Prospect Capital Corporation (the “Company”) today announced that
it has commenced two separate cash tender offers (each a “Tender
Offer” and collectively, the “Tender Offers”) to purchase (i) up to
$10,000,000 aggregate principal amount of outstanding 4.75% Senior
Convertible Notes due 2020 (the “2020 Notes”), and (ii) up to
$25,000,000 aggregate principal amount of outstanding 4.95% Senior
Convertible Notes due 2022 (the “2022 Notes” and together with the
2020 Notes, the “Notes”). Each Tender Offer will expire at 12:00
midnight, New York City time, on January 21, 2020 (one minute after
11:59 p.m., New York City time, on January 20, 2020), or any other
date and time to which the Company extends the applicable Tender
Offer (such date and time, as it may be extended, the “Expiration
Date”). The Tender Offers are made pursuant to an Offer to Purchase
dated today, which set forth the terms and conditions of the Tender
Offers.
Title of Security |
CUSIP / ISIN Nos. |
Outstanding Principal Amount |
Aggregate Principal Amount Sought |
|
|
|
|
4.75% Senior Convertible Notes
due 2020 |
74348T AQ5 / US74348TAQ58 |
$175,037,000 |
$10,000,000 |
4.95% Senior Convertible Notes
due 2022 |
74348T AR3 / US74348TAR32 |
$292,127,000 |
$25,000,000 |
The consideration to be paid for each $1,000 principal amount of
2020 Notes that are validly tendered and not validly withdrawn on
or prior to the Expiration Date is $1,003.00, plus accrued and
unpaid interest on the 2020 Notes, if any, from the applicable last
interest payment date up to, but not including, the Settlement Date
(as defined herein). The consideration to be paid for each $1,000
principal amount of 2022 Notes that are validly tendered and not
validly withdrawn on or prior to the Expiration Date is $1,022.50,
plus accrued and unpaid interest on the 2022 Notes, if any, from
the applicable last interest payment date up to, but not including,
the Settlement Date.
The Company will purchase any Notes that have been validly
tendered at or prior to the Expiration Date and accepted for
purchase, subject to all conditions to the Tender Offers having
been either satisfied or waived by the Company, promptly following
the Expiration Date (the date of such acceptance and purchase, the
“Settlement Date”). If 2020 Notes with an aggregate principal
amount in excess of $10,000,000 are validly tendered and not
validly withdrawn at or prior to the Expiration Date, proration for
each holder tendering 2020 Notes will be calculated with a
proration factor of such amount so that the Company only accepts
for purchase an aggregate principal amount of 2020 Notes of
$10,000,000. If 2022 Notes with an aggregate principal amount in
excess of $25,000,000 are validly tendered and not validly
withdrawn at or prior to the Expiration Date, proration for each
holder tendering 2022 Notes will be calculated with a proration
factor of such amount so that the Company only accepts for purchase
an aggregate principal amount of 2022 Notes of $25,000,000. The
Settlement Date is expected to occur within three business days
following the Expiration Date, assuming the conditions to the
Tender Offers have been either satisfied or waived by the Company
at or prior to the Expiration Date.
As described in the Offer to Purchase, tendered Notes may be
validly withdrawn from the Tender Offers at or prior to the
Expiration Date. The Tender Offers are 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 Offers at any time in its sole discretion.
If certain requirements set forth in the Offer to Purchase are
met, the Company has agreed to pay a retail processing fee of $0.50
for each $1,000 principal amount of the 2020 Notes that are validly
tendered and accepted for purchase pursuant to the applicable
Tender Offer to retail brokers that are appropriately designated by
their tendering holder clients to receive this fee, provided that
such fee will only be paid with respect to tenders by Holders whose
aggregate principal amount of 2020 Notes validly tendered and
accepted for purchase is $250,000 or less. If certain requirements
set forth in the Offer to Purchase are met, the Company has agreed
to pay a retail processing fee of $1.00 for each $1,000 principal
amount of the 2022 Notes that are validly tendered and accepted for
purchase pursuant to the applicable Tender Offer to retail brokers
that are appropriately designated by their tendering holder clients
to receive this fee, provided that such fee will only be paid with
respect to tenders by Holders whose aggregate principal amount of
2022 Notes validly tendered and accepted for purchase is $250,000
or less.
The Company has retained D.F. King & Co., Inc. to serve as
the Information Agent and Tender Agent for the Notes in the Tender
Offers.
The Tender Offers are 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 (877) 297-1744 (toll free), or via
psec@dfking.com.
Copies of the Offer to Purchase and the Retail Processing Fee
Form are 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.
Holders should read the Company’s commencement Tender Offer
statement on Schedule TO filed with the SEC in connection with the
Tender Offers, which will include as an exhibit the Offer to
Purchase and related materials, as well as any amendments or
supplements to the Schedule TO when they become available, because
they will contain important information. Each of these documents
will be filed with the SEC, and, when available, holders may obtain
them for free from the SEC at its website (www.sec.gov) or from the
Company’s information and tender agent in connection with the
Tender Offers. The Tender Offers are 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
Offers.
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 a series of 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. Failure to comply with any of the laws and
regulations that apply to Prospect could have an adverse effect on
Prospect and our shareholders.
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 Offers. 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
Officergrier@prospectcap.com Telephone (212) 448-0702
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