EXPLANATORY NOTE

 

This Post-Effective Amendment No. 27 to the Registration Statement on Form N-2 (File No. 333-176637) of Prospect Capital Corporation (the “Registration Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of filing exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment No. 27 consists only of a facing page, this explanatory note and Part C of the Registration Statement on Form N-2 setting forth the exhibits to the Registration Statement. This Post-Effective Amendment No. 27 does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 27 shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.

 

 

PART C—OTHER INFORMATION

 

ITEM 25.  FINANCIAL STATEMENTS AND EXHIBITS

 

(1)          Financial Statements

 

The following statements of Prospect Capital Corporation (the “Company” or the “Registrant”) are included in Part A of this Registration Statement:

 

INDEX TO FINANCIAL STATEMENTS

 

	Page
AUDITED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-2
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES—June 30, 2011 and June 30, 2010	F-3
CONSOLIDATED STATEMENTS OF OPERATIONS—For the Years Ended June 30, 2011, June 30, 2010 and June 30, 2009	F-4
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS—For the Years Ended June 30, 2011, June 30, 2010 and June 30, 2009	F-5
CONSOLIDATED STATEMENTS OF CASH FLOWS—For the Years Ended June 30, 2011, June 30, 2010 and June 30, 2009	F-6
CONSOLIDATED STATEMENTS OF INVESTMENTS—June 30, 2011 and June 30, 2010	F-7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F-29

 

(2)          Exhibits

 

The agreements included or incorporated by reference as exhibits to this registration statement contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosures that were made to the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of “materiality” that are different from “materiality” under the applicable securities laws; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.

 

The Company acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this registration statement not misleading.

 

C-1

 

Exhibit No.			Description
(a)	(1)		Articles of Amendment and Restatement(1)
(b)	(1)		Amended and Restated Bylaws(3)
(c)			Not Applicable
(d)	(1)		Form of Share Certificate(2)
(d)	(2)		Form of Indenture(12)
(d)	(3)		Indenture dated as of December 21, 2010 relating to the 6.25% Senior Convertible Notes, by and between the Registrant and American Stock Transfer & Trust Company, LLC, as Trustee(10)
(d)	(3)(a)		Form of 6.75% Senior Convertible Note due 2015(7)
(d)	(4)		Indenture dated as of February 14, 2011 relating to the 5.50% Senior Convertible Notes, by and between the Registrant and American Stock Transfer & Trust Company, LLC, as Trustee(11)
(d)	(4)(a)		Form of 5.50% Senior Convertible Note due 2016(8)
(d)	(5)		Statement of Eligibility of American Stock Transfer & Trust Company, LLC on Form T-1(13)
(d)	(6)		Form of Selling Agent Agreement(13)
(d)	(7)		Indenture dated as of February 16, 2012, by and between the Registrant and American Stock Transfer & Trust Company, LLC, as Trustee(15)
(d)	(8)		First Supplemental Indenture dated as of March 1, 2012, to the Indenture dated as of February 16, 2012, by and between the Registrant and American Stock Transfer & Trust Company, LLC, as Trustee(15)
(d)	(9)		Form of 7.00% Prospect Capital InterNote® due 2022 (included as part of Exhibit (d)(8))(15)
(d)	(10)		Second Supplemental Indenture dated as of March 8, 2012, to the Indenture dated as of February 16, 2012, by and between the Registrant and American Stock Transfer & Trust Company, LLC, as Trustee(16)
(d)	(11)		Joinder Supplemental Indenture dated as of March 8, 2012, to the Indenture dated as of February 16, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Original Trustee, and U.S. Bank National Association, as Series Trustee(16)
(d)	(12)		Form of 6.900% Prospect Capital InterNote® due 2022 (included as part of Exhibit (d)(10))(16)
(d)	(13)		Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee(17)
(d)	(14)		Third Supplemental Indenture dated as of April 5, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(20)
(d)	(15)		Form of 6.850% Prospect Capital InterNote® due 2022 (included as part of Exhibit (d)(14))(20)
(d)	(16)		Fourth Supplemental Indenture dated as of April 12, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(21)
(d)	(17)		Form of 6.700% Prospect Capital InterNote® due 2022 (included as part of Exhibit (d)(16))(21)
(d)	(18)		Indenture dated as of April 16, 2012 relating to the 5.375% Senior Convertible Notes, by and between the Registrant and American Stock Transfer & Trust Company, as Trustee(22)
(d)	(19)		Form of 5.375% Senior Convertible Note due 2017(23)
(d)	(20)		Fifth Supplemental Indenture dated as of April 26, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(24)
(d)	(21)		Form of 6.500% Prospect Capital InterNote® due 2022 (included as part of Exhibit (d)(20))(24)
(d)	(22)		Supplemental Indenture dated as of May 1, 2012, by and between the Registrant and U.S. Bank National Association, as Trustee(25)
(d)	(23)		Form of Global Note 6.95% Senior Note due 2022(26)
(d)	(24)		Sixth Supplemental Indenture dated as of June 14, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(27)
(d)	(25)		Form of 6.950% Prospect Capital InterNote® due 2022 (included as part of Exhibit (d)(24))(27)
(d)	(26)		Seventh Supplemental Indenture dated as of June 28, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(28)
(d)	(27)		Form of 6.550% Prospect Capital InterNote® due 2019 (included as part of Exhibit (d)(26))(28)
(d)	(28)		Eighth Supplemental Indenture dated as of July 6, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(29)
(d)	(29)		Form of 6.450% Prospect Capital InterNote® due 2019 (included as part of Exhibit (d)(28))(29)
(d)	(30)		Ninth Supplemental Indenture dated as of July 12, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(31)
(d)	(31)		Form of 6.350% Prospect Capital InterNote® due 2019 (included as part of Exhibit (d)(30))(31)
(d)	(32)		Tenth Supplemental Indenture dated as of July 19, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(33)
(d)	(33)		Form of 6.300% Prospect Capital InterNote® due 2019 (included as part of Exhibit (d)(32))(33)
(d)	(34)		Eleventh Supplemental Indenture dated as of July 26, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(34)
(d)	(35)		Form of 6.200% Prospect Capital InterNote® due 2019 (included as part of Exhibit (d)(34))(34)
(d)	(36)		Twelfth Supplemental Indenture dated as of August 2, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(35)
(d)	(37)		Form of 6.150% Prospect Capital InterNote® due 2019 (included as part of Exhibit (d)(36))(35)
(d)	(38)		Thirteenth Supplemental Indenture dated as of August 9, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(36)
(d)	(39)		Form of 6.150% Prospect Capital InterNote® due 2019 (included as part of Exhibit (d)(38))(36)
(d)	(40)		Indenture dated as of August 14, 2012 relating to the 5.75% Senior Convertible Notes, by and between the Registrant and American Stock Transfer & Trust Company, as Trustee(37)
(d)	(41)		Form of 5.75% Senior Convertible Note due 2018(38)
(d)	(42)		Fourteenth Supplemental Indenture dated as of August 16, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(39)
(d)	(43)		Form of 6.100% Prospect Capital InterNote® due 2019 (included as part of Exhibit (d)(42))(39)
(d)	(44)		Fifteenth Supplemental Indenture dated as of August 23, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(40)
(d)	(45)		Form of 6.050% Prospect Capital InterNote® due 2019 (included as part of Exhibit (d)(44))(40)
(d)	(46)		Sixteenth Supplemental Indenture dated as of September 7, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(42)
(d)	(47)		Form of 6.000% Prospect Capital InterNote® due 2019 (included as part of Exhibit (d)(46))(42)
(d)	(48)		Seventeenth Supplemental Indenture dated as of September 13, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(44)
(d)	(49)		Form of 5.950% Prospect Capital InterNote® due 2019 (included as part of Exhibit (d)(48))(44)
(d)	(50)		Eighteenth Supplemental Indenture dated as of September 20, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(45)
(d)	(51)		Form of 5.900% Prospect Capital InterNote® due 2019 (included as part of Exhibit (d)(50))(45)
(d)	(52)		Nineteenth Supplemental Indenture dated as of September 27, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(46)
(d)	(53)		Form of 5.850% Prospect Capital InterNote® due 2019 (included as part of Exhibit (d)(52))(46)
(d)	(54)		Twentieth Supplemental Indenture dated as of October 4, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee†
(d)	(55)		Form of 5.700% Prospect Capital InterNote® due 2019 (included as part of Exhibit (d)(54))†
(e)			Form of Dividend Reinvestment Plan(2)
(f)			Not Applicable
(g)			Form of Investment Advisory Agreement between Registrant and Prospect Capital Management LLC(2)
(h)	(1)		Form of Underwriting Agreement(9)
(h)	(2)		Form of Equity Distribution Agreement(30)
(i)			Not Applicable
(j)			Form of Custodian Agreement(4)
(k)	(1)		Form of Administration Agreement between Registrant and Prospect Administration LLC(2)
(k)	(2)		Form of Transfer Agency and Registrar Services Agreement(4)
(k)	(3)		Form of Trademark License Agreement between the Registrant and Prospect Capital Management(2)
(k)	(4)		Agreement and Plan of Merger dated August 3, 2009 between Prospect Capital Corporation and Patriot Capital Funding, Inc.(6)
(k)	(5)		Master Purchase and Sale and Contribution Agreement, dated as of March 19, 2012, by and among Prospect Capital Corporation, First Tower Corp., certain other entities related to Prospect Capital Corporation and certain shareholders of First Tower Corp.(18)
(k)	(6)		Fourth Amended and Restated Loan and Servicing Agreement, dated March 27, 2012, among Prospect Capital Funding LLC, Prospect Capital Corporation, the lenders from time to time party thereto, the managing agents from time to time party thereto, Key Equipment Finance Inc. and Royal Bank of Canada as Syndication Agents, U.S. Bank National Association as Calculation Agent, Paying Agent and Documentation Agent, Key Equipment Finance Inc. as Facility Agent, and Key Equipment Finance Inc. as Structuring Agent, Sole Lead Arranger and Sole Bookrunner (19)

 

C-2

 

Exhibit No.			Description
(l)	(1)		Opinion and Consent of Venable LLP, as special Maryland counsel for Registrant(13)
(l)	(2)		Opinion and Consent of Venable LLP, as special Maryland counsel for the Registrant(15)
(l)	(3)		Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom LLP, as special New York counsel for the Registrant(15)
(l)	(4)		Opinion and Consent of Venable LLP, as special Maryland counsel for the Registrant(16)
(l)	(5)		Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom LLP, as special New York counsel for the Registrant(16)
(l)	(6)		Opinion and Consent of Venable LLP, as special Maryland counsel for the Registrant(32)
(l)	(7)		Opinion and Consent of Venable LLP, as special Maryland counsel for the Registrant(43)
(m)			Not Applicable
(n)	(1)		Consent of independent registered public accounting firm(14)
(n)	(2)		Report of independent registered public accounting firm on “Senior Securities” table(14)
(n)	(3)		Power of Attorney(12)
(n)	(4)		Consent of independent registered public accounting firm(41)
(n)	(5)		Report of independent registered public accounting firm on “Senior Securities” table(41)
(n)	(6)		Consent of independent registered public accounting firm(43)
(o)			Not Applicable
(p)			Not Applicable
(q)			Not Applicable
(r)			Code of Ethics(12)

(1)                                  Incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on July 30, 2012.

 

(2)                                  Incorporated by reference to the corresponding exhibit number to the Registrant’s Pre-effective Amendment No. 2 to the Registration Statement under the Securities Act of 1933, as amended, on Form N-2 (File No. 333-114552), filed on July 6, 2004.

 

(3)                                  Incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on August 26, 2011.

 

(4)                                  Incorporated by reference to the corresponding exhibit number to the Registrant’s Pre-effective Amendment No. 3 to the Registration Statement under the Securities Act of 1933, as amended, on Form N-2 (File No. 333-114552), filed on July 23, 2004.

 

(5)                                  Incorporated by reference to Exhibit 99.1 of the Registrant’s Form 8-K filed on January 20, 2011.

 

(6)                                  Incorporated by reference to Exhibit 2.1 of the Registrant’s Form 8-K filed on August 5, 2009.

 

(7)                                  Incorporated by reference to Exhibit 4.2 of the Registrant’s Form 8-K filed on December 21, 2010.

 

(8)                                  Incorporated by reference to Exhibit 4.2 of the Registrant’s Form 8-K filed on February 18, 2011.

 

(9)                                  Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-effective Amendment No. 1 to the Registration Statement under the Securities Act of 1933, as amended, on Form N-2 (File No. 333-170724), filed on April 6, 2011.

 

(10)                            Incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed on December 21, 2010.

 

(11)                            Incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed on February 18, 2011.

 

(12)                            Incorporated by reference to the corresponding exhibit number to the initial filing of this Registration Statement, filed on September 1, 2011.

 

(13)                            Incorporated by reference to the corresponding exhibit number to Pre-Effective Amendment No. 1 of this Registration Statement, filed on October 11, 2011.

 

(14)                            Incorporated by reference to the corresponding exhibit number to Pre-Effective Amendment No. 2 of this Registration Statement, filed on October 18, 2011.

 

(15)                            Incorporated by reference to the corresponding exhibit number to Post-Effective Amendment No. 1 of this Registration Statement, filed on March 1, 2012.

 

(16)                            Incorporated by reference to the corresponding exhibit number to Post-Effective Amendment No. 2 of this Registration Statement, filed on March 8, 2012.

 

(17)                            Incorporated by reference to the corresponding exhibit number to Post-Effective Amendment No. 3 of this Registration Statement, filed on March 14, 2012.

 

(18)                            Incorporated by reference to Exhibit 2.1 of the Registrant’s Form 8-K filed on March 21, 2012.

 

(19)                            Incorporated by reference to Exhibit 99.1 of the Registrant’s Form 8-K filed on April 2, 2012.

 

(20)                            Incorporated by reference to the corresponding exhibit number to Post-Effective Amendment No. 5 of this Registration Statement, filed on April 5, 2012.

 

(21)                            Incorporated by reference to the corresponding exhibit number to Post-Effective Amendment No. 6 of this Registration Statement, filed on April 12, 2012.

 

(22)                            Incorporated by reference to Exhibit 4.1 of the Registrant's Form 8-K filed on April 16, 2012.

 

(23)                            Incorporated by reference to Exhibit 4.2 of the Registrant's Form 8-K filed on April 16, 2012.

 

(24)                            Incorporated by reference to the corresponding exhibit number to Post-Effective Amendment No. 8 of this Registration Statement, filed on April 26, 2012.

 

(25)                            Incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed on May 7, 2012.

 

(26)                            Incorporated by reference to Exhibit 4.2 of the Registrant’s Form 8-K filed on May 7, 2012.

 

(27)                            Incorporated by reference to the corresponding exhibit number to Post-Effective Amendment No. 10 of this Registration Statement filed on June 14, 2012.

 

(28)                            Incorporated by reference to the corresponding exhibit number to Post-Effective Amendment No. 11 of this Registration Statement filed on June 28, 2012.

 

(29)                            Incorporated by reference to the corresponding exhibit number to Post-Effective Amendment No. 12 of this Registration Statement filed on July 6, 2012.

 

(30)                            Incorporated by reference to the corresponding exhibit number to the Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement under the Securities Act of 1933, as amended, on Form N-2 (File No. 333-170724), filed on January 27, 2011.

 

(31)                            Incorporated by reference to the corresponding exhibit number to Post-Effective Amendment No. 13 of this Registration Statement, filed on July 12, 2012.

 

(32)                            Incorporated by reference to the corresponding exhibit number to Post-Effective Amendment No. 14 of this Registration Statement, filed on July 17, 2012.

 

(33)                            Incorporated by reference to the corresponding exhibit number to Post-Effective Amendment No. 15 of this Registration Statement, filed on July 19, 2012.

 

(34)                            Incorporated by reference to the corresponding exhibit number to Post-Effective Amendment No. 16 of this Registration Statement, filed on July 26, 2012.

 

(35)         Incorporated by reference to the corresponding exhibit number to Post-Effective Amendment No. 17 of this Registration Statement, filed on August 2, 2012.

 

(36)                            Incorporated by reference to the corresponding exhibit number to Post-Effective Amendment No. 18 of this Registration Statement, filed on August 9, 2012.

 

(37)                            Incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed on August 14, 2012.

 

(38)                            Incorporated by reference to Exhibit 4.2 of the Registrant’s Form 8-K filed on August 14, 2012.

 

(39)                            Incorporated by reference to the corresponding exhibit number to Post-Effective Amendment No. 19 of this Registration Statement, filed on August 16, 2012.

 

(40)                            Incorporated by reference to the corresponding exhibit number to Post-Effective Amendment No. 20 of this Registration Statement, filed on August 23, 2012.

 

(41)                            Incorporated by reference to the corresponding exhibit number to Post-Effective Amendment No. 21 of this Registration Statement, filed on August 27, 2012.

 

(42)                            Incorporated by reference to the corresponding exhibit number to Post-Effective Amendment No. 22 of this Registration Statement, filed on September 7, 2012.

 

(43)                            Incorporated by reference to the corresponding exhibit number to Post-Effective Amendment No. 23 of this Registration Statement, filed on September 10, 2012.

 

(44)                            Incorporated by reference to the corresponding exhibit number to Post-Effective Amendment No. 24 of this Registration Statement, filed on September 13, 2012.

 

(45)                            Incorporated by reference to the corresponding exhibit number to Post-Effective Amendment No. 25 of this Registration Statement, filed on September 20, 2012.

 

(46)                            Incorporated by reference to the corresponding exhibit number to Post-Effective Amendment No. 26 of this Registration Statement, filed on September 27, 2012.

 

†                                          Filed herewith.

 

*                                         To be filed by amendment.

 

C-3

 

ITEM 26.  MARKETING ARRANGEMENTS

 

The information contained under the heading “Plan of Distribution” on this Registration Statement is incorporated herein by reference and any information concerning any underwriters will be contained in the accompanying prospectus supplement, if any.

 

ITEM 27.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION**

 

Commission registration fee		$	37,837
NASDAQ Global Select Additional Listing Fees		65,000
FINRA filing fee		22,433
Accounting fees and expenses		250,000
Legal fees and expenses		500,000
Printing and engraving		200,000
Miscellaneous fees and expenses		25,000
Total		$	1,100,270

**  These amounts are estimates.

 

All of the expenses set forth above shall be borne by the Company.

 

ITEM 28.  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL

 

As of June 30, 2012, the following list sets forth entities in which the Registrant owns a controlling interest, the state under whose laws the entity is organized, and the percentage of voting securities or membership interests owned by the Registrant in such entity.  None of these entities are consolidated for purposes of financial reporting.

 

C-4

 

Name of Entity and Place of Jurisdiction		% of Voting Securities Owned
AMU Holdings, Inc. (Delaware)		100.0	%
AIRMALL USA Holdings Inc. (Delaware)		100.0	%
AIRMALL USA Inc. (Delaware)		100.0	%
AIRMALL Boston Inc. (Delaware)		100.0	%
AIRMALL Pittsburgh Inc. (Delaware)		100.0	%
AIRMALL Maryland Inc. (Maryland)		100.0	%
AIRMALL Cleveland Inc. (Delaware)		100.0	%
ARRM Holdings Inc. (Delaware)		100.0	%
Ajax Rolled Ring & Machine, LLC (Delaware)		77.7	%
AWC, LLC (Delaware)		100.0	%
Borga, Inc. (California)		100.0	%
Energy Solutions Holdings Inc. (Delaware)		100.0	%
Change Clean Energy Holdings, LLC (Delaware)		100.0	%
Change Clean Energy LLC (Delaware)		100.0	%
DownEast Power Company, LLC (Delaware)		100.0	%
Biochips LLC (Maine)		51.0	%
Yatesville Coal Holdings, LLC (Delaware)		100.0	%
North Fork Collieries LLC (Delaware)		100.0	%
Gas Solutions GP LLC (Delaware)		100.0	%
Gas Solutions LP LLC (Delaware)		100.0	%
Gas Solutions II Ltd. (Texas)		100.0	%
Freedom Marine Holdings, LLC (Delaware)		100.0	%
Jettco Marine Services LLC (Delaware)		100.0	%
M.V. Gulf Endeavor L.L.C. (Louisiana)		100.0	%
M.V. Clint L.L.C. (Louisiana)		100.0	%
M.V. JF Jett L.L.C. (Louisiana)		100.0	%
First Tower Holdings of Delaware LLC (Delaware)		100.0	%
First Tower Holdings LLC (Mississippi)		80.1	%
First Tower, LLC (Mississippi)		80.1	%
First Tower Loan, LLC (Louisiana)		80.1	%
Gulfco of Louisiana, LLC (Louisiana)		80.1	%
Gulfco of Mississippi, LLC (Mississippi)		80.1	%
Gulfco of Alabama, LLC (Alabama)		80.1	%
Tower Loan of Mississippi, LLC (Mississippi)		80.1	%
Tower Loan of Missouri, LLC (Mississippi)		80.1	%
Tower Auto Loan, LLC (Mississippi)		80.1	%
American Federated Holding Company (Mississippi)		80.1	%
American Federated Insurance Company, Inc. (Mississippi)		80.1	%
American Federated Life Insurance Company, Inc. (Mississippi)		80.1	%
Integrated Contract Services, Inc. (Delaware)		100.0	%
Manx Energy, Inc. (Delaware)*		33.7	%
Kinley Exploration LLC (Kansas)*		33.7	%
Tonare Energy, LLC (Delaware)*		33.7	%
NMMB Holdings, Inc. (Delaware)		100.0	%
NMMB Acquisition, Inc. (Delaware)		83.5	%
MPM Holding, Inc. (Delaware)		83.5	%
Armed Forces Communications, Inc. (New York)		83.5	%
Wolf Energy Holdings Inc. (Delaware)		100.0	%
Wolf Energy, LLC (Delaware)		100.0	%
Coalbed, LLC (Delaware)		100.0	%
Coalbed Pipelines, LLC (Delaware)		100.0	%
Appalachian Energy Holdings LLC (Delaware)		100.0	%
C & S Operating, LLC (Delaware)		100.0	%
East Cumberland, L.L.C. (West Virginia)		100.0	%
The Healing Staff, Inc. (Texas)		100.0	%
R-V Industries, Inc. (Pennsylvania)		74.1	%
STI Holding, Inc. (Delaware)		100.0	%
Vets Securing America, Inc. (Delaware)		100.0	%

 

* The Registrant has the right to vote a controlling interest of the voting securities of Manx Energy, Inc. pursuant to proxies.

 

Prospect Capital Management LLC, a Delaware limited liability company, does not own any shares of the Registrant. Without conceding that Prospect Capital Management controls the Registrant, an

 

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affiliate of Prospect Capital Management is the general partner of, and may be deemed to control, the following entities:

 

Name		Jurisdiction of Organization
Prospect Street Ventures I, LLC		Delaware
Prospect Management Group LLC		Delaware
Prospect Street Broadband LLC		Delaware
Prospect Street Energy LLC		Delaware
Prospect Administration LLC		Delaware

 

ITEM 29.  NUMBER OF HOLDERS OF SECURITIES

 

The following table sets forth the approximate number of record holders of our common stock at August 21, 2012.

 

Title of Class		Number of Record Holders
Common Stock, par value $.001 per share		134

 

ITEM 30.  INDEMNIFICATION

 

Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty established by a final judgment as being material to the cause of action. Our charter contains such a provision which eliminates directors’ and officers’ liability to the maximum extent permitted by Maryland law, subject to the requirements of the 1940 Act.

 

Our charter authorizes us, to the maximum extent permitted by Maryland law and subject to the requirements of the 1940 Act, to obligate ourselves to indemnify any present or former director or officer or any individual who, while a director or officer and at our request, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer, partner or trustee, from and against any claim or liability to which that person may become subject or which that person may incur by reason of his or her service in any such capacity and to pay or reimburse their reasonable expenses in advance of final disposition of a proceeding. Our bylaws obligate us, to the maximum extent permitted by Maryland law and subject to the requirements of the 1940 Act, to indemnify any present or former director or officer or any individual who, while a director or officer and at our request, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer, partner or trustee and who is made, or threatened to be made, a party to the proceeding by reason of his or her service in any such capacity from and against any claim or liability to which that person may become subject or which that person may incur by reason of his or her service in any such capacity and to pay or reimburse their reasonable expenses in advance of final disposition of a proceeding. The charter and bylaws also permit us to indemnify and advance expenses to any person who served a predecessor of us in any of the capacities described above and any of our employees or agents or any employees or agents of our predecessor. In accordance with the 1940 Act, we will not indemnify any person for any liability to which such person would be subject by reason of such person’s willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.

 

Maryland law requires a corporation (unless its charter provides otherwise, which our charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made, or threatened to be made, a party by reason of

 

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his or her service in that capacity. Maryland law permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made, or threatened to be made, a party by reason of their service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under Maryland law, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that a personal benefit was improperly received, unless in either case a court orders indemnification, and then only for expenses. In addition, Maryland law permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.

 

The Investment Advisory Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, Prospect Capital Management LLC (the “Adviser”) and its officers, managers, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from the Company for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of the Adviser’s services under the Investment Advisory Agreement or otherwise as an Investment Adviser of the Company.

 

The Administration Agreement provides that, absent willful misfeasance, bad faith or negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, Prospect Administration LLC and its officers, manager, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from the Company for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of Prospect Administration LLC’s services under the Administration Agreement or otherwise as administrator for the Company.

 

The Administrator is authorized to enter into one or more sub-administration agreements with other service providers (each a “Sub-Administrator”) pursuant to which the Administrator may obtain the services of the service providers in fulfilling its responsibilities hereunder. Any such sub-administration agreements shall be in accordance with the requirements of the 1940 Act and other applicable U.S. Federal and state law and shall contain a provision requiring the Sub-Administrator to comply with the same restrictions applicable to the Administrator.

 

ITEM 31.  BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

 

A description of any other business, profession, vocation or employment of a substantial nature in which the Adviser, and each managing member, director or executive officer of the Adviser, is or has been during the past two fiscal years, engaged in for his or her own account or in the capacity of director, officer, employee, partner or trustee, is set forth in Part A of this Registration Statement in the section entitled “Management.” Additional information regarding the Adviser and its officers and directors is set forth in its Form ADV, as filed with the Securities and Exchange Commission (SEC File No. 801-62969), and is incorporated herein by reference.

 

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ITEM 32.  LOCATION OF ACCOUNTS AND RECORDS

 

All accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, and the rules thereunder are maintained at the offices of:

 

(1)          the Registrant, Prospect Capital Corporation, 10 East 40th Street, 44th Floor, New York, NY 10016;

 

(2)          the Transfer Agent, American Stock Transfer & Trust Company, LLC;

 

(3)          the Custodian, U.S. Bank National Association; and

 

(4)          the Adviser, Prospect Capital Management LLC, 10 East 40th Street, 44th Floor, New York, NY 10016.

 

ITEM 33.  MANAGEMENT SERVICES

 

Not Applicable.

 

ITEM 34.  UNDERTAKINGS

 

1.               The Registrant undertakes to suspend the offering of shares until the prospectus is amended if (1) subsequent to the effective date of its registration statement, the net asset value declines more than ten percent from its net asset value as of the effective date of the registration statement; or (2) the net asset value increases to an amount greater than the net proceeds as stated in the prospectus.

 

2.               The Registrant undertakes if the securities being registered are to be offered to existing stockholders pursuant to warrants or rights, and any securities not taken by stockholders are to be reoffered to the public, to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by underwriters during the subscription period, the amount of unsubscribed securities to be purchased by underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters of the securities being registered is to be made on terms differing from those set forth on the cover page of the prospectus, we will file a post-effective amendment to set forth the terms of such offering.

 

3.               The Registrant undertakes:

 

(a)          to file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement:

 

(1)          to include any prospectus required by Section 10(a)(3) of the 1933 Act;

 

(2)          to reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

 

(3)          to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

(b)         that, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof;

 

(c)          to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

 

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(d)         that, for the purpose of determining liability under the 1933 Act to any purchaser, each prospectus filed pursuant to Rule 497(b), (c), (d) or (e) under the 1933 Act as part of a registration statement relating to an offering, other than prospectuses filed in reliance on Rule 430A under the 1933 Act, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use; and

 

(e)          that, for the purpose of determining liability of the Registrant under the 1933 Act to any purchaser in the initial distribution of securities: The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser: (1) any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 497 under the 1933 Act; (2) the portion of any advertisement pursuant to Rule 482 under the 1933 Act relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and (3) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement on Form N-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, in the State of New York, on the 4th day of October, 2012.

 

	PROSPECT CAPITAL CORPORATION
	By:	/s/ John F. Barry III
		John F. Barry III Chief Executive Officer and Chairman of the Board of Directors

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on October 4, 2012. This document may be executed by the signatories hereto on any number of counterparts, all of which constitute one and the same instrument.

 

Signature				Title
				Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)
/s/ John F. Barry III
John F. Barry III
/s/ M. Grier Eliasek				Chief Operating Officer and Director
M. Grier Eliasek
				Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer)
/s/ Brian H. Oswald
Brian H. Oswald
/s/ William J. Gremp				Director
William J. Gremp
/s/ Andrew C. Cooper				Director
Andrew C. Cooper
/s/ Eugene S. Stark				Director
Eugene S. Stark
*By:	/s/ M. Grier Eliasek
	M. Grier Eliasek
	as Attorney-in-Fact

 

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INDEX TO EXHIBITS

 

(d)(54)		Twentieth Supplemental Indenture dated as of October 4, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee†
(d)(55)		Form of 5.700% Prospect Capital InterNote® due 2019 (included as part of Exhibit (d)(54))†

 

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