Item 1.01. Entry into a Material Definitive Agreement.
On January 22, 2021, in connection with the previously announced public
offering, Prospect Capital Corporation (the "Company") issued $325,000,000 in
aggregate principal amount of its 3.706% Notes due 2026 (the "Notes") under an
indenture, dated as of February 16, 2012 (the "Base Indenture"), between the
Company and American Stock Transfer & Trust Company, LLC, as trustee (the
"Original Trustee"), as amended by the Agreement of Resignation, Appointment and
Acceptance, dated as of March 12, 2012, by and among the Company, the Original
Trustee and U.S. Bank National Association, as trustee (the "Trustee"), as
supplemented by the Supplemental Indenture, dated as of January 22, 2021 (the
"Supplemental Indenture"), establishing the form and terms of the Notes
(collectively, the "Indenture").
The Notes will mature on January 22, 2026 and will bear interest at a rate of
3.706% per year payable semi-annually in arrears on January 22 and July 22 of
each year, commencing on July 22, 2021. The Notes will be general senior
unsecured obligations of the Company, will rank equally in right of payment with
the Company's existing and future senior unsecured debt, and will rank senior in
right of payment to any potential subordinated debt, should any be issued in the
future.
The Notes may be redeemed in whole or in part at any time or from time to time
at the Company's option, at a redemption price equal to the greater of the
following amounts, plus, in each case, accrued and unpaid interest to the
redemption date: (1) 100% of the principal amount of the Notes to be redeemed or
(2) the sum of the present values of the remaining scheduled payments of
principal and interest (exclusive of accrued and unpaid interest to the date of
redemption) on the Notes to be redeemed, discounted to the redemption date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
using the applicable Treasury Rate (as defined in the Supplemental Indenture)
plus 50 basis points; provided, however, that if the Company redeems any Notes
on or after December 22, 2025 (the date falling one month prior to the maturity
date of the Notes), the redemption price for the Notes will be equal to 100% of
the principal amount of the Notes to be redeemed, plus accrued and unpaid
interest, if any, to, but excluding, the date of redemption.
In addition, if a Change of Control Repurchase Event (as defined in the
Supplemental Indenture) occurs prior to maturity of the Notes, holders of the
Notes will have the right, at their option, to require the Company to repurchase
for cash some or all of the Notes at a repurchase price equal to 100% of the
principal amount of the Notes to be repurchased, plus accrued and unpaid
interest to, but not including, the repurchase date.
The Indenture contains certain covenants, including covenants requiring the
Company to (i) comply with Section 18(a)(1)(A), as modified by Section 61(a), of
the Investment Company Act of 1940, or any successor provisions, and (ii)
provide financial information to the holders of the Notes and the Trustee if the
Company is no longer subject to the reporting requirements under the Securities
Exchange Act of 1934. These and other covenants are subject to important
limitations and exceptions that are described in the Indenture.
The Notes were offered and sold in an offering that was made pursuant to the
Company's effective shelf registration statement on Form N-2 (Registration No.
333-236415) previously filed with the SEC, as supplemented by a preliminary
prospectus supplement dated January 14, 2021 and a final prospectus supplement
dated January 14, 2021. The transaction closed on January 22, 2021. The Company
expects to use the net proceeds of the offering primarily for the refinancing of
existing indebtedness, including but not limited to, redemption of its 6.25%
Notes due 2024 and repayment of borrowings under its revolving credit facility.
The Company intends to use the remainder of the net proceeds from the offering,
if any, to maintain balance sheet liquidity, including investments in high
quality short-term debt instruments, and thereafter to make long-term
investments in accordance with its investment objective.
The foregoing summary of the Supplemental Indenture and the Notes set forth
above does not purport to be complete and is subject to, and is qualified in its
entirety by reference to the full text of the Supplemental Indenture (which is
attached as Exhibit 4.1 hereto), the form of global notes representing the Notes
(attached as an exhibit to the Supplemental Indenture) and the full text of the
Base Indenture, which was filed as Exhibit (d)(7) to the Company's
Post-Effective Amendment No. 1 to its Registration Statement on Form N-2, filed
on March 1, 2012, each of which is incorporated by reference herein.

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Item 9.01. Financial Statements and Exhibits
(d) Exhibits

4.1  Supplemental Indenture, dated as of January 22, 2021, by and between
Prospect Capital Corporation and U.S. Bank National Association, as Trustee.
4.2  Form of Global Note of 3.706% Notes due 2026 (Incorporated by reference to
Exhibit 4.1 hereto).
5.1  Opinion of Venable LLP.
5.2  Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
23.1  Consent of Venable LLP (included in Exhibit 5.1).
23.2  Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit
5.2).


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