% Prospect Capital InterNote® due 2025(317)
|
(d)(657)
|
|
Six Hundred Ninth Supplemental Indenture dated as of October 18, 2018, to the U.S. Bank Indenture, and Form of 6.125% Prospect Capital InterNote® due 2028(317)
|
(d)(658)
|
|
Six Hundred Tenth Supplemental Indenture dated as of October 25, 2018, to the U.S. Bank Indenture, and Form of 5.625% Prospect Capital InterNote® due 2023(320)
|
(d)(659)
|
|
Six Hundred Eleventh Supplemental Indenture dated as of October 25, 2018, to the U.S. Bank Indenture, and Form of 5.875% Prospect Capital InterNote® due 2025(320)
|
(d)(660)
|
|
Six Hundred Twelfth Supplemental Indenture dated as of October 25, 2018, to the U.S. Bank Indenture, and Form of 6.125% Prospect Capital InterNote® due 2028(320)
|
(d)(661)
|
|
Six Hundred Thirteenth Supplemental Indenture dated as of November 1, 2018, to the U.S. Bank Indenture, and Form of 5.625% Prospect Capital InterNote® due 2023(321)
|
(d)(662)
|
|
Six Hundred Fourteenth Supplemental Indenture dated as of November 1, 2018, to the U.S. Bank Indenture, and Form of 5.875% Prospect Capital InterNote® due 2025(321)
|
(d)(663)
|
|
Six Hundred Fifteenth Supplemental Indenture dated as of November 1, 2018, to the U.S. Bank Indenture, and Form of 6.125% Prospect Capital InterNote® due 2028(321)
|
(d)(664)
|
|
Six Hundred Sixteenth Supplemental Indenture dated as of November 8, 2018, to the U.S. Bank Indenture, and Form of 5.625% Prospect Capital InterNote® due 2023(322)
|
(d)(665)
|
|
Six Hundred Seventeenth Supplemental Indenture dated as of November 8, 2018, to the U.S. Bank Indenture, and Form of 5.875% Prospect Capital InterNote® due 2025(322)
|
(d)(666)
|
|
Six Hundred Eighteenth Supplemental Indenture dated as of November 8, 2018, to the U.S. Bank Indenture, and Form of 6.125% Prospect Capital InterNote® due 2028(322)
|
(d)(667)
|
|
Six Hundred Nineteenth Supplemental Indenture dated as of November 23, 2018, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2023(324)
|
(d)(668)
|
|
Six Hundred Twentieth Supplemental Indenture dated as of November 23, 2018, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2025(324)
|
(d)(669)
|
|
Six Hundred Twenty-First Supplemental Indenture dated as of November 23, 2018, to the U.S. Bank Indenture, and Form of 6.250% Prospect Capital InterNote® due 2028(324)
|
(d)(670)
|
|
Six Hundred Twenty-Second Supplemental Indenture dated as of November 29, 2018, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2023(325)
|
(d)(671)
|
|
Six Hundred Twenty-Third Supplemental Indenture dated as of November 29, 2018, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2025(325)
|
(d)(672)
|
|
Six Hundred Twenty-Fourth Supplemental Indenture dated as of November 29, 2018, to the U.S. Bank Indenture, and Form of 6.250% Prospect Capital InterNote® due 2028(325)
|
(d)(673)
|
|
Supplemental Indenture dated as of December 5, 2018, to the U.S. Bank Indenture, and Form of 6.875% Senior Note due 2029(326)
|
(d)(674)
|
|
Six Hundred Twenty-Fifth Supplemental Indenture dated as of December 13, 2018, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2023(327)
|
(d)(675)
|
|
Six Hundred Twenty-Sixth Supplemental Indenture dated as of December 13, 2018, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2025(327)
|
(d)(676)
|
|
Six Hundred Twenty-Seventh Supplemental Indenture dated as of December 20, 2018, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2023(328)
|
(d)(677)
|
|
Six Hundred Twenty-Eighth Supplemental Indenture dated as of December 20, 2018, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2025(328)
|
(d)(678)
|
|
Six Hundred Twenty-Ninth Supplemental Indenture dated as of December 28, 2018, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2023(329)
|
(d)(679)
|
|
Six Hundred Thirtieth Supplemental Indenture dated as of December 28, 2018, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2025(329)
|
(d)(680)
|
|
Six Hundred Thirty-First Supplemental Indenture dated as of January 4, 2019, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2024(330)
|
(d)(681)
|
|
Six Hundred Thirty-Second Supplemental Indenture dated as of January 4, 2019, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2026(330)
|
Exhibit No.
|
|
Description
|
(d)(682)
|
|
Six Hundred Thirty-Third Supplemental Indenture dated as of January 10, 2019, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2024(331)
|
(d)(683)
|
|
Six Hundred Thirty-Fourth Supplemental Indenture dated as of January 10, 2019, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2026(331)
|
(d)(684)
|
|
Six Hundred Thirty-Fifth Supplemental Indenture dated as of January 17, 2019, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2024(332)
|
(d)(685)
|
|
Six Hundred Thirty-Sixth Supplemental Indenture dated as of January 17, 2019, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2026(332)
|
(d)(686)
|
|
Six Hundred Thirty-Seventh Supplemental Indenture dated as of January 25, 2019, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2024(333)
|
(d)(687)
|
|
Six Hundred Thirty-Eighth Supplemental Indenture dated as of January 25, 2019, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2026(333)
|
(d)(688)
|
|
Six Hundred Thirty-Ninth Supplemental Indenture dated as of January 25, 2019, to the U.S. Bank Indenture, and Form of 6.250% Prospect Capital InterNote® due 2029(333)
|
(d)(689)
|
|
Six Hundred Fortieth Supplemental Indenture dated as of January 31, 2019, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2024(334)
|
(d)(690)
|
|
Six Hundred Forty-First Supplemental Indenture dated as of January 31, 2019, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2026(334)
|
(d)(691)
|
|
Six Hundred Forty-Second Supplemental Indenture dated as of January 31, 2019, to the U.S. Bank Indenture, and Form of 6.250% Prospect Capital InterNote® due 2029(334)
|
(d)(692)
|
|
Six Hundred Forty-Third Supplemental Indenture dated as of February 7, 2019, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2024(335)
|
(d)(693)
|
|
Six Hundred Forty-Fourth Supplemental Indenture dated as of February 7, 2019, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2026(335)
|
(d)(694)
|
|
Six Hundred Forty-Fifth Supplemental Indenture dated as of February 7, 2019, to the U.S. Bank Indenture, and Form of 6.250% Prospect Capital InterNote® due 2029(335)
|
(d)(695)
|
|
Supplemental Indenture dated as of February 7, 2019, to the U.S. Bank Indenture and Form of 6.875% Note due 2029(336)
|
(d)(696)
|
|
Six Hundred Forty-Sixth Supplemental Indenture dated as of February 22, 2019, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2024(337)
|
(d)(697)
|
|
Six Hundred Forty-Seventh Supplemental Indenture dated as of February 22, 2019, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2026(337)
|
(d)(698)
|
|
Six Hundred Forty-Eighth Supplemental Indenture dated as of February 22, 2019, to the U.S. Bank Indenture, and Form of 6.250% Prospect Capital InterNote® due 2029(337)
|
(d)(699)
|
|
Six Hundred Forty-Ninth Supplemental Indenture dated as of February 28, 2019, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2024(338)
|
(d)(700)
|
|
Six Hundred Fiftieth Supplemental Indenture dated as of February 28, 2019, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2026(338)
|
(d)(701)
|
|
Six Hundred Fifty-First Supplemental Indenture dated as of February 28, 2019, to the U.S. Bank Indenture, and Form of 6.250% Prospect Capital InterNote® due 2029(338)
|
(d)(702)
|
|
Supplemental Indenture dated as of March 1, 2019, to the U.S. Bank Indenture, and Form of 6.375% Convertible Note due 2025(339)
|
(d)(703)
|
|
Six Hundred Fifty-Second Supplemental Indenture dated as of March 7, 2019, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2024(340)
|
(d)(704)
|
|
Six Hundred Fifty-Third Supplemental Indenture dated as of March 7, 2019, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2026(340)
|
(d)(705)
|
|
Six Hundred Fifty-Fourth Supplemental Indenture dated as of March 7, 2019, to the U.S. Bank Indenture, and Form of 6.250% Prospect Capital InterNote® due 2029(340)
|
(d)(706)
|
|
Six Hundred Fifty-Fifth Supplemental Indenture dated as of March 14, 2019, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2024(341)
|
(d)(707)
|
|
Six Hundred Fifty-Sixth Supplemental Indenture dated as of March 14, 2019, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2026(341)
|
(d)(708)
|
|
Six Hundred Fifty-Seventh Supplemental Indenture dated as of March 14, 2019, to the U.S. Bank Indenture, and Form of 6.250% Prospect Capital InterNote® due 2029(341)
|
Exhibit No.
|
|
Description
|
(d)(709)
|
|
Six Hundred Fifty-Eighth Supplemental Indenture dated as of March 21, 2019, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2024(342)
|
(d)(710)
|
|
Six Hundred Fifty-Ninth Supplemental Indenture dated as of March 21, 2019, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2026(342)
|
(d)(711)
|
|
Six Hundred Sixtieth Supplemental Indenture dated as of March 21, 2019, to the U.S. Bank Indenture, and Form of 6.250% Prospect Capital InterNote® due 2029(342)
|
(d)(712)
|
|
Six Hundred Sixty-First Supplemental Indenture dated as of March 28, 2019, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2024(343)
|
(d)(713)
|
|
Six Hundred Sixty-Second Supplemental Indenture dated as of March 28, 2019, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2026(343)
|
(d)(714)
|
|
Six Hundred Sixty-Third Supplemental Indenture dated as of March 28, 2019, to the U.S. Bank Indenture, and Form of 6.250% Prospect Capital InterNote® due 2029(343)
|
(d)(715)
|
|
Six Hundred Sixty-Fourth Supplemental Indenture dated as of April 4, 2019, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2024(344)
|
(d)(716)
|
|
Six Hundred Sixty-Fifth Supplemental Indenture dated as of April 4, 2019, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2026(344)
|
(d)(717)
|
|
Six Hundred Sixty-Sixth Supplemental Indenture dated as of April 4, 2019, to the U.S. Bank Indenture, and Form of 6.250% Prospect Capital InterNote® due 2029(344)
|
(d)(718)
|
|
Six Hundred Sixty-Seventh Supplemental Indenture dated as of April 11, 2019, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2024(345)
|
(d)(719)
|
|
Six Hundred Sixty-Eighth Supplemental Indenture dated as of April 11, 2019, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2026(345)
|
(d)(720)
|
|
Six Hundred Sixty-Ninth Supplemental Indenture dated as of April 11, 2019, to the U.S. Bank Indenture, and Form of 6.250% Prospect Capital InterNote® due 2029(345)
|
(d)(721)
|
|
Six Hundred Seventieth Supplemental Indenture dated as of April 18, 2019, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2024(346)
|
(d)(722)
|
|
Six Hundred Seventy-First Supplemental Indenture dated as of April 18, 2019, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2026(346)
|
(d)(723)
|
|
Six Hundred Seventy-Second Supplemental Indenture dated as of April 18, 2019, to the U.S. Bank Indenture, and Form of 6.250% Prospect Capital InterNote® due 2029(346)
|
(d)(724)
|
|
Six Hundred Seventy-Third Supplemental Indenture dated as of April 25, 2019, to the U.S. Bank Indenture, and Form of 5.500% Prospect Capital InterNote® due 2024(347)
|
(d)(725)
|
|
Six Hundred Seventy-Fourth Supplemental Indenture dated as of April 25, 2019, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2026(347)
|
(d)(726)
|
|
Six Hundred Seventy-Fifth Supplemental Indenture dated as of April 25, 2019, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2029(347)
|
(d)(727)
|
|
Six Hundred Seventy-Sixth Supplemental Indenture dated as of May 2, 2019, to the U.S. Bank Indenture, and Form of 5.500% Prospect Capital InterNote® due 2024(348)
|
(d)(728)
|
|
Six Hundred Seventy-Seventh Supplemental Indenture dated as of May 2, 2019, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2026(348)
|
(d)(729)
|
|
Six Hundred Seventy-Eighth Supplemental Indenture dated as of May 2, 2019, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2029(348)
|
(d)(730)
|
|
Six Hundred Seventy-Ninth Supplemental Indenture dated as of May 9, 2019, to the U.S. Bank Indenture, and Form of 5.250% Prospect Capital InterNote® due 2024(349)
|
(d)(731)
|
|
Six Hundred Eightieth Supplemental Indenture dated as of May 9, 2019, to the U.S. Bank Indenture, and Form of 5.500% Prospect Capital InterNote® due 2026(349)
|
(d)(732)
|
|
Six Hundred Eighty-First Supplemental Indenture dated as of May 9, 2019, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2029(349)
|
(d)(733)
|
|
Six Hundred Eighty-Second Supplemental Indenture dated as of May 23, 2019, to the U.S. Bank Indenture, and Form of 5.250% Prospect Capital InterNote® due 2024(351)
|
(d)(734)
|
|
Six Hundred Eighty-Third Supplemental Indenture dated as of May 23, 2019, to the U.S. Bank Indenture, and Form of 5.500% Prospect Capital InterNote® due 2026(351)
|
(d)(735)
|
|
Six Hundred Eighty-Fourth Supplemental Indenture dated as of May 23, 2019, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2029(351)
|
Exhibit No.
|
|
Description
|
(d)(736)
|
|
Six Hundred Eighty-Fifth Supplemental Indenture dated as of May 31, 2019, to the U.S. Bank Indenture, and Form of 5.250% Prospect Capital InterNote® due 2024(352)
|
(d)(737)
|
|
Six Hundred Eighty-Sixth Supplemental Indenture dated as of May 31, 2019, to the U.S. Bank Indenture, and Form of 5.500% Prospect Capital InterNote® due 2026(352)
|
(d)(738)
|
|
Six Hundred Eighty-Seventh Supplemental Indenture dated as of May 31, 2019, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2029(352)
|
(d)(739)
|
|
Six Hundred Eighty-Eighth Supplemental Indenture dated as of June 6, 2019, to the U.S. Bank Indenture, and Form of 5.250% Prospect Capital InterNote® due 2024(353)
|
(d)(740)
|
|
Six Hundred Eighty-Ninth Supplemental Indenture dated as of June 6, 2019, to the U.S. Bank Indenture, and Form of 5.500% Prospect Capital InterNote® due 2026(353)
|
(d)(741)
|
|
Six Hundred Ninetieth Supplemental Indenture dated as of June 6, 2019, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2029(353)
|
(d)(742)
|
|
Six Hundred Ninety-First Supplemental Indenture dated as of June 13, 2019, to the U.S. Bank Indenture, and Form of 5.250% Prospect Capital InterNote® due 2024(354)
|
(d)(743)
|
|
Six Hundred Ninety-Second Supplemental Indenture dated as of June 13, 2019, to the U.S. Bank Indenture, and Form of 5.500% Prospect Capital InterNote® due 2026(354)
|
(d)(744)
|
|
Six Hundred Ninety-Third Supplemental Indenture dated as of June 13, 2019, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2029(354)
|
(d)(745)
|
|
Six Hundred Ninety-Fourth Supplemental Indenture dated as of June 20, 2019, to the U.S. Bank Indenture, and Form of 5.250% Prospect Capital InterNote® due 2024(355)
|
(d)(746)
|
|
Six Hundred Ninety-Fifth Supplemental Indenture dated as of June 20, 2019, to the U.S. Bank Indenture, and Form of 5.500% Prospect Capital InterNote® due 2026(355)
|
(d)(747)
|
|
Six Hundred Ninety-Sixth Supplemental Indenture dated as of June 20, 2019, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2029(355)
|
(d)(748)
|
|
Six Hundred Ninety-Seventh Supplemental Indenture dated as of June 27, 2019, to the U.S. Bank Indenture, and Form of 5.250% Prospect Capital InterNote® due 2024(356)
|
(d)(749)
|
|
Six Hundred Ninety-Eighth Supplemental Indenture dated as of June 27, 2019, to the U.S. Bank Indenture, and Form of 5.500% Prospect Capital InterNote® due 2026(356)
|
(d)(750)
|
|
Six Hundred Ninety-Ninth Supplemental Indenture dated as of June 27, 2019, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2029(356)
|
(d)(751)
|
|
Seven Hundredth Supplemental Indenture dated as of July 5, 2019, to the U.S. Bank Indenture, and Form of 5.000% Prospect Capital InterNote® due 2024(357)
|
(d)(752)
|
|
Seven Hundred First Supplemental Indenture dated as of July 5, 2019, to the U.S. Bank Indenture, and Form of 5.250% Prospect Capital InterNote® due 2026(357)
|
(d)(753)
|
|
Seven Hundred Second Supplemental Indenture dated as of July 5, 2019, to the U.S. Bank Indenture, and Form of 5.500% Prospect Capital InterNote® due 2029(357)
|
(d)(754)
|
|
Seven Hundred Third Supplemental Indenture dated as of July 5, 2019, to the U.S. Bank Indenture, and Form of 5.000% to 7.500% Prospect Capital InterNote® due 2029(357)
|
(d)(755)
|
|
Seven Hundred Fourth Supplemental Indenture dated as of July 11, 2019, to the U.S. Bank Indenture, and Form of 4.750% Prospect Capital InterNote® due 2024(358)
|
(d)(756)
|
|
Seven Hundred Fifth Supplemental Indenture dated as of July 11, 2019, to the U.S. Bank Indenture, and Form of 5.000% Prospect Capital InterNote® due 2026(358)
|
(d)(757)
|
|
Seven Hundred Sixth Supplemental Indenture dated as of July 11, 2019, to the U.S. Bank Indenture, and Form of 5.250% Prospect Capital InterNote® due 2029(358)
|
(d)(758)
|
|
Seven Hundred Seventh Supplemental Indenture dated as of July 11, 2019, to the U.S. Bank Indenture, and Form of 4.750% to 7.250% Prospect Capital InterNote® due 2029(358)
|
(d)(759)
|
|
Seven Hundred Eighth Supplemental Indenture dated as of July 18, 2019, to the U.S. Bank Indenture, and Form of 4.750% Prospect Capital InterNote® due 2024(359)
|
(d)(760)
|
|
Seven Hundred Ninth Supplemental Indenture dated as of July 18, 2019, to the U.S. Bank Indenture, and Form of 5.000% Prospect Capital InterNote® due 2026(359)
|
(d)(761)
|
|
Seven Hundred Tenth Supplemental Indenture dated as of July 18, 2019, to the U.S. Bank Indenture, and Form of 5.250% Prospect Capital InterNote® due 2029(359)
|
(d)(762)
|
|
Seven Hundred Eleventh Supplemental Indenture dated as of July 18, 2019, to the U.S. Bank Indenture, and Form of 4.750% to 7.250% Prospect Capital InterNote® due 2029(359)
|
Exhibit No.
|
|
Description
|
(d)(763)
|
|
Seven Hundred Twelfth Supplemental Indenture dated as of July 25, 2019, to the U.S. Bank Indenture, and Form of 4.500% Prospect Capital InterNote® due 2024(360)
|
(d)(764)
|
|
Seven Hundred Thirteenth Supplemental Indenture dated as of July 25, 2019, to the U.S. Bank Indenture, and Form of 4.750% Prospect Capital InterNote® due 2026(360)
|
(d)(765)
|
|
Seven Hundred Fourteenth Supplemental Indenture dated as of July 25, 2019, to the U.S. Bank Indenture, and Form of 5.000% Prospect Capital InterNote® due 2029(360)
|
(d)(766)
|
|
Seven Hundred Fifteenth Supplemental Indenture dated as of July 25, 2019, to the U.S. Bank Indenture, and Form of 4.500% to 7.000% Prospect Capital InterNote® due 2029(360)
|
(d)(767)
|
|
Seven Hundred Sixteenth Supplemental Indenture dated as of August 1, 2019, to the U.S. Bank Indenture, and Form of 4.250% Prospect Capital InterNote® due 2024(361)
|
(d)(768)
|
|
Seven Hundred Seventeenth Supplemental Indenture dated as of August 1, 2019, to the U.S. Bank Indenture, and Form of 4.500% Prospect Capital InterNote® due 2026(361)
|
(d)(769)
|
|
Seven Hundred Eighteenth Supplemental Indenture dated as of August 1, 2019, to the U.S. Bank Indenture, and Form of 4.750% Prospect Capital InterNote® due 2029(361)
|
(d)(770)
|
|
Seven Hundred Nineteenth Supplemental Indenture dated as of August 1, 2019, to the U.S. Bank Indenture, and Form of 4.250% to 6.750% Prospect Capital InterNote® due 2029(361)
|
(d)(771)
|
|
Form of Supplemental Indenture (floating rate notes)†
|
(d)(772)
|
|
Form of Supplemental Indenture (fixed rate notes)(362)
|
(d)(771)
|
|
Seven Hundred Twentieth Supplemental Indenture dated as of August 8, 2019, to the U.S. Bank Indenture, and Form of 4.250% Prospect Capital InterNote® due 2024(363)
|
(d)(772)
|
|
Seven Hundred Twenty-First Supplemental Indenture dated as of August 8, 2019, to the U.S. Bank Indenture, and Form of 4.500% Prospect Capital InterNote® due 2026(363)
|
(d)(773)
|
|
Seven Hundred Twenty-Second Supplemental Indenture dated as of August 8, 2019, to the U.S. Bank Indenture, and Form of 4.750% Prospect Capital InterNote® due 2029(363)
|
(d)(774)
|
|
Seven Hundred Twenty-Third Supplemental Indenture dated as of August 8, 2019, to the U.S. Bank Indenture, and Form of 4.250% to 6.750% Prospect Capital InterNote® due 2029(363)
|
(d)(775)
|
|
Seven Hundred Twenty-Fourth Supplemental Indenture dated as of August 15, 2019, to the U.S. Bank Indenture, and Form of 4.000% Prospect Capital InterNote® due 2024(364)
|
(d)(776)
|
|
Seven Hundred Twenty-Fifth Supplemental Indenture dated as of August 15, 2019, to the U.S. Bank Indenture, and Form of 4.250% Prospect Capital InterNote® due 2026(364)
|
(d)(777)
|
|
Seven Hundred Twenty-Sixth Supplemental Indenture dated as of August 15, 2019, to the U.S. Bank Indenture, and Form of 4.500% Prospect Capital InterNote® due 2029(364)
|
(d)(778)
|
|
Seven Hundred Twenty-Seventh Supplemental Indenture dated as of August 15, 2019, to the U.S. Bank Indenture, and Form of 4.000% to 6.500% Prospect Capital InterNote® due 2029(364)
|
(d)(779)
|
|
Seven Hundred Twenty-Eighth Supplemental Indenture dated as of August 22, 2019, to the U.S. Bank Indenture, and Form of 3.750% Prospect Capital InterNote® due 2024(365)
|
(d)(780)
|
|
Seven Hundred Twenty-Ninth Supplemental Indenture dated as of August 22, 2019, to the U.S. Bank Indenture, and Form of 4.000% Prospect Capital InterNote® due 2026(365)
|
(d)(781)
|
|
Seven Hundred Thirtieth Supplemental Indenture dated as of August 22, 2019, to the U.S. Bank Indenture, and Form of 4.250% Prospect Capital InterNote® due 2029(365)
|
(d)(782)
|
|
Seven Hundred Thirty-First Supplemental Indenture dated as of August 22, 2019, to the U.S. Bank Indenture, and Form of 3.750% to 6.250% Prospect Capital InterNote® due 2029(365)
|
(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)
|
|
Selling Agent Agreement, dated May 10, 2019, 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(350)
|
(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)
|
|
Debt Distribution Agreement, dated July 2, 2018(299)
|
(h)(6)
|
|
Debt Distribution Agreement, dated July 2, 2018(299)
|
Exhibit No.
|
|
Description
|
(h)(7)
|
|
Underwriting Agreement, dated November 28, 2018(326)
|
(h)(8)
|
|
Debt Distribution Agreement, dated February 7, 2019(336)
|
(h)(9)
|
|
Debt Distribution Agreement, dated February 7, 2019(336)
|
(h)(10)
|
|
Debt Distribution Agreement, dated February 7, 2019(336)
|
(h)(11)
|
|
Underwriting Agreement, dated February 27, 2019(339)
|
(h)(12)
|
|
Form of Selling Agent Agreement†
|
(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)
|
(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(252)
|
(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)
|
|
Sixth Amended and Restated Loan and Servicing Agreement, dated August 1, 2018, 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, and KeyBank National Association as Facility Agent, Syndication Agent, Structuring Agent, Sole Lead Arranger and Sole Bookrunner(305)
|
(l)(1)
|
|
Opinion and Consent of Venable LLP, as special Maryland counsel for the Registrant*
|
(l)(2)
|
|
Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom LLP, as special New York counsel for the Registrant*
|
(m)
|
|
Not Applicable
|
(n)(1)
|
|
Power of Attorney(362)
|
(n)(2)
|
|
Consent of independent registered public accounting firm (BDO USA, LLP)†
|
(n)(3)
|
|
Report of independent registered public accounting firm on “Senior Securities” table†
|
(n)(4)
|
|
Consent of independent auditor (RSM US LLP)†
|
(n)(5)
|
|
Consent of independent auditor (BDO USA, LLP)†
|
(o)
|
|
Not Applicable
|
(p)
|
|
Not Applicable
|
(q)
|
|
Not Applicable
|
(r)
|
|
Code of Ethics(203)
|
(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 December 11, 2015.
|
(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.
|
(252)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 39 to the Registration Statement on Form N-2, filed on August 30, 2017.
|
(253)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 40 to the Registration Statement on Form N-2, filed on August 31, 2017.
|
(254)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 41 to the Registration Statement on Form N-2, filed on September 1, 2017.
|
(255)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 42 to the Registration Statement on Form N-2, filed on September 14, 2017.
|
(256)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 43 to the Registration Statement on Form N-2, filed on September 21, 2017.
|
(257)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 44 to the Registration Statement on Form N-2, filed on September 28, 2017.
|
(258)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 45 to the Registration Statement on Form N-2, filed on October 5, 2017.
|
(259)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 46 to the Registration Statement on Form N-2, filed on October 13, 2017.
|
(260)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 47 to the Registration Statement on Form N-2, filed on October 19, 2017.
|
(261)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 48 to the Registration Statement on Form N-2, filed on October 20, 2017.
|
(262)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 49 to the Registration Statement on Form N-2, filed on October 26, 2017.
|
(263)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 51 to the Registration Statement on Form N-2, filed on November 2, 2017.
|
(264)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 52 to the Registration Statement on Form N-2, filed on November 24, 2017.
|
(265)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 53 to the Registration Statement on Form N-2, filed on November 30, 2017.
|
(266)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 54 to the Registration Statement on Form N-2, filed on December 7, 2017.
|
(267)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 55 to the Registration Statement on Form N-2, filed on December 14, 2017.
|
(268)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 56 to the Registration Statement on Form N-2, filed on December 21, 2017.
|
(269)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 57 to the Registration Statement on Form N-2, filed on December 29, 2017.
|
(270)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 58 to the Registration Statement on Form N-2, filed on January 5, 2018.
|
(271)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 59 to the Registration Statement on Form N-2, filed on January 11, 2018.
|
(272)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 60 to the Registration Statement on Form N-2, filed on January 19, 2018.
|
(273)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 61 to the Registration Statement on Form N-2, filed on January 25, 2018.
|
(274)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 62 to the Registration Statement on Form N-2, filed on February 1, 2018.
|
(275)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 63 to the Registration Statement on Form N-2, filed on February 8, 2018.
|
(276)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 64 to the Registration Statement on Form N-2, filed on February 23, 2018.
|
(277)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 65 to the Registration Statement on Form N-2, filed on March 1, 2018.
|
(278)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 66 to the Registration Statement on Form N-2, filed on March 8, 2018.
|
(279)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 67 to the Registration Statement on Form N-2, filed on March 15, 2018.
|
(280)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 68 to the Registration Statement on Form N-2, filed on March 22, 2018.
|
(281)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 69 to the Registration Statement on Form N-2, filed on March 29, 2018.
|
(282)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 70 to the Registration Statement on Form N-2, filed on April 5, 2018.
|
(283)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 71 to the Registration Statement on Form N-2, filed on April 12, 2018.
|
(284)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 72 to the Registration Statement on Form N-2, filed on April 19, 2018.
|
(285)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 73 to the Registration Statement on Form N-2, filed on April 26, 2018.
|
(286)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 74 to the Registration Statement on Form N-2, filed on May 3, 2018.
|
(287)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 75 to the Registration Statement on Form N-2, filed on May 10, 2018.
|
(288)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 76 to the Registration Statement on Form N-2, filed on May 11, 2018.
|
(289)
|
Incorporated by reference to Exhibit 4.1 of the Registrant's Form 8-K, filed on May 18, 2018.
|
(290)
|
Incorporated by reference to Exhibit 1.1 of the Registrant's Form 8-K, filed on May 18, 2018.
|
(291)
|
Incorporated by reference to Exhibit 5.1 of the Registrant's Form 8-K, filed on May 18, 2018.
|
(292)
|
Incorporated by reference to Exhibit 5.2 of the Registrant's Form 8-K, filed on May 18, 2018.
|
(293)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 78 to the Registration Statement on Form N-2, filed on May 24, 2018.
|
(294)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 79 to the Registration Statement on Form N-2, filed on June 1, 2018.
|
(295)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 80 to the Registration Statement on Form N-2, filed on June 7, 2018.
|
(296)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 81 to the Registration Statement on Form N-2, filed on June 20, 2018.
|
(297)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 82 to the Registration Statement on Form N-2, filed on June 21, 2018.
|
(298)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 83 to the Registration Statement on Form N-2, filed on June 28, 2018.
|
(299)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 84 to the Registration Statement on Form N-2, filed on July 2, 2018.
|
(300)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 85 to the Registration Statement on Form N-2, filed on July 6, 2018.
|
(301)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 86 to the Registration Statement on Form N-2, filed on July 12, 2018.
|
(302)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 87 to the Registration Statement on Form N-2, filed on July 19, 2018.
|
(303)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 88 to the Registration Statement on Form N-2, filed on July 26, 2018.
|
(304)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 89 to the Registration Statement on Form N-2, filed on August 2, 2018.
|
(305)
|
Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K, filed on August 6, 2018.
|
(306)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 90 to the Registration Statement on Form N-2, filed on August 9, 2018.
|
(307)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 91 to the Registration Statement on Form N-2, filed on August 16, 2018.
|
(308)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 92 to the Registration Statement on Form N-2, filed on August 23, 2018.
|
(309)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 93 to the Registration Statement on Form N-2, filed on August 30, 2018.
|
(310)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 94 to the Registration Statement on Form N-2, filed on August 31, 2018.
|
(311)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 95 to the Registration Statement on Form N-2, filed on September 13, 2018.
|
(312)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 96 to the Registration Statement on Form N-2, filed on September 20, 2018.
|
(313)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 97 to the Registration Statement on Form N-2, filed on September 27, 2018.
|
(314)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 98 to the Registration Statement on Form N-2, filed on October 1, 2018.
|
(315)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 99 to the Registration Statement on Form N-2, filed on October 4, 2018.
|
(316)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 100 to the Registration Statement on Form N-2, filed on October 12, 2018.
|
(317)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 101 to the Registration Statement on Form N-2, filed on October 18, 2018.
|
(318)
|
Incorporated by reference from the Registrant's Registration Statement on Form N-2, filed on August 31, 2018.
|
(319)
|
Incorporated by reference from the Registrant's Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2, filed on October 23, 2018.
|
(320)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 102 to the Registration Statement on Form N-2, filed on October 25, 2018.
|
(321)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 103 to the Registration Statement on Form N-2, filed on November 1, 2018.
|
(322)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 1 to the Registration Statement on Form N-2, filed on November 8, 2018.
|
(323)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 2 to the Registration Statement on Form N-2, filed on November 9, 2018.
|
(324)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 3 to the Registration Statement on Form N-2, filed on November 23, 2018.
|
(325)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 4 to the Registration Statement on Form N-2, filed on November 29, 2018.
|
(326)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 5 to the Registration Statement on Form N-2, filed on December 6, 2018.
|
(327)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 6 to the Registration Statement on Form N-2, filed on December 13, 2018.
|
(328)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 7 to the Registration Statement on Form N-2, filed on December 20, 2018.
|
(329)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 8 to the Registration Statement on Form N-2, filed on December 28, 2018.
|
(330)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 9 to the Registration Statement on Form N-2, filed on January 4, 2019.
|
(331)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 10 to the Registration Statement on Form N-2, filed on January 10, 2019.
|
(332)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 11 to the Registration Statement on Form N-2, filed on January 17, 2019.
|
(333)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 12 to the Registration Statement on Form N-2, filed on January 25, 2019.
|
(334)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 13 to the Registration Statement on Form N-2, filed on January 31, 2019.
|
(335)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 14 to the Registration Statement on Form N-2, filed on February 7, 2019.
|
(336)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 15 to the Registration Statement on Form N-2, filed on February 20, 2019.
|
(337)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 16 to the Registration Statement on Form N-2, filed on February 22, 2019.
|
(338)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 17 to the Registration Statement on Form N-2, filed on February 28, 2019.
|
(339)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 18 to the Registration Statement on Form N-2, filed on March 1, 2019.
|
(340)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 19 to the Registration Statement on Form N-2, filed on March 7, 2019.
|
(341)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 20 to the Registration Statement on Form N-2, filed on March 14, 2019.
|
(342)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 21 to the Registration Statement on Form N-2, filed on March 21, 2019.
|
(343)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 22 to the Registration Statement on Form N-2, filed on March 28, 2019.
|
(344)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 23 to the Registration Statement on Form N-2, filed on April 4, 2019.
|
(345)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 24 to the Registration Statement on Form N-2, filed on April 11, 2019.
|
(346)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 25 to the Registration Statement on Form N-2, filed on April 18, 2019.
|
(347)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 26 to the Registration Statement on Form N-2, filed on April 25, 2019.
|
(348)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 27 to the Registration Statement on Form N-2, filed on May 2, 2019.
|
(349)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 28 to the Registration Statement on Form N-2, filed on May 9, 2019.
|
(350)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 29 to the Registration Statement on Form N-2, filed on May 17, 2019.
|
(351)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 30 to the Registration Statement on Form N-2, filed on May 23, 2019.
|
(352)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 31 to the Registration Statement on Form N-2, filed on May 31, 2019.
|
(353)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 32 to the Registration Statement on Form N-2, filed on June 6, 2019.
|
(354)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 33 to the Registration Statement on Form N-2, filed on June 13, 2019.
|
(355)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 34 to the Registration Statement on Form N-2, filed on June 20, 2019.
|
(356)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 35 to the Registration Statement on Form N-2, filed on June 27, 2019.
|
(357)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 36 to the Registration Statement on Form N-2, filed on July 5, 2019.
|
(358)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 37 to the Registration Statement on Form N-2, filed on July 11, 2019.
|
(359)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 38 to the Registration Statement on Form N-2, filed on July 18, 2019.
|
(360)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 39 to the Registration Statement on Form N-2, filed on July 25, 2019.
|
(361)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 40 to the Registration Statement on Form N-2, filed on August 1, 2019.
|
(362)
|
Incorporated by reference from the Registrant's Registration Statement on Form N-2, filed on August 2, 2019.
|
(363)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 41 to the Registration Statement on Form N-2, filed on August 8, 2019.
|
(364)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 42 to the Registration Statement on Form N-2, filed on August 15, 2019.
|
(365)
|
Incorporated by reference from the Registrant's Post-Effective Amendment No. 43 to the Registration Statement on Form N-2, filed on August 22, 2019.
|
*
|
To be filed by amendment.
|
Commission registration fee
|
$
|
60,600
|
|
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
|
$
|
2,160,600
|
|
Name of Entity and Place of Jurisdiction
|
|
% of Voting Securities Owned
|
|
SB Forging Company, 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
|
%
|
Spartan Energy Holdings, Inc. (Delaware)
|
|
64.0
|
%
|
Spartan Energy Services, LLC (Delaware)
|
|
64.0
|
%
|
Spartan Thru Tubing Services, LLC (Delaware)
|
|
64.0
|
%
|
Spartan Well Testing Services, LLC (Delaware)
|
|
64.0
|
%
|
Spartan Flow Control Services, LLC (Delaware)
|
|
64.0
|
%
|
Echelon Transportation 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)
|
|
60.7
|
%
|
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 Lease Limited (Isle of Man)
|
|
60.7
|
%
|
Name of Entity and Place of Jurisdiction
|
|
% of Voting Securities Owned
|
|
Fourteenth Waha Lease Limited (Isle of Man)
|
|
60.7
|
%
|
Wahaflot Leasing 963 (Bermuda) Limited (Bermuda)
|
|
60.7
|
%
|
Wahaflot Leasing 1 Limited (Cyprus)
|
|
60.7
|
%
|
16TH Waha Lease (Labuan) Limited (Labuan)
|
|
60.7
|
%
|
Waha Lease (Labuan) Limited (Labuan)
|
|
60.7
|
%
|
AerLift Leasing Netherlands B.V. (Netherlands)
|
|
60.7
|
%
|
AerLift Leasing Isle of Man 1 Limited (Isle of Man)
|
|
60.7
|
%
|
AerLift Leasing France MSN 24698 S.a.r.l. (France)
|
|
60.7
|
%
|
Energy Solutions Holdings Inc. (Delaware)*
|
|
100.0
|
%
|
Freedom Marine 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
|
%
|
Yatesville Coal Company, LLC (Delaware)
|
|
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
|
%
|
InterDent, Inc. (Delaware)
|
|
99.9
|
%
|
InterDent Service Corporation (Washington)
|
|
99.9
|
%
|
Capitol Dental Care, Inc. (Oregon)
|
|
99.9
|
%
|
Managed Dental Care of Oregon, Inc. (Oregon)
|
|
99.9
|
%
|
Dedicated Dental Systems, Inc. (Washington)
|
|
99.9
|
%
|
Southwest Dental Group, LTD (Arizona)
|
|
99.9
|
%
|
Del Sol Health Advantage, LLC (Nevada)
|
|
99.9
|
%
|
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
|
%
|
Name of Entity and Place of Jurisdiction
|
|
% of Voting Securities Owned
|
|
Prospect Small Business Lending LLC (Delaware)*
|
|
100.0
|
%
|
PSBL, LLC (Delaware)*
|
|
100.0
|
%
|
Prospect Yield Corporation, LLC (Delaware)*
|
|
100.0
|
%
|
Pacific World Corporation (California)
|
|
100.0
|
%
|
Woodward Laboratories Incorporated (California)
|
|
100.0
|
%
|
Pacific World Puerto Rico (California)
|
|
100.0
|
%
|
The W.E. Bassett Company (Connecticut)
|
|
100.0
|
%
|
C-Bates, LLC (Connecticut)
|
|
100.0
|
%
|
Trim International Sales Corp. (Connecticut)
|
|
100.0
|
%
|
Pacific World De Mexico, S. De R.L. De C.V. (Mexico)
|
|
100.0
|
%
|
Pacific World Limited (England and Wales)
|
|
100.0
|
%
|
Fing’rs (Europe) AG (Switzerland)
|
|
100.0
|
%
|
Fing’rs (Deutshland) GmbH (Germany)
|
|
100.0
|
%
|
Wolf Energy Holdings Inc. (Delaware)*
|
|
100.0
|
%
|
Wolf Energy, LLC (Delaware)
|
|
100.0
|
%
|
Appalachian Energy Holdings, LLC (Delaware)
|
|
100.0
|
%
|
H&M Resources, LLC (Texas)
|
|
100.0
|
%
|
C & S Operating, LLC (Delaware)
|
|
100.0
|
%
|
The Healing Staff, Inc. (Texas)
|
|
100.0
|
%
|
Jet Mining (Australia)
|
|
100.0
|
%
|
R-V Industries, Inc. (Pennsylvania)
|
|
88.3
|
%
|
STI Holding, Inc. (Delaware)
|
|
100.0
|
%
|
NPH Carroll Resort, LLC (Delaware)
|
|
100.0
|
%
|
Arium Resort, LLC (Delaware)
|
|
100.0
|
%
|
Arlington Park Marietta, LLC (Delaware)
|
|
93.3
|
%
|
Lofton Place, LLC (Delaware)
|
|
93.2
|
%
|
NPH Gulf Coast Holdings, LLC (Delaware)
|
|
99.3
|
%
|
Cordova Regency, LLC (Delaware)
|
|
99.3
|
%
|
Crestview at Oakleigh, LLC (Delaware)
|
|
99.3
|
%
|
Inverness Lakes, LLC (Delaware)
|
|
99.3
|
%
|
Kings Mill Pensacola, LLC (Delaware)
|
|
99.3
|
%
|
Plantations at Pine Lake, LLC (Delaware)
|
|
99.3
|
%
|
Verandas at Rocky Ridge, LLC (Delaware)
|
|
99.3
|
%
|
Crestview at Cordova, 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
|
%
|
Name of Entity and Place of Jurisdiction
|
|
% of Voting Securities Owned
|
|
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
|
%
|
National Marketplace Finance, LLC (Delaware)
|
|
100.0
|
%
|
ACL Loan Company VI, LLC (Delaware)
|
|
100.0
|
%
|
ACL Loan Company VII, LLC (Delaware)
|
|
100.0
|
%
|
American Consumer Lending VII, LLC (Delaware)
|
|
100.0
|
%
|
Murray Hill Marketplace Trust 2016-LC1 (Delaware)
|
|
100.0
|
%
|
Murray Hill Grantor Trust 2016-LC1 (Delaware)
|
|
100.0
|
%
|
Murray Hill 2016-LC1 Holdings, LLC (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 III, 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
|
%
|
CLUB Credit Trust 2018-NP1 (Delaware)
|
|
56.4
|
%
|
CLUB Grantor Trust 2018-NP1 (Delaware)
|
|
56.4
|
%
|
LCIT 2016-NP2 (Delaware)
|
|
72.6
|
%
|
LCIT Grantor Trust 2016-NP2 (Delaware)
|
|
72.6
|
%
|
National General Lending Limited
|
|
100.0
|
%
|
NPH Carroll Bartram Park, LLC (Delaware)
|
|
100.0
|
%
|
Arium Bartram Park, LLC (Delaware)
|
|
100.0
|
%
|
NPH McDowell, 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)
|
|
79.1
|
%
|
Ashwood Ridge Holdings, LLC (Delaware)
|
|
69.2
|
%
|
Crown Pointe Passthrough, LLC (Delaware)
|
|
80.0
|
%
|
Name of Entity and Place of Jurisdiction
|
|
% of Voting Securities Owned
|
|
Crown Pointe SPE, LLC (Delaware)
|
|
80.0
|
%
|
SSIL I, LLC (Delaware)
|
|
80.0
|
%
|
SSIL Orchard Village, LLC (Delaware)
|
|
80.0
|
%
|
9220 Old Lantern Way Holdings, LLC (Delaware)
|
|
92.5
|
%
|
Baymeadows Holdings, LLC (Delaware)
|
|
92.5
|
%
|
7915 Baymeadows Circle Owner LLC (Delaware)
|
|
92.5
|
%
|
8025 Baymeadows Circle Owner LLC (Delaware)
|
|
92.5
|
%
|
Southfield Holdings, LLC (Delaware)
|
|
92.5
|
%
|
23275 Riverside Drive Owner LLC (Delaware)
|
|
92.5
|
%
|
23741 Pond Road Owner LLC (Delaware)
|
|
92.5
|
%
|
Steeplechase Holdings, LLC (Delaware)
|
|
92.5
|
%
|
150 Steeplechase Way Owner, LLC (Delaware)
|
|
92.5
|
%
|
Forest Park Holdings, LLC (Delaware)
|
|
69.2
|
%
|
Laurel Pointe Holdings, LLC (Delaware)
|
|
69.2
|
%
|
Bradford Ridge Holdings, LLC (Delaware)
|
|
69.2
|
%
|
Olentangy Commons Holdings, LLC (Delaware)
|
|
92.5
|
%
|
Olentangy Commons Owner, LLC (Delaware)
|
|
92.5
|
%
|
Villages of Wildwood Holdings, LLC (Delaware)
|
|
92.5
|
%
|
Villages of Wildwood Owner, LLC (Delaware)
|
|
92.5
|
%
|
Falling Creek Holdings LLC (Delaware)
|
|
90.0
|
%
|
Falling Creek BL Owner, LLC (Delaware)
|
|
90.0
|
%
|
Abbie Lakes OH Partners, LLC (Delaware)
|
|
79.1
|
%
|
Kengary Way OH Partners, LLC (Delaware)
|
|
79.1
|
%
|
Jefferson Chase OH Partners, LLC (Delaware)
|
|
79.1
|
%
|
Lakepoint OH Partners, LLC (Delaware)
|
|
79.1
|
%
|
Heatherbridge OH Partners, LLC (Delaware)
|
|
79.1
|
%
|
Sunbury OH Partners, LLC (Delaware)
|
|
79.1
|
%
|
Lakeview Trail OH Partners, LLC (Delaware)
|
|
79.1
|
%
|
Goldenstrand OH Partners, LLC (Delaware)
|
|
79.1
|
%
|
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 Portfolio JV, LLC (Delaware)
|
|
67.0
|
%
|
Vesper Tuscaloosa LLC (Delaware)
|
|
67.0
|
%
|
Vesper Iowa City LLC (Delaware)
|
|
67.0
|
%
|
Vesper Corpus Christi LLC (Delaware)
|
|
67.0
|
%
|
Vesper Campus Quarters LLC (Delaware)
|
|
67.0
|
%
|
Vesper College Station LLC (Delaware)
|
|
67.0
|
%
|
Vesper Kennesaw LLC (Delaware)
|
|
67.0
|
%
|
Vesper Statesboro LLC (Delaware)
|
|
67.0
|
%
|
Vesper Manhattan KS LLC (Delaware)
|
|
67.0
|
%
|
JSIP Union Place Issuer, LLC (Delaware)
|
|
85.0
|
%
|
Name of Entity and Place of Jurisdiction
|
|
% of Voting Securities Owned
|
|
9220 Old Lantern Way Owner, 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
|
%
|
Lorring Owner, LLC (Delaware)
|
|
80.0
|
%
|
Lorring Park Apts, LLC (Delaware)
|
|
80.0
|
%
|
Hamptons Apartments Holdings, LLC (Delaware)
|
|
92.5
|
%
|
Hamptons Apartments Owner, LLC (Delaware)
|
|
92.5
|
%
|
5224 Long Road Holdings, LLC (Delaware)
|
|
92.5
|
%
|
5224 Long Road Apartments, LLC (Delaware)
|
|
92.5
|
%
|
Druid Hills Holdings, LLC (Delaware)
|
|
96.3
|
%
|
Druid Hills Apartments, LLC (Delaware)
|
|
96.3
|
%
|
AWC, LLC (Delaware)
|
|
100.0
|
%
|
Credit Central Holdings of Delaware, LLC (Delaware)*
|
|
100.0
|
%
|
Credit Central Loan Company, LLC (South Carolina)
|
|
98.3
|
%
|
Credit Central, LLC (South Carolina)
|
|
98.3
|
%
|
Credit Central Anderson, LLC (South Carolina)
|
|
98.3
|
%
|
Credit Central South, LLC (South Carolina)
|
|
98.3
|
%
|
Credit Central of Tennessee, LLC (South Carolina)
|
|
98.3
|
%
|
Credit Central of Texas, LLC (South Carolina)
|
|
98.3
|
%
|
MITY, Inc. (Utah)
|
|
95.5
|
%
|
MITY-LITE, Inc. (Utah)
|
|
95.6
|
%
|
Broda Enterprises ULC (British Columbia, Canada)
|
|
95.6
|
%
|
Broda GP, ULC (Canada)
|
|
95.6
|
%
|
Broad Limited Partnership (Canada)
|
|
95.6
|
%
|
Holsag Canada, Inc. (Canada)
|
|
95.6
|
%
|
Atlas and Lane, LLC (Utah)
|
|
95.6
|
%
|
Mity FSC, Inc. (Utah)
|
|
95.6
|
%
|
Broda USA, Inc. (Utah)
|
|
100.0
|
%
|
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
|
%
|
Name of Entity and Place of Jurisdiction
|
|
% of Voting Securities Owned
|
|
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)
|
|
95.0
|
%
|
VE Company, Inc (Delaware)
|
|
95.0
|
%
|
Valley Electric Co. of Mt. Vernon, Inc. (Washington)
|
|
95.0
|
%
|
USES Corp. (Delaware)
|
|
99.9
|
%
|
USES, Inc. (Texas)
|
|
99.9
|
%
|
United States Environmental Services, LLC (Louisiana)
|
|
99.9
|
%
|
UTP Holdings Group, Inc. (Delaware)
|
|
100.0
|
%
|
Universal Turbine Parts, LLC (Delaware)
|
|
100.0
|
%
|
B.V. Aviation, LLC (Delaware)
|
|
100.0
|
%
|
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
|
Prospect Flexible Income Management, LLC
|
|
Delaware
|
Prospect Capital Investment Management, LLC
|
|
Delaware
|
Title of Class
|
|
Number of Record Holders
|
Common Stock, par value $.001 per share
|
|
148
|
(1)
|
the Registrant, Prospect Capital Corporation, 10 East 40th Street, 42nd Floor, New York, NY 10016;
|
(2)
|
the Transfer Agent, American Stock Transfer & Trust Company;
|
(3)
|
the Custodians, U.S. Bank National Association, Israeli Discount Bank of New York Ltd., Fifth Third Bank, Customers Bank and Peapack-Gladstone Bank; and
|
(4)
|
the Adviser, Prospect Capital Management L.P., 10 East 40th Street, 42nd Floor, New York, NY 10016.
|
1.
|
Not applicable.
|
2.
|
Not applicable.
|
3.
|
Not applicable.
|
4.
|
The Registrant undertakes:
|
a.
|
to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
(1)
|
to include any prospectus required by Section 10(a)(3) of the Securities Act;
|
(2)
|
to reflect in the prospectus any facts or events arising 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 Securities 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 the 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 Securities Act to any purchaser, if the Registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 497(b), (c), (d) or (e) under the Securities Act as part of a registration statement relating to an offering, other than a prospectus filed in reliance on Rule 430A under the Securities 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 Securities 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 Securities Act; (2) the portion of any advertisement pursuant to Rule 482 under the Securities 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.
|
a.
|
for the purpose of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant under Rule 497(h) under the Securities Act [17 CFR 230.497(h)] shall be deemed to be part of this registration statement as of the time it was declared effective; and
|
b.
|
for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.
|
|
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/ KRISTIN L. VAN DASK
|
|
Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer)
|
Kristin L. Van Dask
|
|
|
|
|
|
|
|
|
/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
|
(d)(771)
|
|
Form of Supplemental Indenture (floating rate notes)
|
(h)(12)
|
|
Form of Selling Agent Agreement
|
(n)(2)
|
|
Consent of independent registered public accounting firm (BDO USA, LLP)
|
(n)(3)
|
|
Report of independent registered public accounting firm on “Senior Securities” table
|
(n)(4)
|
|
Consent of independent auditor (RSM US LLP)
|
(n)(5)
|
|
Consent of independent auditor (BDO USA, LLP)
|
•
|
by adding or subtracting a specified number of basis points, called the spread, with one basis point being 0.01% (such spread, if applicable, is identified as the "Spread" on Exhibit B attached hereto; or
|
•
|
by multiplying the base rate by a specified percentage, called the spread multiplier (such spread multiplier, if applicable, is identified as the "Minimum Rate" on Exhibit B attached hereto).
|
•
|
a maximum rate-i.e., a specified upper limit that the actual interest rate in effect at any time may not exceed (such maximum rate, if applicable, is identified as the "Maximum Rate" on Exhibit B attached hereto); and/or
|
•
|
a minimum rate-i.e., a specified lower limit that the actual interest rate in effect at any time may not fall below (such minimum rate, if applicable, is identified as the "Minimum Rate" on Exhibit B attached hereto).
|
•
|
for Notes that reset daily, each London business day (as defined below);
|
•
|
for Notes that reset weekly, the Wednesday of each week
|
•
|
for Notes that reset monthly, the third Wednesday of each month;
|
•
|
for Notes that reset quarterly, the third Wednesday of each of four months of each year as specified under "Interest Reset Dates" on Exhibit B attached hereto
|
•
|
for Notes that reset semi-annually, the third Wednesday of each of two months of each year as specified under "Interest Reset Dates" on Exhibit B attached hereto; and
|
•
|
for Notes that reset annually, the third Wednesday of one month of each year as specified under "Interest Reset Dates" on Exhibit B attached hereto.
|
Day Count Fraction =
|
[360×(Y2-Y1)]+[30×(M2-M1)]+(D2-D1)
|
360
|
By:
|
Prospect Management Group GP LLC, its General Partner
|