Prospect Capital Corporation Announces Launch of Cash Tender Offer For Any and All of its Outstanding 5.875% Senior Notes due 2023
September 19 2022 - 8:32AM
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
September 23, 2022, or any other date and time to which the Company
extends the 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 and related notice of
guaranteed delivery, 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 |
$284,219,000 |
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withdrawn on or prior to the Expiration Time is $980.00, plus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 September 28, 2022 (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Notes may be validly withdrawn at any time prior to or at, but not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 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.
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
Officergrier@prospectcap.comTelephone (212) 448-0702
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