Prospect Capital Corporation Announces Launch of Cash Tender Offer For Any and All of its Outstanding 5.875% Senior Notes due 2023

Rhea-AI Summary

Prospect Capital Corporation has launched a cash tender offer to purchase all outstanding 5.875% Senior Notes due 2023, totaling $285.78 million. The offer expires on March 29, 2021, with settlement expected by April 1, 2021. Each $1,000 principal amount of validly tendered notes will receive $1,042, plus accrued interest. The Tender Offer is not contingent on a minimum amount being tendered and allows for valid withdrawals until the expiration time. D.F. King & Co., Inc. acts as the Information and Tender Agent.

Positive

• Commencement of tender offer for all outstanding senior notes enhances liquidity.
• Attractive consideration of $1,042 per $1,000 principal amount incentivizes noteholders to participate.

Negative

• None.

NEW YORK, March 23, 2021 (GLOBE NEWSWIRE) -- Prospect Capital Corporation (the “Company”) today announced that it has commenced a cash tender offer (the “Tender Offer”) to purchase any and all of the outstanding notes listed below. The Tender Offer will expire at 5:00 p.m., New York City time, on March 29, 2021, or any other date and time to which the Company extends such Tender Offer (such date and time, as it may or may not be extended, the “Expiration Time”). The Tender Offer is made pursuant to an Offer to Purchase dated today, which set forth the terms and conditions of the Tender Offer

Title of Security	CUSIP / ISIN Nos.	Outstanding Principal Amount
5.875% Senior Notes due 2023 (the "Notes")	74348TAJ1 / US74348TAJ16	$285,781,000

The consideration to be paid for each $1,000 principal amount of Notes that are validly tendered and not validly withdrawn on or prior to the Expiration Time is $1,042.00, plus accrued and unpaid interest on the Notes, if any, from the applicable last interest payment date up to, but not including, the Settlement Date (as defined herein). The Company will purchase any Notes that have been validly tendered at or prior to the Expiration Time and accepted for purchase, subject to all conditions to the Tender Offer having been either satisfied or waived by the Company, promptly following the Expiration Time. Assuming the Tender Offer is not extended, the Company expects that the Tender Offer will settle and payment will be made on April 1, 2021 (the “Settlement Date”).

As described in the Offer to Purchase, tendered Notes may be validly withdrawn at any time prior to or at, but not after, the Expiration Time, unless the Company amends the Tender Offer, in which case the withdrawal rights may be extended as the Company determines, to the extent required by law. The Tender Offer is not conditioned on any minimum amount of Notes being tendered. The Company may amend, extend or, subject to certain conditions and applicable law, terminate the Tender Offer at any time in its sole discretion.

The Company has retained D.F. King & Co., Inc. to serve as the Information and Tender Agent for the Notes in the Tender Offer.

The Tender Offer is being made pursuant to the terms and conditions contained in the Offer to Purchase, a copy of which may be obtained from D.F. King & Co., Inc. at (212) 269-5550 (Banks and Brokers) or (866) 388-7452 (toll free), or via psec@dfking.com.

A copy of the Offer to Purchase is also available at the following web address: http://www.dfking.com/psec

This announcement is for informational purposes only and is not an offer to purchase or sell or a solicitation of an offer to purchase or sell, with respect to any securities. The solicitation of offers to buy the Notes is only being made pursuant to the terms of the Offer to Purchase, as it may be amended or supplemented. The Tender Offer is not being made in any state or jurisdiction in which such offer would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. None of the Company or the Information and Tender Agent are making any recommendation as to whether or not holders should tender their Notes in connection with the Tender Offer.

About Prospect Capital Corporation

Prospect Capital Corporation is a business development company that focuses on lending to and investing in private businesses. Prospect's investment objective is to generate both current income and long-term capital appreciation through debt and equity investments.

Prospect has elected to be treated as a business development company under the Investment Company Act of 1940 (“1940 Act”). Prospect is required to comply with regulatory requirements under the 1940 Act as well as applicable NASDAQ, federal and state rules and regulations. We have elected to be treated as a regulated investment company under the Internal Revenue Code of 1986.

Caution Concerning Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, whose safe harbor for forward-looking statements does not apply to business development companies. These forward-looking statements include statements regarding expectations as to the completion of the transactions contemplated by the Tender Offer. Any such statements, other than statements of historical fact, are highly likely to be affected by other unknowable future events and conditions, including elements of the future that are or are not under our control, and that we may or may not have considered; accordingly, such statements cannot be guarantees or assurances of any aspect of future performance. Actual developments and results are highly likely to vary materially from any forward-looking statements. Such statements speak only as of the time when made, and we undertake no obligation to update any such statement now or in the future.

For further information, contact:

Grier Eliasek, President and Chief Operating Officer
grier@prospectcap.com
Telephone (212) 448-0702

FAQ

What is the purpose of Prospect Capital's tender offer for PSEC notes?

The tender offer aims to purchase all outstanding 5.875% Senior Notes due 2023 to enhance liquidity.

When does the Prospect Capital tender offer expire?

The tender offer expires on March 29, 2021.

What is the settlement date for the tender offer by Prospect Capital?

Settlement for the tender offer is expected on April 1, 2021.

What is the consideration amount for the senior notes in the tender offer?

Holders of the senior notes will receive $1,042 for each $1,000 principal amount of validly tendered notes.

Can noteholders withdraw their tendered notes during the tender offer?

Yes, tendered notes can be withdrawn until the expiration time, unless the company extends the withdrawal period.