Prospect Capital Corporation Announces Launch of Cash Tender Offer For its 5.35% Series A Fixed Rate Cumulative Perpetual Preferred Stock
30 Outubro 2023 - 5:23PM
Prospect Capital Corporation (the “Company”) today announced that
it has commenced a cash tender offer (the “
Tender
Offer”) to purchase any and all of its 5,882,351 shares of
outstanding 5.35% Series A Fixed Rate Cumulative Perpetual
Preferred Stock (the “
Shares”). The Tender Offer
will expire at 5:00 p.m., New York City time, on November 29, 2023
unless extended or earlier terminated by the Company (such date and
time, the "
Expiration Date"). The Tender Offer is
made pursuant to an Offer to Purchase dated today, which sets forth
the terms and conditions of the Tender Offer.
Title of Security |
CUSIP / ISIN Nos. |
Outstanding Share Amount |
Outstanding Share Amount Sought |
Purchase Price Per Share(1) |
Hypothetical Accrued
Dividends(2)(3) |
Hypothetical Total
Consideration(2)(3) |
5.35% Series A Fixed Rate Cumulative Perpetual Preferred Stock |
74348T 565 / US74348T5653 |
5,882,351 |
5,882,351 |
$15.877396 |
$0.122604 |
$16.00 |
(1) The term “Purchase Price”
means the applicable price set forth in the “Purchase Price per
Share” column in the table above.
(2) In addition to the Purchase Price, Holders of
Shares that are validly tendered and purchased in the Tender Offer
will receive accrued dividends, if any, up to, but not including,
the Settlement Date (as defined below).
(3) If, as scheduled, the Settlement Date occurs on
December 4, 2023, then the total consideration payable for Shares
that are validly tendered and purchased in the Tender Offer will
equal the applicable “Purchase Price per Share” for such Shares as
set forth in the table above, plus, if applicable, the Hypothetical
Accrued Dividends for such Shares as set forth in the table above,
subject to the Board of Directors of the Company declaring the next
dividend on the Shares.
The Company will purchase any Shares that have been
validly tendered at or prior to the Expiration Date 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 Date (the date of such acceptance and purchase, the
“Settlement Date”). The Settlement Date is
expected to occur within three business days following the
Expiration Date, assuming the conditions to the Tender Offer have
been either satisfied or waived by the Company at or prior to the
Expiration Date.
As described in the Offer to Purchase, tendered
Shares may be validly withdrawn from the Tender Offer at or prior
to the Expiration Date. The Tender Offer is not conditioned on any
minimum amount of Shares being tendered. The Company may amend,
extend or, subject to certain conditions and applicable law,
terminate the Tender Offer at any time in its sole discretion.
The Company has retained D.F. King & Co., Inc.
to serve as the Information and Tender Agent for the Shares in the
Tender Offer.
The Tender Offer is being made pursuant to the
terms and conditions contained in the Offer to Purchase, a copy of
which may be obtained from D.F. King & Co., Inc. at (212)
269-5550 (Banks and Brokers) or (866) 388-7452 (toll free), or via
psec@dfking.com.
A copy of the Offer to Purchase is also available
at the following web address: www.dfking.com/psec.
This announcement is for informational purposes
only and is not an offer to purchase or sell or a solicitation of
an offer to purchase or sell, with respect to any securities. The
solicitation of offers to buy the Shares is only being made
pursuant to the terms of the Offer to Purchase, as it may be
amended or supplemented. Holders should read the Company’s
commencement Tender Offer statement on Schedule TO filed with the
SEC in connection with the Tender Offer, which will include as an
exhibit the Offer to Purchase and related materials, as well as any
amendments or supplements to the Schedule TO when they become
available, because they will contain important information. Each of
these documents will be filed with the SEC, and, when available,
holders may obtain them for free from the SEC at its website
(www.sec.gov) or from the Company’s information and tender agent in
connection with the Tender Offer. The Tender Offer is not being
made in any state or jurisdiction in which such offer would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. None of the
Company or the Information and Tender Agent are making any
recommendation as to whether or not holders should tender their
Shares in connection with the Tender Offer.
About Prospect Capital
Corporation
Prospect Capital Corporation is a business
development company that focuses on lending to and investing in
private businesses. Prospect's investment objective is to generate
both current income and long-term capital appreciation through debt
and equity investments.
Prospect has elected to be treated as a business
development company under the Investment Company Act of 1940 (“1940
Act”). Prospect is required to comply with regulatory requirements
under the 1940 Act as well as applicable NASDAQ, federal and state
rules and regulations. We have elected to be treated as a regulated
investment company under the Internal Revenue Code of 1986.
Caution Concerning Forward-Looking
Statements
This press release contains forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, Section 21E of the Securities Exchange Act of
1934, as amended, and the Private Securities Litigation Reform Act
of 1995, whose safe harbor for forward-looking statements does not
apply to business development companies. These forward-looking
statements include statements regarding expectations as to the
completion of the transactions contemplated by the Tender Offer.
Any such statements, other than statements of historical fact, are
highly likely to be affected by other unknowable future events and
conditions, including elements of the future that are or are not
under our control, and that we may or may not have considered;
accordingly, such statements cannot be guarantees or assurances of
any aspect of future performance. Actual developments and results
are highly likely to vary materially from any forward-looking
statements. Such statements speak only as of the time when made,
and we undertake no obligation to update any such statement now or
in the future.
For further information, contact:
Grier Eliasek, President and Chief Operating
Officergrier@prospectcap.comTelephone (212) 448-0702
Prospect Capital (NASDAQ:PSEC)
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