Attached files
| file | filename |
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| EX-99.1 - EXHIBIT 99.1 - PROSPECT CAPITAL CORP | a991earningspressrelease.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 15, 2020 (May 11, 2020)
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 York 10016
(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 |
6.25% Notes due 2024, par value $25 | PBB | New York Stock Exchange |
6.25% Notes due 2028, par value $25 | PBY | New York Stock Exchange |
6.875% Notes due 2029, par value $25 | PBC | 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 2.02. Results of Operations and Financial Condition.
On May 11, 2020, the registrant issued a press release announcing its financial results for its third fiscal quarter ended March 31, 2020. The text of the press release is included as Exhibit 99.1 to this Form 8-K.
The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
Item 7.01. Regulation FD Disclosure.
On May 11, 2020, the registrant issued a press release, included herewith as Exhibit 99.1, and by this reference incorporated herein, announcing the declaration of monthly cash distributions to shareholders in the following amounts and with the following record and payment dates:
• | $0.06 per share for May 2020 to May 29, 2020 record holders with June 18, 2020 payment date; |
• | $0.06 per share for June 2020 to June 30, 2020 record holders with July 23, 2020 payment date; |
• | $0.06 per share for July 2020 to July 31, 2020 record holders with August 20, 2020 payment date; and |
• | $0.06 per share for August 2020 to August 31, 2020 record holders with September 17, 2020 payment date. |
The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
Information about our senior securities is shown in the following table as of the end of each of the last ten fiscal years and as of March 31, 2020. (All figures in this item are in thousands except per unit data)
Our $127,711 aggregate principal amount of 4.75% Senior Convertible Notes due 2020 are referred to as the “2020 Notes.” Our $258,240 aggregate principal amount of 4.95% Convertible Notes due 2022 are referred to as the “2022 Notes.” Our $201,250 aggregate principal amount of 6.375% Convertible Notes due 2025 are referred to as the “2025 Notes” and, collectively with the 2020 Notes and the 2022 Notes, the “Convertible Notes.” Our $320,000 aggregate principal amount of 5.875% Senior Notes due 2023 are referred to as the “2023 Notes.” Our $233,788 aggregate principal amount of 6.250% Notes due 2024 are referred to as the “2024 Notes.” Our $70,761 aggregate principal amount of 6.250% Senior Notes due 2028 are referred to as the “2028 Notes.” Our $69,170 aggregate principal amount of 6.875% Notes due 2029 are referred to as the “2029 Notes.” Our $100,000 aggregate principal amount of 6.375% Notes due 2024 are referred to as the “6.375% 2024 Notes.” The 2023 Notes, 2024 Notes, 2028 Notes, 2029 Notes and the 6.375% 2024 Notes, are collectively referred to as the “Public Notes.” Any Prospect Capital InterNotes® issued pursuant to our medium term notes program are referred to as the “Prospect Capital InterNotes.” The Convertible Notes, the Public Notes and the Prospect Capital InterNotes are referred to as the “Unsecured Notes.” We also have a senior secured revolving credit facility (the "Credit Facility") with outstanding borrowings of $165,600 as of March 31, 2020. The Credit Facility matures on September 9, 2024. It includes a revolving period that extends through September 9, 2023, followed by an additional one-year amortization period, with distributions allowed to Prospect after the completion of the revolving period.
Total Amount Outstanding(1) | Asset Coverage per Unit(2) | Involuntary Liquidating Preference per Unit(3) | Average Market Value per Unit(4) | ||||||||||||
Credit Facility(15) | |||||||||||||||
Fiscal 2020 (as of March 31, 2020, unaudited) | $ | 165,600 | $ | 30,902 | — | — | |||||||||
Fiscal 2019 (as of June 30, 2019) | 167,000 | 34,298 | — | — | |||||||||||
Fiscal 2018 (as of June 30, 2018) | 37,000 | 155,503 | — | — | |||||||||||
Fiscal 2017 (as of June 30, 2017) | — | — | — | — | |||||||||||
Fiscal 2016 (as of June 30, 2016) | — | — | — | — | |||||||||||
Fiscal 2015 (as of June 30, 2015) | 368,700 | 18,136 | — | — | |||||||||||
Fiscal 2014 (as of June 30, 2014) | 92,000 | 69,470 | — | — | |||||||||||
Fiscal 2013 (as of June 30, 2013) | 124,000 | 34,996 | — | — | |||||||||||
Fiscal 2012 (as of June 30, 2012) | 96,000 | 22,668 | — | — | |||||||||||
Fiscal 2011 (as of June 30, 2011) | 84,200 | 18,065 | — | — | |||||||||||
Fiscal 2010 (as of June 30, 2010) | 100,300 | 8,093 | — | — | |||||||||||
2015 Notes(5) | |||||||||||||||
Fiscal 2015 (as of June 30, 2015) | $ | 150,000 | $ | 2,241 | — | — | |||||||||
Fiscal 2014 (as of June 30, 2014) | 150,000 | 2,305 | — | — | |||||||||||
Fiscal 2013 (as of June 30, 2013) | 150,000 | 2,578 | — | — | |||||||||||
Fiscal 2012 (as of June 30, 2012) | 150,000 | 3,277 | — | — | |||||||||||
Fiscal 2011 (as of June 30, 2011) | 150,000 | 3,740 | — | — | |||||||||||
2016 Notes(6) | |||||||||||||||
Fiscal 2016 (as of June 30, 2016) | $ | 167,500 | $ | 2,269 | — | — | |||||||||
Fiscal 2015 (as of June 30, 2015) | 167,500 | 2,241 | — | — | |||||||||||
Fiscal 2014 (as of June 30, 2014) | 167,500 | 2,305 | — | — | |||||||||||
Fiscal 2013 (as of June 30, 2013) | 167,500 | 2,578 | — | — | |||||||||||
Fiscal 2012 (as of June 30, 2012) | 167,500 | 3,277 | — | — | |||||||||||
Fiscal 2011 (as of June 30, 2011) | 172,500 | 3,740 | — | — | |||||||||||
2017 Notes(7) | |||||||||||||||
Fiscal 2017 (as of June 30, 2017) | $ | 50,734 | $ | 2,251 | — | — | |||||||||
Fiscal 2016 (as of June 30, 2016) | 129,500 | 2,269 | — | — | |||||||||||
Fiscal 2015 (as of June 30, 2015) | 130,000 | 2,241 | — | — | |||||||||||
Total Amount Outstanding(1) | Asset Coverage per Unit(2) | Involuntary Liquidating Preference per Unit(3) | Average Market Value per Unit(4) | ||||||||||||
Fiscal 2014 (as of June 30, 2014) | 130,000 | 2,305 | — | — | |||||||||||
Fiscal 2013 (as of June 30, 2013) | 130,000 | 2,578 | — | — | |||||||||||
Fiscal 2012 (as of June 30, 2012) | 130,000 | 3,277 | — | — | |||||||||||
2018 Notes(8) | |||||||||||||||
Fiscal 2017 (as of June 30, 2017) | $ | 85,419 | $ | 2,251 | — | — | |||||||||
Fiscal 2016 (as of June 30, 2016) | 200,000 | 2,269 | — | — | |||||||||||
Fiscal 2015 (as of June 30, 2015) | 200,000 | 2,241 | — | — | |||||||||||
Fiscal 2014 (as of June 30, 2014) | 200,000 | 2,305 | — | — | |||||||||||
Fiscal 2013 (as of June 30, 2013) | 200,000 | 2,578 | — | — | |||||||||||
2019 Notes(10) | |||||||||||||||
Fiscal 2018 (as of June 30, 2018) | $ | 101,647 | $ | 2,452 | — | — | |||||||||
Fiscal 2017 (as of June 30, 2017) | 200,000 | 2,251 | — | — | |||||||||||
Fiscal 2016 (as of June 30, 2016) | 200,000 | 2,269 | — | — | |||||||||||
Fiscal 2015 (as of June 30, 2015) | 200,000 | 2,241 | — | — | |||||||||||
Fiscal 2014 (as of June 30, 2014) | 200,000 | 2,305 | — | — | |||||||||||
Fiscal 2013 (as of June 30, 2013) | 200,000 | 2,578 | — | — | |||||||||||
5.00% 2019 Notes(11) | |||||||||||||||
Fiscal 2018 (as of June 30, 2018) | $ | 153,536 | $ | 2,452 | — | — | |||||||||
Fiscal 2017 (as of June 30, 2017) | 300,000 | 2,251 | — | — | |||||||||||
Fiscal 2016 (as of June 30, 2016) | 300,000 | 2,269 | — | — | |||||||||||
Fiscal 2015 (as of June 30, 2015) | 300,000 | 2,241 | — | — | |||||||||||
Fiscal 2014 (as of June 30, 2014) | 300,000 | 2,305 | — | — | |||||||||||
2020 Notes (16) | |||||||||||||||
Fiscal 2020 (as of March 31, 2020, unaudited) | $ | 127,711 | $ | 2,307 | — | — | |||||||||
Fiscal 2019 (as of June 30, 2019) | 224,114 | 2,365 | — | — | |||||||||||
Fiscal 2018 (as of June 30, 2018) | 392,000 | 2,452 | — | — | |||||||||||
Fiscal 2017 (as of June 30, 2017) | 392,000 | 2,251 | — | — | |||||||||||
Fiscal 2016 (as of June 30, 2016) | 392,000 | 2,269 | — | — | |||||||||||
Fiscal 2015 (as of June 30, 2015) | 392,000 | 2,241 | — | — | |||||||||||
Fiscal 2014 (as of June 30, 2014) | 400,000 | 2,305 | — | — | |||||||||||
6.95% 2022 Notes(9) | |||||||||||||||
Fiscal 2014 (as of June 30, 2014) | $ | 100,000 | $ | 2,305 | — | $ | 1,038 | ||||||||
Fiscal 2013 (as of June 30, 2013) | 100,000 | 2,578 | — | 1,036 | |||||||||||
Fiscal 2012 (as of June 30, 2012) | 100,000 | 3,277 | — | 996 | |||||||||||
2022 Notes | |||||||||||||||
Fiscal 2020 (as of March 31, 2020, unaudited) | $ | 258,240 | $ | 2,307 | — | — | |||||||||
Fiscal 2019 (as of June 30, 2019) | 328,500 | 2,365 | — | — | |||||||||||
Fiscal 2018 (as of June 30, 2018) | 328,500 | 2,452 | — | — | |||||||||||
Fiscal 2017 (as of June 30, 2017) | 225,000 | 2,251 | — | — | |||||||||||
2023 Notes(12) | |||||||||||||||
Fiscal 2020 (as of March 31, 2020, unaudited) | $ | 319,073 | $ | 2,307 | — | — | |||||||||
Fiscal 2019 (as of June 30, 2019) | 318,863 | 2,365 | — | — | |||||||||||
Fiscal 2018 (as of June 30, 2018) | 318,675 | 2,452 | — | — | |||||||||||
Fiscal 2017 (as of June 30, 2017) | 248,507 | 2,251 | — | — | |||||||||||
Total Amount Outstanding(1) | Asset Coverage per Unit(2) | Involuntary Liquidating Preference per Unit(3) | Average Market Value per Unit(4) | ||||||||||||
Fiscal 2016 (as of June 30, 2016) | 248,293 | 2,269 | — | — | |||||||||||
Fiscal 2015 (as of June 30, 2015) | 248,094 | 2,241 | — | — | |||||||||||
Fiscal 2014 (as of June 30, 2014) | 247,881 | 2,305 | — | — | |||||||||||
Fiscal 2013 (as of June 30, 2013) | 247,725 | 2,578 | — | — | |||||||||||
2024 Notes | |||||||||||||||
Fiscal 2020 (as of March 31, 2020, unaudited) | $ | 233,788 | $ | 2,307 | — | $ | 951 | ||||||||
Fiscal 2019 (as of June 30, 2019) | 234,443 | 2,365 | — | 1,002 | |||||||||||
Fiscal 2018 (as of June 30, 2018) | 199,281 | 2,452 | — | 1,029 | |||||||||||
Fiscal 2017 (as of June 30, 2017) | 199,281 | 2,251 | — | 1,027 | |||||||||||
Fiscal 2016 (as of June 30, 2016) | 161,364 | 2,269 | — | 951 | |||||||||||
6.375% 2024 Notes(12) | |||||||||||||||
Fiscal 2020 (as of March 31, 2020, unaudited) | $ | 99,766 | $ | 2,307 | — | — | |||||||||
Fiscal 2019 (as of June 30, 2019) | 99,726 | 2,365 | — | — | |||||||||||
2025 Notes | |||||||||||||||
Fiscal 2020 (as of March 31, 2020, unaudited) | $ | 201,250 | $ | 2,307 | — | — | |||||||||
Fiscal 2019 (as of June 30, 2019) | 201,250 | 2,365 | — | — | |||||||||||
2028 Notes | |||||||||||||||
Fiscal 2020 (as of March 31, 2020, unaudited) | $ | 70,761 | $ | 2,307 | — | $ | 951 | ||||||||
Fiscal 2019 (as of June 30, 2019) | 70,761 | 2,365 | — | 984 | |||||||||||
Fiscal 2018 (as of June 30, 2018) | 55,000 | 2,452 | — | 1,004 | |||||||||||
2029 Notes | |||||||||||||||
Fiscal 2020 (as of March 31, 2020, unaudited) | $ | 69,170 | $ | 2,307 | — | $ | 969 | ||||||||
Fiscal 2019 (as of June 30, 2019) | 69,170 | 2,365 | 983 | ||||||||||||
Prospect Capital InterNotes®(14) | |||||||||||||||
Fiscal 2020 (as of March 31, 2020, unaudited) | $ | 672,559 | $ | 2,307 | — | — | |||||||||
Fiscal 2019 (as of June 30, 2019) | 707,699 | 2,365 | — | — | |||||||||||
Fiscal 2018 (as of June 30, 2018) | 760,924 | 2,452 | — | — | |||||||||||
Fiscal 2017 (as of June 30, 2017) | 980,494 | 2,251 | — | — | |||||||||||
Fiscal 2016 (as of June 30, 2016) | 908,808 | 2,269 | — | — | |||||||||||
Fiscal 2015 (as of June 30, 2015) | 827,442 | 2,241 | — | — | |||||||||||
Fiscal 2014 (as of June 30, 2014) | 785,670 | 2,305 | — | — | |||||||||||
Fiscal 2013 (as of June 30, 2013) | 363,777 | 2,578 | — | — | |||||||||||
All Senior Securities(12)(13)(14)(15)(16)(17) | |||||||||||||||
Fiscal 2020 (as of March 31, 2020, unaudited) | $ | 2,217,918 | $ | 2,307 | — | — | |||||||||
Fiscal 2019 (as of June 30, 2019) | 2,421,526 | 2,365 | — | — | |||||||||||
Fiscal 2018 (as of June 30, 2018) | 2,346,563 | 2,452 | — | — | |||||||||||
Fiscal 2017 (as of June 30, 2017) | 2,681,435 | 2,251 | — | — | |||||||||||
Fiscal 2016 (as of June 30, 2016) | 2,707,465 | 2,269 | — | — | |||||||||||
Fiscal 2015 (as of June 30, 2015) | 2,983,736 | 2,241 | — | — | |||||||||||
Fiscal 2014 (as of June 30, 2014) | 2,773,051 | 2,305 | — | — | |||||||||||
Fiscal 2013 (as of June 30, 2013) | 1,683,002 | 2,578 | — | — | |||||||||||
Fiscal 2012 (as of June 30, 2012) | 664,138 | 3,277 | — | — | |||||||||||
Fiscal 2011 (as of June 30, 2011) | 406,700 | 3,740 | — | — | |||||||||||
Fiscal 2010 (as of June 30, 2010) | 100,300 | 8,093 | — | — | |||||||||||
____________________________________________
(1) | Except as noted, the total amount of each class of senior securities outstanding at the end of the year/period presented (in 000’s). |
(2) | The asset coverage ratio for a class of secured senior securities representing indebtedness is calculated as our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by secured senior securities representing indebtedness. The asset coverage ratio for a class of unsecured senior securities is inclusive of all senior securities. This asset coverage ratio is multiplied by $1,000 to determine the Asset Coverage Per Unit. |
(3) | This column is inapplicable. |
(4) | This column is inapplicable, except for the 6.95% 2022 Notes, the 2024 Notes, the 2028 Notes and the 2029 Notes. The average market value per unit is calculated as an average of quarter-end prices and shown as the market value per $1,000 of indebtedness. |
(5) | We repaid the outstanding principal amount of the 2015 Notes on December 15, 2015. |
(6) | We repaid the outstanding principal amount of the 2016 Notes on August 15, 2016. |
(7) | We repaid the outstanding principal amount of the 2017 Notes on October 15, 2017. |
(8) | We repaid the outstanding principal amount of the 2018 Notes on March 15, 2018. |
(9) | We redeemed the 6.95% 2022 Notes on May 15, 2015. |
(10) | We repaid the outstanding principal amount of the 2019 Notes on January 15, 2019. |
(11) | We redeemed the 5.00% 2019 Notes on September 26, 2018. |
(12) | For the period ended March 31, 2020 and all fiscal years ended June 30th, the notes are presented net of unamortized discount. |
(13) | While we do not consider commitments to fund under revolving arrangements to be Senior Securities, if we were to elect to treat such unfunded commitments, which were $38,135 as of March 31, 2020 as Senior Securities for purposes of Section 18 of the 1940 Act, our asset coverage per unit would be $2,268. |
(14) | During the period of April 1, 2020 through May 14, 2020, we issued $2,889 aggregate principal amount of Prospect Capital InterNotes® at par. |
(15) | As of May 14, 2020, we had $415,576 outstanding borrowings under our credit facility. |
(16) | On April 15, 2020, we repaid the outstanding principal amount of $127,711 of the 2020 Notes, plus interest. |
(17) | If we were to consider the additional borrowings, issuances, repurchases and maturities subsequent to March 31, 2020, our asset coverage per unit for our senior secured credit facility and unsecured notes would be $12,614 and $2,238, respectively, or $2,202 including the effects of unfunded commitments. |
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1 | Press Release, dated May 11, 2020 |
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: May 15, 2020
Index to Exhibits
Exhibit Number | Description |