On April 9, 2025, Prospect Capital Corporation announced that it has commenced a tender offer to purchase for cash any and all of the $342,947,000 aggregate principal amount outstanding of the Company?s 3.706% Notes due 2026. The tender offer is being made exclusively pursuant to an offer to purchase dated April 9, 2025 and related notice of guaranteed delivery, which set forth the terms and conditions of the tender offer. The consideration to be paid for each $1,000 principal amount of Notes that are validly tendered and not validly withdrawn on or prior to the Expiration Time will be as set forth in the table above, plus accrued and unpaid interest on the Notes, if any, from the applicable last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 April 22, 2025 (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 As described in the Offer to Purchase, tendered Notes may be validly withdrawn at any time prior to or at, but not after, the Expiration Time, unless the Company amends the Tender Offer, in which case the withdrawal rights may be extended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. If any Notes remain outstanding after the consummation of the Tender Offer, the Company may, to the extent permitted by applicable law or the relevant terms and conditions of the Notes, continue to acquire, from time to time, the Notes, including through open market purchases, privately negotiated transactions, one or more tender offers, redemptions, exchange offers or otherwise, upon such terms and at such prices as the Company may determine, which may be more or less than the price to be paid pursuant to the Tender Offer and could be for cash or other consideration or otherwise on terms more or less favorable than those contemplated in the Tender Offer. If certain requirements set forth in the Offer to Purchase are met, the Company has agreed to pay a retail processing fee of $1.00 for each $1,000 principal amount of the Notes that are validly tendered and accepted for purchase pursuant to the Tender Offer to retail brokers that are appropriately designated by their tendering holder clients to receive this fee, provided that such fee will only be paid with respect to tenders by Holders whose aggregate principal amount of Notes validly tendered and accepted for purchase is $100,000 or less.
