Prospect Capital Corp Files 8-K on Material Agreements

TL;DR

PROSPECT CAPITAL CORP FILED 8-K: MATERIAL AGREEMENTS, SECURITY HOLDER RIGHTS MODIFIED, BYLAWS AMENDED.

AI Summary

Prospect Capital Corporation filed an 8-K on October 17, 2024, reporting on several material events. These include entering into a material definitive agreement, modifications to security holder rights, and amendments to its articles of incorporation or bylaws. The filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions and potential changes affecting Prospect Capital Corporation's agreements and security holders.

Risk Assessment

Risk Level: medium — Material definitive agreements and modifications to security holder rights can introduce new risks or alter existing ones for investors.

Key Players & Entities

• Prospect Capital Corporation (company) — Registrant
• October 17, 2024 (date) — Date of Report
• 10 East 40th Street, 42nd Floor, New York (location) — Business Address

FAQ

Key Financial Figures

• $0.001 — ange on which registered Common Stock, $0.001 par value PSEC NASDAQ Global Select Mar
• $2,250,000,000 — 1 per share, of preferred stock, with a $2,250,000,000 aggregate liquidation preference (the "
• $2,000,000,000 — size of the offering was increased from $2,000,000,000 in aggregate liquidation preference of

Filing Documents

• psec-20241017.htm (8-K) — 35KB
• psec-xformnx2opinionseries.htm (EX-1.1) — 16KB
• psecarticlessupplementaryp.htm (EX-3.1) — 10KB
• psecdmaamendment.htm (EX-5.1) — 23KB
• image_0.jpg (GRAPHIC) — 0KB
• 0001287032-24-000377.txt ( ) — 266KB
• psec-20241017.xsd (EX-101.SCH) — 3KB
• psec-20241017_def.xml (EX-101.DEF) — 16KB
• psec-20241017_lab.xml (EX-101.LAB) — 29KB
• psec-20241017_pre.xml (EX-101.PRE) — 17KB
• psec-20241017_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On October 17, 2024, Prospect Capital Corporation (the "Company") entered into an amendment (the "Amendment") to the Amended and Restated Dealer Manager Agreement, dated as of February 25, 2021, by and between the Company and Preferred Capital Securities, LLC (the "Dealer Manager" and, together with the Company, the "Parties") (the "Dealer Manager Agreement"), pursuant to which the Dealer Manager agreed to serve as the Company's agent, principal distributor and exclusive dealer manager for the Company's offering of up to 90,000,000 shares, par value $0.001 per share, of preferred stock, with a $2,250,000,000 aggregate liquidation preference (the "Preferred Stock"). Pursuant to the terms of the Dealer Manager Agreement, as amended by the Amendment, the size of the offering was increased from $2,000,000,000 in aggregate liquidation preference of Preferred Stock to $2,250,000,000 in aggregate liquidation preference of Preferred Stock. The foregoing description of the Amendment is only a summary and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders On October 17, 2024, in connection with the Offering, the Company filed Articles Supplementary (the "Articles Supplementary") with the State Department of Assessments and Taxation of Maryland ("SDAT"), reclassifying and designating 20,000,000 shares of the Company's authorized and unissued shares of Common Stock into shares of Preferred Stock. The reclassification decreased the number of shares classified as Common Stock from 1,352,100,000 shares immediately prior to the reclassification to 1,332,100,000 shares immediately after the reclassification. The description of the Preferred Stock contained in the section of the Prospectus entitled "Description of the Preferred Stock" is incorporated herein by reference. The foregoing description of the Preferred Stock is only a summary and is qualified in its entirety by reference to the full text of the Articles Supplementary, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. Venable LLP, special Maryland counsel to the Company, has issued a legal opinion relating to the validity of the shares of Preferred Stock offered in the offering, a copy of which is attached to this Form 8-K as Exhibit 5.1.

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth in Item 3.03 above with respect to the Articles Supplementary is incorporated in this Item 5.03 in its entirety.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits 1.1 Amendment No. 5 to Amended and Restated Dealer Manager Agreement, dated as of October 17, 2024, by and between Prospect Capital Corporation and Preferred Capital Securities, LLC 3.1 Articles Supplementary to the Articles of Amendment and Restatement of Prospect Capital Corporation 5.1 Opinion of Venable LLP as to the validity of shares of Preferred Stock 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. Prospect Capital Corporation By: /s/ M. Grier Eliasek Name: M. Grier Eliasek Title: Chief Operating Officer Date: October 17, 2024 4 Index to Exhibits Exhibit Number Description 1.1 Amendment No. 5 to Amended and Restated Dealer Manager Agreement, dated as of October 17, 2024, by and between Prospect Capital Corporation and Preferred Capital Securities, LLC 3.1 Articles Supplementary to the Articles of Amendment and Restatement of Prospect Capital Corporation 5.1 Opinion of Venable LLP as to the validity of shares of Preferred Stock 5

View Full Filing

View this 8-K filing on SEC EDGAR