Prospect Capital Corporation Announces Launch of Cash Tender Offer For Any and All of its Outstanding 5.875% Senior Notes due 2023
November 14 2022 - 7:32AM
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
November 18, 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 |
$282,364,000 |
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Notes that are validly tendered and not validly withdrawn on or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 $987.50, 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 November 23, 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validly withdrawn at any time prior to or at, but not after, the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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