0001287032falsePOS EX00012870322023-06-022023-06-02
As filed with the Securities and Exchange Commission on June 2, 2023
Registration No. 333-269714

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-2
☒    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
☐    PRE-EFFECTIVE AMENDMENT NO.
☒    POST-EFFECTIVE AMENDMENT NO. 15
PROSPECT CAPITAL CORPORATION
(Exact Name of Registrant as Specified in Charter)

10 East 40th Street, 42nd Floor
New York, NY 10016
(Address of Principal Executive Offices)

(212) 448-0702
(Registrant’s Telephone Number, including Area Code)

John F. Barry III
Kristin L. Van Dask
c/o Prospect Capital Management L.P.
10 East 40th Street, 42nd Floor
New York, NY 10016
(212) 448-0702
(Name and Address of Agent for Service)

Copies to:
Michael K. Hoffman, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
4 Times Square
New York, NY 10036
(212) 735-3000		Kenneth E. Burdon, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
500 Boylston Street
Boston, MA 02116
(617) 573-4800
______________________________________ 
Approximate Date of Proposed Public Offering: From time to time after the effective date of this Registration Statement.
 ______________________________________

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box. ☐

If any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan, check the following box. ☒

If this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto, check the following box ☒

If this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box ☐

It is proposed that this filing will become effective (check appropriate box):

☐
when declared effective pursuant to section 8(c) of the Securities Act
☐
Immediately upon filing pursuant to paragraph (b)
☐
60 days after filing pursuant to paragraph (a)
☐
On (date) pursuant to paragraph (a)



If appropriate, check the following box:

☐
This post-effective amendment designates a new effective date for a previously filed post-effective amendment.
☐
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: .
☐
This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: .
☒
This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: 333-269714.

Check each box that appropriately characterizes the Registrant:

☐
Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (the “Investment Company Act”))
☒
Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act.
☐
Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).
☒
A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).
☒
Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).
☐
Emerging Growth Company (as defined by Rule 12b-2 under the Securities and Exchange Act of 1934).
☐
If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
☐
New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).



EXPLANATORY NOTE
 
This Post-Effective Amendment No. 15 to the Registration Statement on Form N-2 (File No. 333-269714) of Prospect Capital Corporation (the “Registration Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of filing exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment No. 15 consists only of a facing page, this explanatory note and Part C of the Registration Statement on Form N-2 setting forth the exhibits to the Registration Statement. This Post-Effective Amendment No. 15 does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 15 shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.
 
 

C-1

PART C—OTHER INFORMATION
 
ITEM 25.  FINANCIAL STATEMENTS AND EXHIBITS
 
(1)    Financial Statements
 
The following statements of Prospect Capital Corporation (the “Company” or the “Registrant”) are incorporated by reference into Part A of this Registration Statement:
 
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Assets and Liabilities as of June 30, 2022 and June 30, 2021
Consolidated Statements of Operations for the years ended June 30, 2022, 2021 and 2020
Consolidated Statements of Changes in Net Assets and Temporary Equity for the years ended June 30, 2022, 2021 and 2020
Consolidated Statements of Cash Flows for the years ended June 30, 2022, 2021 and 2020
Consolidated Schedules of Investments as of June 30, 2022 and June 30, 2021
Notes to Consolidated Financial Statements
National Property REIT Corp. Financial Statements
First Tower Finance Company LLC Financial Statements
Consolidated Statements of Assets and Liabilities as of December 31, 2022 (unaudited) and June 30, 2022
Consolidated Statements of Operations for the three and six months ended December 31, 2022 and December 31, 2021 (unaudited)
Consolidated Statements of Changes in Net Assets and Temporary Equity for the six months ended December 31, 2022 and December 31, 2021 (unaudited)
Consolidated Statements of Cash Flows for the six months ended December 31, 2022 and December 31, 2021 (unaudited)
Consolidated Schedules of Investments as of December 31, 2022 (unaudited) and June 30, 2021
Notes to Consolidated Financial Statements
 
(2)    Exhibits
 
The agreements included or incorporated by reference as exhibits to this registration statement contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosures that were made to the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of “materiality” that are different from “materiality” under the applicable securities laws; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.
 
The Company acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this registration statement not misleading.
Description
(a)(1)
(a)(2)
(a)(3)
(a)(4)
(a)(5)
(a)(6)
(a)(7)
(a)(8)
(a)(9)
(a)(10)
(a)(11)
C-2

Description
(a)(12)
(b)(1)
(c)Not Applicable
(d)(1)
(d)(2)
(d)(3)
(d)(4)
(d)(5)
(d)(6)
(d)(7)
(d)(8)
(d)(9)
(d)(10)
(d)(11)
(d)(12)
(d)(13)
(d)(14)
(d)(15)
(d)(16)
(d)(17)
(d)(18)
(d)(19)
(d)(20)
(d)(21)
(d)(22)
(d)(23)
(d)(24)
(d)(25)
(d)(26)
(d)(27)
(d)(28)
C-3

Description
(d)(29)
(d)(30)
(d)(31)
(d)(32)
(d)(33)
(d)(34)
(d)(35)
(d)(36)
(d)(37)
(d)(38)
(d)(39)
(d)(40)
(d)(41)
(d)(42)
(d)(43)
(d)(44)
(d)(45)
(d)(46)
(d)(47)
(d)(48)
(d)(49)
(d)(50)
(d)(51)
(d)(52)
(d)(53)
(d)(54)
(d)(55)
(d)(56)
(d)(57)
(d)(58)
(d)(59)
C-4

Description
(d)(60)
(d)(61)
(d)(62)
(d)(63)
(d)(64)
(d)(65)
(d)(66)
(d)(67)
(d)(68)
(d)(69)
(d)(70)
(d)(71)
(d)(72)
(d)(73)
(d)(74)
(d)(75)
(d)(76)
(d)(77)
(d)(78)
(d)(79)
(d)(80)
(d)(81)
(d)(82)
(d)(83)
(d)(84)
(d)(85)
(d)(86)
(d)(87)
(d)(88)
C-5

Description
(d)(89)
(d)(90)
(d)(91)
(d)(92)
(d)(93)
(d)(94)
(d)(95)
(d)(96)
(d)(97)
(d)(98)
(d)(99)
(d)(100)
(d)(101)
(d)(102)
(d)(103)
(d)(104)
(d)(105)
(d)(106)
(d)(107)
(d)(108)
(d)(109)
(d)(110)
(d)(111)
(d)(112)
(d)(113)
(d)(114)
(d)(115)
(d)(116)
(d)(117)
C-6

Description
(d)(118)
(d)(119)
(d)(120)
(d)(121)
(d)(122)
(d)(123)
(d)(124)
(d)(125)
(d)(126)
(d)(127)
(d)(128)
(d)(129)
(d)(130)
(d)(131)
(d)(132)
(d)(133)
(d)(134)
(d)(135)
(d)(136)
(d)(137)
(d)(138)
(d)(139)
(d)(140)
(d)(141)
(d)(142)
(d)(143)
(d)(144)
(d)(145)
(d)(146)
C-7

Description
(d)(147)
(d)(148)
(d)(149)
(d)(150)
(d)(151)
(d)(152)
(d)(153)
(d)(154)
(d)(155)
(d)(156)
(d)(157)
(d)(158)
(d)(159)
(d)(160)
(d)(161)
(d)(162)
(d)(163)
(d)(164)
(d)(165)
(d)(166)
(d)(167)
(d)(168)
(d)(169)
(d)(170)
(d)(171)
(d)(172)
(d)(173)
(d)(174)
(d)(175)
C-8

Description
(d)(176)
(d)(177)
(d)(178)
(d)(179)
(d)(180)
(d)(181)
(d)(182)
(d)(183)
(d)(184)
(d)(185)
(d)(186)
(d)(187)
(d)(188)
(d)(189)
(d)(190)
(d)(191)
(d)(192)
(d)(193)
(d)(194)
(d)(195)
(d)(196)
(d)(197)
(d)(198)
(d)(199)
(d)(200)
(d)(201)
(d)(202)
(d)(203)
(d)(204)
C-9

Description
(d)(205)
(d)(206)
(d)(207)
(d)(208)
(d)(209)
(d)(210)
(d)(211)
(d)(212)
(d)(213)
(d)(214)
(d)(215)
(d)(216)
(d)(217)
(d)(218)
(d)(219)
(d)(220)
(d)(221)
(d)(222)
(d)(223)
(d)(224)
(d)(225)
(d)(226)
(d)(227)
(d)(228)
(d)(229)
(d)(230)
(d)(231)
(d)(232)
(d)(233)
C-10

Description
(d)(234)
(d)(235)
(d)(236)
(d)(237)
(d)(238)
(d)(239)
(d)(240)
(d)(241)
(d)(242)
(d)(243)
(d)(244)
(d)(245)
(d)(246)
(d)(247)
(d)(248)
(d)(249)
(d)(250)
(d)(251)
(d)(252)
(d)(253)
(d)(254)
(d)(255)
(d)(256)
(d)(257)
(d)(258)
(d)(259)
(d)(260)
(d)(261)
(d)(262)
C-11

Description
(d)(263)
(d)(264)
(d)(265)
(d)(266)
(d)(267)
(d)(268)
(d)(269)
(d)(270)
(d)(271)
(d)(272)
(d)(273)
(d)(274)
(d)(275)
(d)(276)
(d)(277)
(d)(278)
(d)(279)
(d)(280)
(d)(281)
(d)(282)
(d)(283)
(d)(284)
(d)(285)
(d)(286)
(d)(287)
(d)(288)
(d)(289)
(d)(290)
(d)(291)
C-12

Description
(d)(292)
(d)(293)
(d)(294)
(d)(295)
(d)(296)
(d)(297)
(d)(298)
(d)(299)
(d)(300)
(d)(301)
(d)(302)
(d)(303)
(d)(304)
(d)(305)
(d)(306)
(d)(307)
(d)(308)
(d)(309)
(d)(310)
(d)(311)
(d)(312)
(d)(313)
(d)(314)
(d)(315)
(d)(316)
(d)(317)
(d)(318)
(d)(319)
(d)(320)
C-13

Description
(d)(321)
(d)(322)
(d)(323)
(d)(324)
(d)(325)
(d)(326)
(d)(327)
(d)(328)
(d)(329)
(d)(330)
(d)(331)
(d)(332)
(d)(333)
(d)(334)
(d)(335)
(d)(336)
(d)(337)
(d)(338)
(d)(339)
(d)(340)
(d)(341)
(d)(342)
(d)(343)
(d)(344)
(d)(345)
(d)(346)
(d)(347)
(d)(348)
(d)(349)
C-14

Description
(d)(350)
(d)(351)
(d)(352)
(d)(353)
(d)(354)
(d)(355)
(d)(356)
(d)(357)
(d)(358)
(d)(359)
(d)(360)
(d)(361)
(d)(362)
(d)(363)
(d)(364)
(d)(365)
(d)(366)
(d)(367)
(d)(368)
(d)(369)
(d)(370)
(d)(371)
(d)(372)
(d)(373)
(d)(374)
(d)(375)
(d)(376)
(d)(377)
(d)(378)
C-15

Description
(d)(379)
(d)(380)
(d)(381)
(d)(382)
(d)(383)
(d)(384)
(d)(385)
(d)(386)
(d)(387)
(d)(388)
(d)(389)
(d)(390)
(d)(391)
(d)(392)
(d)(393)
(d)(394)
(d)(395)
(d)(396)
(d)(397)
(d)(398)
(d)(399)
(d)(400)
(d)(401)
(d)(402)
(d)(403)
(d)(404)
(d)(405)
(d)(406)One Thousand Two Hundred Fifty-Fifth Supplemental Indenture dated as of June 2, 2023, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2026†
(d)(407)One Thousand Two Hundred Fifty-Sixth Supplemental Indenture dated as of June 2, 2023, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2029†
C-16

Description
(d)(408)One Thousand Two Hundred Fifty-Seventh Supplemental Indenture dated as of June 2, 2023, to the U.S. Bank Indenture, and Form of 6.250% Prospect Capital InterNote® due 2033†
(d)(409)One Thousand Two Hundred Fifty-Eighth Supplemental Indenture dated as of June 2, 2023, to the U.S. Bank Indenture, and Form of 6.500% Prospect Capital InterNote® due 2043†
(e)
(e)(1)
(f)Not Applicable
(g)
(h)(1)
(h)(2)
(h)(3)
(h)(4)
(h)(5)
(h)(6)
(h)(7)
(h)(8)
(h)(9)
(h)(10)Underwriting Agreement*
(i)Not Applicable
(j)(1)
(j)(2)
(j)(3)
(j)(4)
(j)(5)
(j)(6)
(j)(7)
(j)(8)
(k)(1)
(k)(2)
(k)(3)
(k)(4)
(k)(5)
(k)(6)
(l)(1)
(l)(2)
C-17


___________________________________________
(1)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.
(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 from the Registrant’s Pre-Effective Amendment No. 2 to the Registration Statement on Form N-2, filed on July 6, 2004.
(4)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.
(5)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.
(6)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.
(7)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.
(8)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.
(9)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.
(10)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.
(11)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.
(12)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.
(13)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.
(14)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.
(15)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.
(16)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.
(17)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.
(18)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.
C-18

(19)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.
(20)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.
(21)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.
(22)Incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K, filed on March 15, 2013.
(23)Incorporated by reference to Exhibit 4.2 of the Registrant’s Form 8-K, filed on March 15, 2013.
(24)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.
(25)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.
(26)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.
(27)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.
(28)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.
(29)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.
(30)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.
(31)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.
(32)Incorporated by reference to Exhibit 10.258 of the Registrant’s Form 10-K, filed on August 21, 2013.
(33)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.
(34)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.
(35)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.
(36)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.
(37)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.
(38)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.
(39)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.
(40)Incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K, filed on May 9, 2014.
(41)Incorporated by reference to Exhibit 10.12 of the Registrant’s Form 10-K, filed on August 25, 2014.
(42)Incorporated by reference to Exhibit 10.13 of the Registrant’s Form 10-K, filed on August 25, 2014.
(43)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.
(44)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.
(45)Incorporated by reference from the Registrant's Post-Effective Amendment No. 1 to the Registration Statement on Form N-2, filed on November 7, 2014.
(46)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.
(47)Incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K, filed on December 11, 2015.
(48)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.
(49)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.
(50)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.
C-19

(51)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.
(52)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.
(53)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.
(54)Incorporated by reference from the Registrant's Registration Statement on Form N-2, filed on August 2, 2019.
(55)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.
(56)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.
(57)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.
(58)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.
(59)Incorporated by reference from the Registrant's Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2, filed on September 3, 2019.
(60)Incorporated by reference from the Registrant's Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2, filed on September 3, 2019.
(61)Incorporated by reference from the Registrant's Post-Effective Amendment No. 1 to the Registration Statement on Form N-2, filed on September 26, 2019.
(62)Incorporated by reference from the Registrant's Post-Effective Amendment No. 1 to the Registration Statement on Form N-2, filed on September 26, 2019.
(63)Incorporated by reference from the Registrant's Post-Effective Amendment No. 2 to the Registration Statement on Form N-2, filed on October 3, 2019.
(64)Incorporated by reference from the Registrant's Post-Effective Amendment No. 2 to the Registration Statement on Form N-2, filed on October 3, 2019.
(65)Incorporated by reference from the Registrant's Post-Effective Amendment No. 3 to the Registration Statement on Form N-2, filed on October 10, 2019.
(66)Incorporated by reference from the Registrant's Post-Effective Amendment No. 3 to the Registration Statement on Form N-2, filed on October 10, 2019.
(67)Incorporated by reference from the Registrant's Post-Effective Amendment No. 4 to the Registration Statement on Form N-2, filed on October 18, 2019.
(68)Incorporated by reference from the Registrant's Post-Effective Amendment No. 5 to the Registration Statement on Form N-2, filed on October 24, 2019.
(69)Incorporated by reference from the Registrant's Post-Effective Amendment No. 6 to the Registration Statement on Form N-2, filed on October 31, 2019.
(70)Incorporated by reference from the Registrant's Post-Effective Amendment No. 12 to the Registration Statement on Form N-2, filed on December 19, 2019.
(71)Incorporated by reference from the Registrant's Post-Effective Amendment No. 20 to the Registration Statement on Form N-2, filed on February 12, 2020.
(72)Incorporated by reference from the Registrant's Registration Statement on Form N-2, filed on February 13, 2020.
(73)Incorporated by reference to Exhibit 99.1 of the Registrant’s Form 8-K, filed on April 17, 2020.
(74)Incorporated by reference from the Registrant's Post-Effective Amendment No. 7 to the Registration Statement on Form N-2, filed on April 30, 2020.
(75)Incorporated by reference from the Registrant's Post-Effective Amendment No. 8 to the Registration Statement on Form N-2, filed on May 7, 2020.
(76)Incorporated by reference from the Registrant's Post-Effective Amendment No. 9 to the Registration Statement on Form N-2, filed on May 14, 2020.
(77)Incorporated by reference from the Registrant's Post-Effective Amendment No. 10 to the Registration Statement on Form N-2, filed on May 29, 2020.
(78)Incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K, filed on August 4, 2020.
(79)Incorporated by reference to Exhibit 3.2 of the Registrant’s Form 8-K, filed on August 4, 2020.
(80)Incorporated by reference to Exhibit 99.1 of the Registrant’s Form 8-K, filed on August 5, 2020.
(81)Incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K, filed on November 4, 2020.
(82)Incorporated by reference to Exhibit 3.2 of the Registrant’s Form 8-K, filed on November 4, 2020.
(83)Incorporated by reference from the Registrant's Post-Effective Amendment No. 40 to the Registration Statement on Form N-2, filed on January 7, 2021.
C-20

(84)Incorporated by reference from the Registrant's Post-Effective Amendment No. 41 to the Registration Statement on Form N-2, filed on January 14, 2021.
(85)Incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K, filed on January 22, 2021.
(86)Incorporated by reference from the Registrant's Post-Effective Amendment No. 42 to the Registration Statement on Form N-2, filed on January 22, 2021.
(87)Incorporated by reference from the Registrant's Post-Effective Amendment No. 43 to the Registration Statement on Form N-2, filed on January 28, 2021.
(88)Incorporated by reference from the Registrant's Post-Effective Amendment No. 44 to the Registration Statement on Form N-2, filed on February 4, 2021.
(89)Incorporated by reference from the Registrant's Post-Effective Amendment No. 45 to the Registration Statement on Form N-2, filed on February 11, 2021.
(90)Incorporated by reference from the Registrant's Post-Effective Amendment No. 46 to the Registration Statement on Form N-2, filed on February 25, 2021.
(91)Incorporated by reference to Exhibit 1.1 of the Registrant's Form 8-K, filed on February 25, 2021.
(92)Incorporated by reference from the Registrant's Post-Effective Amendment No. 47 to the Registration Statement on Form N-2, filed on March 4, 2021.
(93)Incorporated by reference from the Registrant's Post-Effective Amendment No. 48 to the Registration Statement on Form N-2, filed on March 11, 2021.
(94)Incorporated by reference from the Registrant's Post-Effective Amendment No. 49 to the Registration Statement on Form N-2, filed on March 18, 2021.
(95)Incorporated by reference from the Registrant's Post-Effective Amendment No. 50 to the Registration Statement on Form N-2, filed on March 25, 2021.
(96)Incorporated by reference from the Registrant's Post-Effective Amendment No. 51 to the Registration Statement on Form N-2, filed on April 1, 2021.
(97)Incorporated by reference from the Registrant's Post-Effective Amendment No. 52 to the Registration Statement on Form N-2, filed on April 8, 2021.
(98)Incorporated by reference from the Registrant's Post-Effective Amendment No. 53 to the Registration Statement on Form N-2, filed on April 15, 2021.
(99)Incorporated by reference from the Registrant's Post-Effective Amendment No. 54 to the Registration Statement on Form N-2, filed on April 22, 2021.
(100)Incorporated by reference from the Registrant's Post-Effective Amendment No. 55 to the Registration Statement on Form N-2, filed on April 29, 2021.
(101)Incorporated by reference from the Registrant's Post-Effective Amendment No. 56 to the Registration Statement on Form N-2, filed on May 6, 2021.
(102)Incorporated by reference from the Registrant's Post-Effective Amendment No. 57 to the Registration Statement on Form N-2, filed on May 20, 2021.
(103)Incorporated by reference to Exhibit 3.1 of the Registrant's Form 8-K, filed on May 26, 2021.
(104)Incorporated by reference to Exhibit 99.1 of the Registrant's Form 8-K, filed on May 26, 2021.
(105)Incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K, filed on May 27, 2021.
(106)Incorporated by reference from the Registrant's Post-Effective Amendment No. 58 to the Registration Statement on Form N-2, filed on May 27, 2021.
(107)Incorporated by reference from the Registrant's Post-Effective Amendment No. 59 to the Registration Statement on Form N-2, filed on June 4, 2021.
(108)Incorporated by reference from the Registrant's Post-Effective Amendment No. 60 to the Registration Statement on Form N-2, filed on June 10, 2021.
(109)Incorporated by reference from the Registrant's Post-Effective Amendment No. 61 to the Registration Statement on Form N-2, filed on June 17, 2021.
(110)Incorporated by reference from the Registrant's Post-Effective Amendment No. 62 to the Registration Statement on Form N-2, filed on June 24, 2021.
(111)Incorporated by reference from the Registrant's Post-Effective Amendment No. 63 to the Registration Statement on Form N-2, filed on July 1, 2021.
(112)Incorporated by reference from the Registrant's Post-Effective Amendment No. 64 to the Registration Statement on Form N-2, filed on July 9, 2021.
(113)Incorporated by reference from the Registrant's Post-Effective Amendment No. 65 to the Registration Statement on Form N-2, filed on July 15, 2021.
(114)Incorporated by reference to Exhibit 3.1 of the Registrant's Form 8-K, filed on July 19, 2021.
(115)Incorporated by reference to Exhibit 3.2 of the Registrant's Form 8-K, filed on July 19, 2021.
C-21

(116)Incorporated by reference from the Registrant's Post-Effective Amendment No. 66 to the Registration Statement on Form N-2, filed on July 22, 2021.
(117)Incorporated by reference from the Registrant's Post-Effective Amendment No. 67 to the Registration Statement on Form N-2, filed on July 29, 2021.
(118)Incorporated by reference from the Registrant's Post-Effective Amendment No. 68 to the Registration Statement on Form N-2, filed on August 5, 2021.
(119)Incorporated by reference from the Registrant's Post-Effective Amendment No. 69 to the Registration Statement on Form N-2, filed on August 12, 2021.
(120)Incorporated by reference from the Registrant's Post-Effective Amendment No. 70 to the Registration Statement on Form N-2, filed on August 19, 2021.
(121)Incorporated by reference from the Registrant's Post-Effective Amendment No. 71 to the Registration Statement on Form N-2, filed on August 26, 2021.
(122)Incorporated by reference from the Registrant's Post-Effective Amendment No. 72 to the Registration Statement on Form N-2, filed on September 10, 2021.
(123)Incorporated by reference from the Registrant's Post-Effective Amendment No. 73 to the Registration Statement on Form N-2, filed on September 16, 2021.
(124)Incorporated by reference from the Registrant's Post-Effective Amendment No. 74 to the Registration Statement on Form N-2, filed on September 23, 2021.
(125)Incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K, filed on September 30, 2021.
(126)Incorporated by reference from the Registrant's Post-Effective Amendment No. 75 to the Registration Statement on Form N-2, filed on September 30, 2021.
(127)Incorporated by reference from the Registrant's Post-Effective Amendment No. 76 to the Registration Statement on Form N-2, filed on October 7, 2021.
(128)Incorporated by reference from the Registrant's Post-Effective Amendment No. 77 to the Registration Statement on Form N-2, filed on October 15, 2021.
(129)Incorporated by reference from the Registrant's Post-Effective Amendment No. 78 to the Registration Statement on Form N-2, filed on October 21, 2021.
(130)Incorporated by reference from the Registrant's Post-Effective Amendment No. 79 to the Registration Statement on Form N-2, filed on October 28, 2021.
(131)Incorporated by reference from the Registrant's Post-Effective Amendment No. 80 to the Registration Statement on Form N-2, filed on November 4, 2021.
(132)Incorporated by reference from the Registrant's Post-Effective Amendment No. 81 to the Registration Statement on Form N-2, filed on November 18, 2021.
(133)Incorporated by reference from the Registrant's Post-Effective Amendment No. 82 to the Registration Statement on Form N-2, filed on November 26, 2021.
(134)Incorporated by reference from the Registrant's Post-Effective Amendment No. 83 to the Registration Statement on Form N-2, filed on December 2, 2021.
(135)Incorporated by reference from the Registrant's Post-Effective Amendment No. 84 to the Registration Statement on Form N-2, filed on December 9, 2021.
(136)Incorporated by reference from the Registrant's Post-Effective Amendment No. 85 to the Registration Statement on Form N-2, filed on December 16, 2021.
(137)Incorporated by reference from the Registrant's Post-Effective Amendment No. 86 to the Registration Statement on Form N-2, filed on December 23, 2021.
(138)Incorporated by reference from the Registrant's Post-Effective Amendment No. 87 to the Registration Statement on Form N-2, filed on December 30, 2021.
(139)Incorporated by reference from the Registrant's Post-Effective Amendment No. 88 to the Registration Statement on Form N-2, filed on January 6, 2022.
(140)Incorporated by reference from the Registrant's Post-Effective Amendment No. 89 to the Registration Statement on Form N-2, filed on January 13, 2022.
(141)Incorporated by reference from the Registrant's Post-Effective Amendment No. 90 to the Registration Statement on Form N-2, filed on January 21, 2022.
(142)Incorporated by reference from the Registrant's Post-Effective Amendment No. 91 to the Registration Statement on Form N-2, filed on January 27, 2022.
(143)Incorporated by reference from the Registrant's Post-Effective Amendment No. 92 to the Registration Statement on Form N-2, filed on February 3, 2022.
(144)Incorporated by reference from the Registrant's Post-Effective Amendment No. 93 to the Registration Statement on Form N-2, filed on February 10, 2022.
(145)Incorporated by reference to Exhibit 1.1 of the Registrant’s Form 8-K, filed on February 23, 2022.
(146)Incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K, filed on February 23, 2022.
C-22

(147)Incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K, filed on February 23, 2022.
(148)Incorporated by reference from the Registrant's Post-Effective Amendment No. 94 to the Registration Statement on Form N-2, filed on February 25, 2022.
(149)Incorporated by reference from the Registrant's Post-Effective Amendment No. 95 to the Registration Statement on Form N-2, filed on March 3, 2022.
(150)Incorporated by reference from the Registrant's Post-Effective Amendment No. 96 to the Registration Statement on Form N-2, filed on March 10, 2022.
(151)Incorporated by reference from the Registrant's Post-Effective Amendment No. 97 to the Registration Statement on Form N-2, filed on March 17, 2022.
(152)Incorporated by reference from the Registrant's Post-Effective Amendment No. 98 to the Registration Statement on Form N-2, filed on March 24, 2022.
(153)Incorporated by reference from the Registrant's Post-Effective Amendment No. 99 to the Registration Statement on Form N-2, filed on March 31, 2022.
(154)Incorporated by reference from the Registrant's Post-Effective Amendment No. 100 to the Registration Statement on Form N-2, filed on April 7, 2022.
(155)Incorporated by reference from the Registrant's Post-Effective Amendment No. 101 to the Registration Statement on Form N-2, filed on April 14, 2022.
(156)Incorporated by reference from the Registrant's Post-Effective Amendment No. 102 to the Registration Statement on Form N-2, filed on April 21, 2022.
(157)Incorporated by reference from the Registrant's Post-Effective Amendment No. 103 to the Registration Statement on Form N-2, filed on April 28, 2022.
(158)Incorporated by reference from the Registrant's Post-Effective Amendment No. 104 to the Registration Statement on Form N-2, filed on May 5, 2022.
(159)Incorporated by reference from the Registrant's Post-Effective Amendment No. 105 to the Registration Statement on Form N-2, filed on May 19, 2022.
(160)Incorporated by reference from the Registrant's Post-Effective Amendment No. 106 to the Registration Statement on Form N-2, filed on May 26, 2022.
(161)Incorporated by reference from the Registrant's Post-Effective Amendment No. 107 to the Registration Statement on Form N-2, filed on June 3, 2022.
(162)Incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K, filed on June 9, 2022.
(163)Incorporated by reference from the Registrant's Post-Effective Amendment No. 108 to the Registration Statement on Form N-2, filed on June 9, 2022.
(164)Incorporated by reference to Exhibit 1.1 of the Registrant’s Form 8-K, filed on June 9, 2022.
(165)Incorporated by reference from the Registrant's Post-Effective Amendment No. 109 to the Registration Statement on Form N-2, filed on June 16, 2022.
(166)Incorporated by reference from the Registrant's Post-Effective Amendment No. 110 to the Registration Statement on Form N-2, filed on June 24, 2022.
(167)Incorporated by reference from the Registrant's Post-Effective Amendment No. 111 to the Registration Statement on Form N-2, filed on June 30, 2022.
(168)Incorporated by reference from the Registrant's Post-Effective Amendment No. 112 to the Registration Statement on Form N-2, filed on July 8, 2022.
(169)Incorporated by reference from the Registrant's Post-Effective Amendment No. 113 to the Registration Statement on Form N-2, filed on July 14, 2022.
(170)Incorporated by reference from the Registrant's Post-Effective Amendment No. 114 to the Registration Statement on Form N-2, filed on July 21, 2022.
(171)Incorporated by reference from the Registrant's Post-Effective Amendment No. 115 to the Registration Statement on Form N-2, filed on July 28, 2022.
(172)Incorporated by reference from the Registrant's Post-Effective Amendment No. 116 to the Registration Statement on Form N-2, filed on August 4, 2022.
(173)Incorporated by reference from the Registrant's Post-Effective Amendment No. 117 to the Registration Statement on Form N-2, filed on August 11, 2022.
(174)Incorporated by reference from the Registrant's Post-Effective Amendment No. 118 to the Registration Statement on Form N-2, filed on August 18, 2022.
(175)Incorporated by reference from the Registrant's Post-Effective Amendment No. 119 to the Registration Statement on Form N-2, filed on August 25, 2022.
(176)Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K, filed on September 7, 2022.
(177)Incorporated by reference from the Registrant's Post-Effective Amendment No. 120 to the Registration Statement on Form N-2, filed on September 22, 2022.
(178)Incorporated by reference to Exhibit 1.1 of the Registrant’s Form 8-K, filed on October 12, 2022.
C-23

(179)Incorporated by reference to Exhibit 1.1 of the Registrant’s Form 8-K, filed on October 12, 2022.
(180)Incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K, filed on October 12, 2022.
(181)Incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K, filed on October 12, 2022.
(182)Incorporated by reference from the Registrant's Post-Effective Amendment No. 121 to the Registration Statement on Form N-2, filed on October 20, 2022.
(183)Incorporated by reference from the Registrant's Post-Effective Amendment No. 122 to the Registration Statement on Form N-2, filed on October 27, 2022.
(184)Incorporated by reference from the Registrant's Post-Effective Amendment No. 123 to the Registration Statement on Form N-2, filed on November 3, 2022.
(185)Incorporated by reference from the Registrant's Post-Effective Amendment No. 124 to the Registration Statement on Form N-2, filed on November 10, 2022.
(186)Incorporated by reference from the Registrant's Post-Effective Amendment No. 125 to the Registration Statement on Form N-2, filed on November 25, 2022.
(187)Incorporated by reference from the Registrant's Post-Effective Amendment No. 126 to the Registration Statement on Form N-2, filed on December 1, 2022.
(188)Incorporated by reference from the Registrant's Post-Effective Amendment No. 127 to the Registration Statement on Form N-2, filed on December 8, 2022.
(189)Incorporated by reference from the Registrant's Post-Effective Amendment No. 128 to the Registration Statement on Form N-2, filed on December 15, 2022.
(190)Incorporated by reference from the Registrant's Post-Effective Amendment No. 129 to the Registration Statement on Form N-2, filed on December 22, 2022.
(191)Incorporated by reference from the Registrant's Post-Effective Amendment No. 130 to the Registration Statement on Form N-2, filed on December 30, 2022.
(192)Incorporated by reference from the Registrant's Post-Effective Amendment No. 131 to the Registration Statement on Form N-2, filed on January 6, 2023.
(193)Incorporated by reference from the Registrant's Post-Effective Amendment No. 132 to the Registration Statement on Form N-2, filed on January 12, 2023.
(194)Incorporated by reference from the Registrant's Post-Effective Amendment No. 133 to the Registration Statement on Form N-2, filed on January 20, 2023.
(195)Incorporated by reference from the Registrant's Post-Effective Amendment No. 134 to the Registration Statement on Form N-2, filed on January 26, 2023.
(196)Incorporated by reference from the Registrant's Post-Effective Amendment No. 135 to the Registration Statement on Form N-2, filed on February 2, 2023.
(197)Incorporated by reference from the Registrant's Post-Effective Amendment No. 136 to the Registration Statement on Form N-2, filed on February 9, 2023.
(198)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.
(199)Incorporated by reference from the Registrant's Registration Statement on Form N-2, filed on February 10, 2023.
(200)Incorporated by reference from the Registrant's Post-Effective Amendment No. 1 to the Registration Statement on Form N-2, filed on February 13, 2023.
(201)Incorporated by reference from the Registrant's Post-Effective Amendment No. 2 to the Registration Statement on Form N-2, filed on February 24, 2023.
(202)Incorporated by reference from the Registrant's Post-Effective Amendment No. 3 to the Registration Statement on Form N-2, filed on March 2, 2023.
(203)Incorporated by reference from the Registrant's Post-Effective Amendment No. 4 to the Registration Statement on Form N-2, filed on March 9, 2023.
(204)Incorporated by reference from the Registrant's Post-Effective Amendment No. 5 to the Registration Statement on Form N-2, filed on March 16, 2023.
(205)Incorporated by reference from the Registrant's Post-Effective Amendment No. 6 to the Registration Statement on Form N-2, filed on March 23, 2023.
(206)Incorporated by reference from the Registrant's Post-Effective Amendment No. 7 to the Registration Statement on Form N-2, filed on March 30, 2023.
(207)Incorporated by reference from the Registrant's Post-Effective Amendment No. 8 to the Registration Statement on Form N-2, filed on April 6, 2023.
(208)Incorporated by reference from the Registrant's Post-Effective Amendment No. 9 to the Registration Statement on Form N-2, filed on April 13, 2023.
(209)Incorporated by reference from the Registrant's Post-Effective Amendment No. 10 to the Registration Statement on Form N-2, filed on April 20, 2023.
C-24

(210)Incorporated by reference from the Registrant's Post-Effective Amendment No. 11 to the Registration Statement on Form N-2, filed on April 27, 2023.
(211)Incorporated by reference from the Registrant's Post-Effective Amendment No. 12 to the Registration Statement on Form N-2, filed on May 4, 2023.
(212)Incorporated by reference from the Registrant's Post-Effective Amendment No. 13 to the Registration Statement on Form N-2, filed on May 11, 2023.
(213)Incorporated by reference from the Registrant's Post-Effective Amendment No. 14 to the Registration Statement on Form N-2, filed on May 25, 2023.

†    Filed herewith.
*    To be filed by amendment.

ITEM 26.  MARKETING ARRANGEMENTS
 
The information called for by this Item 26 is omitted from this automatic shelf registration statement on Form N-2 pursuant to Rule 430B under the Securities Act. The information called for by this Item 26 will be included under the heading “Underwriting” or “Plan of Distribution” in any prospectus supplement filed for a particular offering under this automatic shelf registration statement of Form N-2.
 
ITEM 27.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 
Commission registration fee$519,165 
NASDAQ Global Select Additional Listing Fees100,000 
Accounting fees and expenses*500,000 
Legal fees and expenses*1,000,000 
Printing and engraving*500,000 
Miscellaneous fees and expenses*100,000 
Total$2,719,165 
 ___________________________________________
*    These amounts are estimates.
 
All of the expenses set forth above shall be borne by the Company.

ITEM 28.  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL
 
As of December 31, 2022, the following list sets forth entities in which the Registrant owns a controlling interest, the state under whose laws the entity is organized, and the percentage of voting securities or membership interests owned by the Registrant in such entity.
Name of Entity and Place of Jurisdiction% of Voting Securities Owned
SB Forging Company, Inc. (Delaware)*100.0 %
Arctic Energy Services, LLC (Delaware)100.0 %
CP Holdings of Delaware LLC (Delaware)*99.8 %
CP Energy Services Inc. (Delaware)99.8 %
CP Well Testing, LLC (Delaware)99.8 %
ProHaul Transports, LLC (Oklahoma)99.8 %
Wright Foster Disposals, LLC (Delaware)99.8 %
Wright Trucking, Inc. (Delaware)99.8 %
Foster Testing Co., Inc. (Delaware)99.8 %
Spartan Energy Holdings, Inc. (Delaware)96.7 %
Spartan Energy Services, LLC (Delaware)96.7 %
Spartan Thru Tubing Services, LLC (Delaware)75.9 %
Spartan Well Testing Services, LLC (Delaware)96.7 %
C-25

Name of Entity and Place of Jurisdiction% of Voting Securities Owned
Spartan Flow Control Services, LLC (Delaware)96.7 %
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 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 %
Fourteenth Waha Lease Limited (Isle of Man)60.7 %
Wahaflot Leasing 1 Limited (Cyprus)60.7 %
AerLift Leasing Netherlands B.V. (Netherlands)60.7 %
AerLift Leasing Isle of Man 1 Limited (Isle of Man)60.7 %
Alpha Ireland Leasing MSN 1149 Limited (Ireland)60.7 %
Bravo Ireland Leasing MSN 1156 Limited (Ireland)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 (Louisiana)100.0 %
MV Gulf Endeavor LLC (Louisiana)100.0 %
MV Clint LLC (Louisiana)100.0 %
MV JF Jett LLC (Louisiana)100.0 %
Vessel Company III, LLC (Louisiana)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)†80.0 %
Gulfco of Mississippi, LLC (Mississippi)†80.0 %
Gulfco of Alabama, LLC (Alabama)†80.0 %
Tower Loan of Illinois, LLC (Mississippi)†80.0 %
Tower Loan of Mississippi, LLC (Mississippi)†80.0 %
Tower Loan of Missouri, LLC (Mississippi)†80.0 %
Tower Auto Loan, LLC (Mississippi)†80.0 %
Tower Loan of Texas, LLC (Mississippi)80.0 %
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 %
C-26

Name of Entity and Place of Jurisdiction% of Voting Securities Owned
Gentle Dental Smile Plan, LLC99.9 %
American Federated Holding Company (Mississippi)†80.0 %
American Federated Insurance Company, Inc. (Mississippi)†80.0 %
American Federated Life Insurance Company, Inc. (Mississippi)†80.0 %
NMMB Holdings, Inc. (Delaware)*100.0 %
NMMB, Inc. (Delaware)90.4 %
Refuel Agency, Inc. (Delaware)90.4 %
Armed Forces Communications, Inc. (New York)90.4 %
Prospect Capital Funding LLC (Delaware)*100.0 %
Prospect Yield Corporation, LLC (Delaware)*100.0 %
Pacific World Corporation (California)100.0 %
The W.E. Bassett Company (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, LLC (Delaware)99.8 %
Appalachian Energy Holdings, LLC (Delaware)99.8 %
C & S Operating, LLC (Delaware)99.8 %
Wolf Energy Services Company, LLC (Delaware)99.8 %
R-V Industries, Inc. (Pennsylvania)88.3 %
STI Holding, Inc. (Delaware)100.0 %
Arlington Park Marietta, LLC (Delaware)93.3 %
NPH Gulf Coast Holdings, LLC (Delaware)99.3 %
NPH Property Holdings, LLC (Delaware)*100.0 %
NPH Property Holdings II, LLC (Delaware)*100.0 %
American Consumer Lending Holdings Limited (Cayman Islands)100.0 %
American Consumer Lending Limited (Cayman Islands)100.0 %
American Consumer Lending V, LLC (Delaware)100.0 %
American Consumer Lending VI, LLC (Delaware)100.0 %
American Consumer Lending III (Near-Prime), LLC (Delaware)100.0 %
American Consumer Lending IV (Near-Prime), LLC (Delaware)100.0 %
ACL Near-Prime, LLC (Delaware)100.0 %
National Marketplace Finance, 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 Consumer Loan Trust (Delaware)100.0 %
C-27

Name of Entity and Place of Jurisdiction% of Voting Securities Owned
ACL Consumer Loan Trust III (Delaware)100.0 %
ACL Consumer Loan Trust V (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 Limited100.0 %
NGL Subsidiary, Ltd100.0 %
Columbus OH Apartments HoldCo, LLC (Delaware)79.1 %
Crown Pointe Passthrough, LLC (Delaware)80.0 %
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 %
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 %
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 %
C-28

Name of Entity and Place of Jurisdiction% of Voting Securities Owned
Vesper Manhattan KS LLC (Delaware)67.0 %
9220 Old Lantern Way Owner, LLC (Delaware)92.5 %
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 %
Bel Canto NPRC, LLC (Delaware)88.0 %
Bel Canto NPRC Parcstone, LLC (Delaware)88.0 %
Bel Canto NPRC Stone Ridge, LLC (Delaware)88.0 %
Sterling Place Holdings, LLC (Delaware)92.5 %
Sterling Place Apartment Owner, LLC (Delaware)92.5 %
SPCP Hampton, LLC (Delaware)80.0 %
SPCP Hampton Owner, LLC (Delaware)80.0 %
Palmetto Creek Holdings, LLC (Delaware)90.0 %
Palmetto Creek BL Owner, LLC (Delaware)90.0 %
Valora at Homewood Holdings, LLC (Delaware)90.0 %
Valora at Homewood BL, LLC (Delaware)90.0 %
NPRC Fairburn, LLC (Delaware)100.0 %
NPRC Grayson, LLC (Delaware)100.0 %
NPRC Taylors, LLC (Delaware)100.0 %
Spartanburg Holdings, LLC (Delaware)96.3 %
Parkside at Laurel West Owner, LLC (Delaware)96.3 %
Willows at North End Owner, LLC (Delaware)96.3 %
SPCP Edge CL, LLC (Delaware)80.0 %
SPCP Edge CL Owner, LLC (Delaware)80.0 %
Credit Central Holdings of Delaware, LLC (Delaware)*100.0 %
Credit Central Loan Company, LLC (South Carolina)99.8 %
Credit Central, LLC (South Carolina)99.8 %
Credit Central Anderson, LLC (South Carolina)99.8 %
Credit Central South, LLC (South Carolina)99.8 %
Credit Central of Tennessee, LLC (South Carolina)99.8 %
Credit Central of Texas, LLC (South Carolina)99.8 %
Mity Holdings of Delaware, Inc.100.0 %
MITY, Inc. (Utah)100.0 %
MITY-LITE, Inc. (Utah)100.0 %
Broda Canada ULC (British Columbia, Canada)100.0 %
Broda GP, ULC (Canada)100.0 %
Broda Limited Partnership (Canada)100.0 %
Holsag Canada, Inc. (Canada)100.0 %
Atlas and Lane, LLC (Utah)100.0 %
Mity FSC, Inc. (Utah)100.0 %
C-29

Name of Entity and Place of Jurisdiction% of Voting Securities Owned
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 %
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 %
Prospect Realty Income Trust Corp. (Delaware)100.0 %
Kickapoo, LLC (Delaware)100.0 %
Elliot Apartments Norcross, LLC (Delaware)90.0 %
Vida Borrower, LLC (Delaware)90.0 %
Jackson 4 Pack JV LLC (Delaware)80.0 %
Jackson Crosswinds, LLC (Delaware)80.0 %
Jackson Lakeshore Landing, LLC (Delaware)80.0 %
Jackson Pear Orchard, LLC (Delaware)80.0 %
Jackson Reflection Pointe, LLC (Delaware)80.0 %
NPRC Fairburn Holding, LLC (Delaware)100.0 %
NPRC Grayson Holding, LLC (Delaware)100.0 %
NPRC Lancaster LLC (Delaware)100.0 %
NPRC Rutland LLC (Delaware)100.0 %
NPRC Twin Oaks LLC (Delaware)100.0 %
NPRC Wolfchase LLC (Delaware)100.0 %
Orlando 442 Owner, LLC (Delaware)90.0 %
Orlando 442 Venture, LLC (Delaware)90.0 %
Southport Holdings LLC (Delaware)92.5 %
C-30

Name of Entity and Place of Jurisdiction% of Voting Securities Owned
Southport Owner LLC (Delaware)92.5 %
Terraces at Perkins Rowe JV LLC (Delaware)62.3 %
Perkins Rowe Owner LLC (Delaware)62.3 %
TP Cheyenne Operations, LLC (Delaware)90.0 %
TP Cheyenne, LLC (Delaware)90.0 %
TP Kokomo Operations, LLC (Delaware)90.0 %
TP Kokomo, LLC (Delaware)90.0 %
TP Pueblo Operations, LLC (Delaware)90.0 %
TP Pueblo, LLC (Delaware)90.0 %
TP Stillwater Operations, LLC (Delaware)90.0 %
TP Stillwater, LLC (Delaware)90.0 %
TP-NPRC Senior Living Holdings, LLC (Delaware)90.0 %
TP-NPRC Senior Living Operations, LLC (Delaware)90.0 %
TP-NPRC Senior Living, LLC (Delaware)90.0 %
___________________________________________
*    Entity is consolidated for purposes of financial reporting.
†    Entities for which separate financial statements are filed.
 
Prospect Capital Management L.P., a Delaware limited partnership, does not own any shares of the Registrant. Without conceding that Prospect Capital Management L.P. controls the Registrant, Prospect Capital Management or an affiliate of Prospect Capital Management L.P. is the general partner or equivalent of, and may be deemed to control, the following entities: 
NameJurisdiction of Organization
Prospect Management Group LLCDelaware
Prospect Administration LLCDelaware
Prospect Capital Opportunity Fund Management LLCDelaware
Priority Senior Secured Income Management, LLCDelaware
Prospect Flexible Income Management, LLCDelaware
Prospect Capital Investment Management, LLCDelaware
Prospect Capital Management Inc.Delaware
Patriots Finance LLCDelaware
Patriots Asset Management LLCDelaware
Prospect Capital Benefits LLCDelaware
Prospect Opportunity Zone Fund LPDelaware
PCM Opportunity Zone Fund Advisor LLCDelaware
PCM Opportunity Zone Fund GP LLCDelaware
 
ITEM 29.  NUMBER OF HOLDERS OF SECURITIES
 
The following table sets forth the approximate number of record holders of our common stock at February 8, 2023.
Title of Class Number of Record Holders
Common Stock, par value $.001 per share 168
 
ITEM 30.  INDEMNIFICATION
 
Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty established by a final judgment
C-31

as being material to the cause of action. Our charter contains such a provision which eliminates directors’ and officers’ liability to the maximum extent permitted by Maryland law, subject to the requirements of the 1940 Act.
 
Our charter authorizes us, to the maximum extent permitted by Maryland law and subject to the requirements of the 1940 Act, to obligate ourselves to indemnify any present or former director or officer or any individual who, while a director or officer and at our request, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer, partner or trustee, from and against any claim or liability to which that person may become subject or which that person may incur by reason of his or her service in any such capacity and to pay or reimburse their reasonable expenses in advance of final disposition of a proceeding. Our bylaws obligate us, to the maximum extent permitted by Maryland law and subject to the requirements of the 1940 Act, to indemnify any present or former director or officer or any individual who, while a director or officer and at our request, serves or has served another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer, partner, member, manager or trustee and who is made, or threatened to be made, a party to the proceeding by reason of his or her service in any such capacity from and against any claim or liability to which that person may become subject or which that person may incur by reason of his or her service in any such capacity and to pay or reimburse their reasonable expenses in advance of final disposition of a proceeding. The charter and bylaws also permit us to indemnify and advance expenses to any person who served a predecessor of us in any of the capacities described above and any of our employees or agents or any employees or agents of our predecessor. In accordance with the 1940 Act, we will not indemnify any person for any liability to which such person would be subject by reason of such person’s willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.
 
Maryland law requires a corporation (unless its charter provides otherwise, which our charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made, or threatened to be made, a party by reason of his or her service in that capacity. Maryland law permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made, or threatened to be made, a party by reason of their service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under Maryland law, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that a personal benefit was improperly received, unless in either case a court orders indemnification, and then only for expenses. In addition, Maryland law permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.
 
The Investment Advisory Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, Prospect Capital Management LLC (the “Adviser”) and its officers, managers, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from the Company for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of the Adviser’s services under the Investment Advisory Agreement or otherwise as an investment adviser of the Company.
 
The Administration Agreement provides that, absent willful misfeasance, bad faith or negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, Prospect Administration LLC and its officers, manager, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from the Company for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of Prospect Administration LLC’s services under the Administration Agreement or otherwise as administrator for the Company.
 
The Administrator is authorized to enter into one or more sub-administration agreements with other service providers (each a “Sub-Administrator”) pursuant to which the Administrator may obtain the services of the service providers in fulfilling its responsibilities hereunder. Any such sub-administration agreements shall be in accordance with the requirements of the 1940 Act and other applicable U.S. Federal and state law and shall contain a provision requiring the Sub-Administrator to comply with the same restrictions applicable to the Administrator.
 
C-32

ITEM 31.  BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
 
A description of any other business, profession, vocation or employment of a substantial nature in which the Adviser, and each managing member, director or executive officer of the Adviser, is or has been during the past two fiscal years, engaged in for his or her own account or in the capacity of director, officer, employee, partner or trustee, is set forth in Part A of this Registration Statement in the section entitled “Management.” Additional information regarding the Adviser and its officers and directors is set forth in its Form ADV, as filed with the Securities and Exchange Commission (SEC File No. 801-62969), and is incorporated herein by reference.
 
ITEM 32.  LOCATION OF ACCOUNTS AND RECORDS
 
All accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, and the rules thereunder are maintained at the offices of:
 
(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.
 
ITEM 33.  MANAGEMENT SERVICES
 
Not Applicable.
 
ITEM 34.  UNDERTAKINGS
 
1.Not applicable.

2.Not applicable.
 
3.The Registrant undertakes:
 
a.not applicable;

b.that, for the purpose of determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof;

c.to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;
 
d.for the purpose of determining liability under the Securities Act to any purchaser that:
        (1) if the Registrant is relying on Rule 430B: (A) each prospectus filed pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and (B) each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (x), or (xi) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; 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
C-33

with a time of contract of sale prior to such effective date, 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 effective date; or

        (2) if the Registrant is subject to Rule 430C under the Securities Act, each prospectus filed pursuant to Rule 424(b) under the Securities Act as part of this registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, 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, supersedes 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.for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of securities, the Registrant undertakes that in a primary offering of securities of the 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 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 Registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act;

(2) free writing prospectus relating to the offering prepared by or on behalf of the Registrant or used or referred to by the Registrant;

(3) the portion of any other free writing prospectuses or advertisement pursuant to Rule 482 under the Securities Act relating to the offering containing material information about the Registrant or its securities provided by or on behalf of the Registrant; and

(4) any other communication that is an offer in the offering made by the Registrant to the purchaser..
 
4.    Not applicable.

5.    for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference into the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

6.    insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant, the Registrant have been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant undertakes, unless in the opinion of the Registrant’s counsel the matter has been settled by controlling precedent, to submit to a court of appropriate jurisdiction the question whether such indemnification by the Registrant is against public policy as expressed in the Securities Act and the Registrant will be governed by the final adjudication of such issue..

7.    to send by first class mail or other means designed to ensure equally prompt delivery within two business days of receipt of a written or oral request, any prospectus or Statement of Additional Information.

C-34


SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post Effective Amendment No. 15 to the Registration Statement on Form N-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, in the State of New York, on the 2nd day of June 2023.
 
 PROSPECT CAPITAL CORPORATION
   
   
 By:/s/ JOHN F. BARRY III
  
John F. Barry III
Chief Executive Officer and Chairman of the Board of Directors
 
Pursuant to the requirements of the Securities Act of 1933, this Post Effective Amendment No. 15 to the Registration Statement has been signed by the following persons in the capacities indicated on June 2, 2023. This document may be executed by the signatories hereto on any number of counterparts, all of which constitute one and the same instrument.
 
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
 



INDEX TO EXHIBITS
 


Prospect Capital (NASDAQ:PSEC)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Prospect Capital Charts.
Prospect Capital (NASDAQ:PSEC)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Prospect Capital Charts.