psec-20230210


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 10, 2023

Prospect Capital Corporation
(Exact name of registrant as specified in its charter)

Maryland 814-00659 43-2048643
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)

10 East 40th Street, 42nd Floor, New York, New York10016
(Address of principal executive offices, including zip code)

(212)448-0702

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbol Name of each exchange on which registered
Common Stock, $0.001 par value PSEC NASDAQ Global Select Market
5.35% Series A Fixed Rate Cumulative Perpetual Preferred Stock, par value $0.001 PSEC PRA New York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o





Item 8.01. Other Events.

Preferred Stock Dividend Reinvestment Plan

On February 10, 2023, Prospect Capital Corporation (the "Company") filed a prospectus supplement to continue the offering of up to 10,000,000 shares of its 5.50% Series AA1 Preferred Stock, 5.50% Series MM1 Preferred Stock, 6.50% Series AA2 Preferred Stock and 6.50% Series MM2 Preferred Stock, each par value $0.001 per share, and each with a liquidation preference of $25.00 per share (together, the Preferred Stock").

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").

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.



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Item 9.01. Financial Statements and Exhibits
(d) Exhibits

5.1 Opinion of Venable LLP


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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: February 10, 2023

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Index to Exhibits
Exhibit
Number
Description
5.1


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Attachments

Disclaimer

Prospect Capital Corporation published this content on 13 February 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 February 2023 11:17:16 UTC.