Item 1.01. Entry into a Material Definitive Agreement.
On February 12, 2021, Prospect Capital Corporation (the "Company") entered into
an underwriting agreement (the "Underwriting Agreement") by and among the
Company, Prospect Capital Management L.P. (the "Adviser"), Prospect
Administration LLC (the "Administrator"), and Goldman Sachs & Co. LLC, as
representative of the several underwriters named in Schedule I thereto, in
connection with the issuance and sale by the Company of $50,000,000 aggregate
principal amount of the Company's 3.706% Notes due 2026 (the "Notes") (the
"Offering"). The Notes are a further issuance of the 3.706% notes due 2026 that
the Company issued on January 22, 2021 in the aggregate principal amount of
$325,000,000 (the "existing 2026 Notes"). The Notes will be treated as a single
series with the existing 2026 Notes under the indenture and will have the same
terms as the existing 2026 Notes. The Notes will have the same CUSIP number and
will be fungible for U.S. federal income tax purposes and rank equally with the
existing 2026 Notes. Upon the issuance of the Notes, the outstanding aggregate
principal amount of the Company's 3.706% notes due 2026 will be $375,000,000.
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 Offering is being made pursuant to the Company's effective shelf
registration statement on Form N-2 (Registration No. 333-236415) previously
filed with the Securities and Exchange Commission (the "SEC"), as supplemented
by a preliminary prospectus supplement dated February 12, 2021, a pricing term
sheet filed with the SEC on February 12, 2021 and a final prospectus supplement
dated February 12, 2021.
The foregoing description of the Underwriting Agreement is only a summary and is
qualified in its entirety by reference to the full text of the Underwriting
Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on
Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits

1.1 Underwriting Agreement, dated February 12, 2021, by and among Prospect Capital Corporation, Prospect Capital Management L.P., Prospect Administration LLC, and Goldman Sachs & Co. LLC, as representative of the several underwriters named in Schedule I thereto.




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