prospect8k.htm
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
December
2, 2009
Date of
Report (Date of earliest event reported)
Prospect
Capital Corporation
(Exact
name of registrant as specified in its charter)
| Maryland |
333-114552 |
43-2048643 |
| (State or
other jurisdiction |
(Commission
File No.) |
(I.R.S.
Employer |
| of incorporation) |
|
Identification
No.) |
|
10
East 40th Street, 44th
Floor
|
|
New
York, NY 10016
|
(Address
of principal executive offices and zip code)
(Registrant's
telephone number, including area code) 212-448-0702
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 (see General Instruction A.2. below):
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
2.01. Completion
of Acquisition or Disposition of Assets.
Effective
December 2, 2009, Patriot Capital Funding, Inc. (“Patriot”) was merged with and
into Prospect Capital Corporation (“Prospect” or the “Company”) pursuant to the
Agreement and Plan of Merger (the “Merger Agreement”) by and between Prospect
and Patriot, dated August 3, 2009 (the “Merger”). As a result of the Merger,
Patriot has ceased to exist as a separate corporation.
Pursuant
to the terms of the Merger Agreement, each outstanding share of common stock of
Patriot, after adjusting for the restricted share cancellation and the shares
issued in conjunction with the final dividend issued by Patriot, was converted
into the right to receive 0.363992 shares of Prospect common stock, resulting in
the conversion to approximately 8,444,000 newly issued shares of Prospect common
stock, subject to adjustment for fractional shares to be paid in
cash.
Upon the
consummation of the Merger, Prospect repaid the outstanding amount of the
Patriot credit facility totaling $107.3 million through cash on hand and $60
million drawn on Prospect's previously undrawn credit facility.
The
foregoing description of the Merger Agreement is a summary only and is qualified
in its entirety by reference to the full text of the Merger Agreement, a copy of
which was filed by the Company as Exhibit 2.1 to its Current Report on Form 8-K
filed on August 5, 2009 and is incorporated herein by reference.
Item
8.01. Other
Events.
On
December 2, 2009, the Company issued a press release reporting the
consummation of the Merger. A copy of this press release is
attached to this Current Report on Form 8-K as Exhibit 99.1.
Item
9.01. Financial Statements &
Exhibits.
(a) The
financial statements required to be provided herein pursuant to Regulation S-X
were included in the Company’s Prospectus Supplement, dated November 25, 2009,
to its Registration Statement filed on Form N-2 (Reg. No. 333-143819) filed on
November 25, 2009, which is incorporated by reference in this Item
9.01(a).
(b) The
Company's unaudited pro forma condensed combined financial statements as of and
for the three months ended September 30, 2009 and for the year ended June 30,
2009, and the notes related thereto, required by Item 9.01(b) of Form 8-K, were
included in the Company’s Prospectus Supplement, dated November 25, 2009, to its
Registration Statement filed on Form N-2 (Reg. No. 333-143819) filed on November
25, 2009, which is incorporated by reference in this Item 9.01(b).
|
Exhibit
No.
|
Description
|
|
|
|
| 99.1 |
Press
Release of Prospect Capital Corporation, dated December 2,
2009. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| December 4,
2009 |
Prospect Capital
Corporation |
| |
By: /s/ John F. Barry
III
|
| |
Name: John F. Barry III |
| |
Title: Chief Executive
Officer |