Prospect Capital Corporation Announces Launch of Cash Tender Offer For Any and All of its Outstanding 5.000% Senior Notes du...
June 07 2018 - 8:40AM
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 senior notes listed below.
The Tender Offer will expire at 5:00 p.m., New York City time, on
June 13, 2018 (the “Expiration Time”), unless extended or earlier
terminated. 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 |
5.000%
Senior Notes due 2019 (the “Notes”) |
74348TAN2
/ US74348TAN28 |
$300,000,000 |
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Notes that are validly tendered and not validly withdrawn on or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 $1,020, plus accrued and unpaid
interest on the Notes from the applicable last interest payment
date up to, but not including, the Settlement Date (as defined
herein). Assuming the Tender Offer is not extended, the Company
expects that the Tender Offer will settle and payment will be made
on June 20, 2018 (the “Settlement Date”).
As described in the Offer to Purchase, tendered Notes may be
withdrawn at any time prior to or at, but not after, the Expiration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 subject to
certain conditions, including the receipt by the Company of net
proceeds from one or more debt financings on terms and conditions
satisfactory to the Company in an amount sufficient, together with
other available sources of cash, to pay for all Notes accepted for
payment in the Tender Offer and estimated fees and expenses related
to the Tender Offer. 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 RBC Capital Markets, LLC and Barclays
Capital Inc. to serve as the Lead Dealer Managers and UBS
Securities LLC to serve as the Co-Dealer Manager for the Tender
Offer. Questions and requests for assistance regarding the Tender
Offer should be directed to RBC Capital Markets, LLC at (212)
618-7843 (collect) or (877) 381-2099 (toll free) or Barclays
Capital Inc. at (212) 528-7581 (collect) or (800) 438-3242 (toll
free).
The Company has also retained D.F. King & Co., Inc. to serve
as the Information Agent 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 (800) 549-6864 (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. 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, the Dealer
Managers 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 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 Offer and redemption of
the Notes. 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@prospectstreet.comTelephone (212) 448-0702.
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