Prospect Capital Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits
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Finance: Consumer Services
Finance
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): December 30, 2024 (December 27, 2024)
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Item 1.01. Entry into a Material Definitive Agreement.
On December 27, 2024, 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 90,000,000 shares of any combination of its 5.50% Series Al Preferred Stock, 5.50% Series M1 Preferred Stock, 5.50% Series M2 Preferred Stock, 6.50% Series A3 Preferred Stock, 6.50% Series M3 Preferred Stock, Floating Rate Series A4 Preferred Stock, Floating Rate Series M4 Preferred Stock, 7.50% Series A5 Preferred Stock and 7.50% Series M5 Preferred Stock each par value $0.001 per share, and with a $2,250,000,000 aggregate liquidation preference (together, the “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 90,000,000 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 December 29, 2023, as amended on September 6, 2024, October 17, 2024 and December 27, 2024, 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 December 27, 2024, in connection with the Amendment, the Company filed an Articles Supplementary (the “Articles Supplementary”) with the State Department of Assessments and Taxation of Maryland (“SDAT”), reclassifying and designating 90,000,000 shares of the Company’s authorized and unissued shares of common stock, par value $0.001 per share (the “Common Stock”), into shares of preferred stock designated as “Preferred Stock, Series A5,” par value $0.001 per share, and reclassifying and designating 90,000,000 shares of the Company’s authorized and unissued shares of Common Stock into shares of preferred stock designated as “Preferred Stock, Series M5,” par value $0.001 per share. The reclassification decreased the number of shares classified as Common Stock from 1,332,100,000 shares immediately prior to the reclassification to 1,152,100,000 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.
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Item 8.01. Other Events.
Preferred Stock Dividend Reinvestment Plan
Effective as of December 27, 2024, 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 (i) of $25.00 for Floating Rate Series A4 Preferred Stock, Floating Rate Series M4 Preferred Stock, 7.50% Series A5 Preferred Stock and 7.50% Series M5 Preferred Stock and (ii) of $23.75 per share (95% of the stated value of $25.00 per share of Preferred Stock) for 5.50% Series Al Preferred Stock, 5.50% Series M1 Preferred Stock, 5.50% Series M2 Preferred Stock, 5.50% Series AA1 Preferred Stock, 5.50% Series A2 Preferred Stock, 5.50% Series MM1 Preferred Stock, 6.50% Series A3 Preferred Stock, 6.50% Series M3 Preferred Stock, 6.50% Series AA2 Preferred Stock and 6.50% Series MM2 Preferred Stock, 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 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 or redeem shares, as applicable, 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.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
1.1 Amendment No. 6 to Amended and Restated Dealer Manager Agreement, dated December 27, 2024, between the Company and Preferred Capital Securities, LLC.
3.1 Articles Supplementary to the Articles of Amendment and Restatement of Prospect Capital Corporation - Preferred Stock Series A5, Preferred Stock Series M5
5.1 Opinion of Venable LLP
99.1 Amended and Restated Preferred Stock Dividend Reinvestment Plan
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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: December 30, 2024
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Index to Exhibits
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