Item 1.01. Entry into a Material Definitive Agreement.
On February 10, 2023, Prospect Capital Corporation (the "Company") entered into
an amendment (the "Amendment") to the Amended and Restated Dealer Manager
Agreement, dated February 25, 2021, with Preferred Capital Securities, LLC (the
"Dealer Manager") (the "Dealer Manager Agreement"), pursuant to which the Dealer
Manager has agreed to serve as the Company's agent and dealer manager for the
Company's offering of up to 72,000,000 shares of any combination of its 5.50%
Series A1 Preferred Stock, 5.50% Series M1 Preferred Stock, 5.50% Series M2
Preferred Stock, 6.50% Series A3 Preferred Stock, and 6.50% Series M3 Preferred
Stock, each par value $0.001 per share, and each with a liquidation preference
of $25.00 per share (together, 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 $1,500,000,000 in aggregate liquidation preference
of Preferred Stock to $1,800,000,000 in aggregate liquidation preference of
Preferred Stock. The Company may offer any future series of Preferred Stock,
provided that the aggregate number of shares issued across all series of
Preferred Stock offered pursuant to the Dealer Manager Agreement shall not
exceed 72,000,000 shares.
The Preferred Stock is registered with the Securities and Exchange Commission
pursuant to an automatic shelf registration statement on Form N-2 (File No.
333-269714) under the Securities Act of 1933, as amended (the "Registration
Statement"), and will be offered and sold pursuant to a prospectus supplement
dated February 10, 2023, and a base prospectus dated February 10, 2023, relating
to the Registration Statement (collectively, the "Prospectus").
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.
Venable LLP, special Maryland counsel to the Company, has issued a legal opinion
relating to the validity of the shares of Preferred Stock, a copy of which is
attached to this Form 8-K as Exhibit 5.1.
Item 3.03. Material Modification to Rights of Security Holders.
On February 10, 2023, in connection with the Amendment, the Company filed
Articles Supplementary (the "Articles Supplementary") with the State Department
of Assessments and Taxation of Maryland ("SDAT"), reclassifying and designating
60,000,000 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 1,612,100,000 shares immediately prior
to the reclassification to 1,552,100,000 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.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Item 3.03 above with respect to the Articles Supplementary is incorporated in
this Item 5.03 in its entirety.
Item 8.01. Other Events.
Preferred Stock Dividend Reinvestment Plan
Effective as of February 10, 2023, the Company amended and restated its
Preferred Stock Distribution Reinvestment Plan (the "DRIP"). Under the DRIP,
holders of the Preferred Stock ("preferred stockholders") series will have
dividends on their Preferred Stock series automatically reinvested in additional
shares of such Preferred Stock series at a price per share of $25.00 if they so
elect. Once enrolled in the DRIP, preferred stockholders may elect to reinvest
all, but not less than all, of their dividends in additional shares of the
Preferred Stock series, until they
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terminate their participation in the DRIP. The Company will pay all fees or
other charges on shares of the Preferred Stock series purchased through the
DRIP.
Shares of the Preferred Stock series purchased under the DRIP will come from the
Company's authorized but unissued shares of the Preferred Stock series. Shares
of the Preferred Stock series received through the DRIP will be of the same
series and have the same original issue date for purposes of calculating the fee
associated with a preferred stockholder's election to convert shares of the
Preferred Stock series held by the preferred stockholder prior to the listing of
the Preferred Stock series on a national securities exchange and for other terms
of the Preferred Stock series based on issuance date as the Preferred Stock
series for which the dividend was declared. The Company may terminate the DRIP
at any time in its sole discretion. The description of the DRIP contained in the
section of the Prospectus entitled "Preferred Stock Dividend Reinvestment Plan"
is incorporated herein by reference.
The foregoing description of the DRIP is only a summary and is qualified in its
entirety by reference to the full text of the DRIP, a copy of which is filed as
Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by
reference.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits
1.1 Amendment No. 3 to Amended and Restated Dealer Manager Agreement, dated
February 10, 2023,
between the Company, 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
99.1 Amended and Restated Preferred Stock Dividend Reinvestment Plan
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