Prospect Capital Corporation Announces Launch of Cash Tender Offer For its 4.95% Senior Convertible Notes due 2022
February 01 2021 - 3:21PM
Prospect Capital Corporation (the “Company”) today announced that
it has commenced a cash tender offer (the “Tender Offer”) to
purchase up to $30,000,000 aggregate principal amount of
outstanding 4.95% Senior Convertible Notes due 2022 (the “Notes”).
The Tender Offer will expire at 12:00 midnight, New York City time,
on March 2, 2021 (one minute after 11:59 p.m., New York City time,
on March 1, 2021), or any other date and time to which the Company
extends the Tender Offer (such date and time, as it may be
extended, the “Expiration Date”). The Tender Offer is made pursuant
to an Offer to Purchase dated today, which sets forth the terms and
conditions of the Tender Offer.
Title of Security |
CUSIP / ISIN Nos. |
Outstanding Principal Amount |
Aggregate Principal Amount Sought |
|
|
|
|
4.95% Senior Convertible Notes due 2022 |
74348TAR3 / US74348TAR32 |
$136,228,000 |
$30,000,000 |
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withdrawn on or prior to the Expiration Date is $1,030.00, plus
accrued and unpaid interest on the Notes, if any, from the 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 Date 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 Date (the date of such acceptance and purchase, the
“Settlement Date”). If Notes with an aggregate principal amount in
excess of $30,000,000 are validly tendered and not validly
withdrawn at or prior to the Expiration Date, proration for each
holder tendering Notes will be calculated with a proration factor
of such amount so that the Company only accepts for purchase an
aggregate principal amount of Notes of $30,000,000. The Settlement
Date is expected to occur within three business days following the
Expiration Date, assuming the conditions to the Tender Offer 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Notes may be validly withdrawn from the Tender Offer at or prior to
the Expiration Date. 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. Holders should read the Company’s commencement Tender
Offer statement on Schedule TO filed with the SEC in connection
with the Tender Offer, 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 Offer. The Tender Offer is not being made in any state or
jurisdiction in which such offer would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction. None of the Company or the Information and
Tender Agent are making any recommendation as to whether or not
holders should tender their Notes in connection with the Tender
Offer.
About Prospect Capital
Corporation
Prospect Capital Corporation is a business
development company that focuses on lending to and investing in
private businesses. Prospect's investment objective is to generate
both current income and long-term capital appreciation through debt
and equity investments.
Prospect has elected to be treated as a business
development company under the Investment Company Act of 1940 (“1940
Act”). Prospect is required to comply with regulatory requirements
under the 1940 Act as well as applicable NASDAQ, federal and state
rules and regulations. We have elected to be treated as a regulated
investment company under the Internal Revenue Code of 1986.
Caution Concerning Forward-Looking
Statements
This press release contains forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, Section 21E of the Securities Exchange Act of
1934, as amended, and the Private Securities Litigation Reform Act
of 1995, whose safe harbor for forward-looking statements does not
apply to business development companies. These forward-looking
statements include statements regarding expectations as to the
completion of the transactions contemplated by the Tender Offer.
Any such statements, other than statements of historical fact, are
highly likely to be affected by other unknowable future events and
conditions, including elements of the future that are or are not
under our control, and that we may or may not have considered;
accordingly, such statements cannot be guarantees or assurances of
any aspect of future performance. Actual developments and results
are highly likely to vary materially from any forward-looking
statements. Such statements speak only as of the time when made,
and we undertake no obligation to update any such statement now or
in the future.
For further information, contact:
Grier Eliasek, President and Chief Operating
Officergrier@prospectcap.comTelephone (212) 448-0702
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