SEC Company Response from PROSPECT CAPITAL CORP (PSEC, PSEC-PA) (CIK 0001287032) (PSEC) — Sep 8, 2011
PROSPECT CAPITAL CORP (PSEC, PSEC-PA) (CIK 0001287032)
Date: Sept. 8, 2011 · CIK: 0001287032 · Accession: 0001104659-11-050911
AI Filing Summary & Sentiment
File numbers found in text: 333-170724, 333-176637
Letter
Division of Investment Management Securities and Exchange Commission Washington, D.C. 20549 RE: Prospect Capital Corporation
Dear Mr. Greene:
On September 1, 2011, Prospect Capital Corporation (the “Company”) filed a Registration Statement on Form N-2 (File No. 333-176637) (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to Rule 415(a)(6) of the Securities Act, the Registration Statement, upon effectiveness, is intended to replace the Company’s current shelf registration statement (File No. 333-170724) (the “Current Shelf”).
The Company represents that the Registration Statement is substantially similar to its Pre-Effective Amendment No. 3, filed March 14, 2011, to the Current Shelf and that the only substantive changes made to the disclosure contained in Pre-Effective Amendment No. 3 to the Current Shelf are as follows:
· In addition to common stock, preferred stock, debt securities and warrants, the Company included units in the Registration Statement. Corresponding discussion of the security is included in the section “Description of Our Units.”
· The Company’s board of directors has approved a base indenture for the Company, which was filed with the Registration Statement as Exhibit (d)(2). A description of all the material terms of the base indenture was included in the Registration Statement in the section “Description of Our Debt Securities.”
· Financial statements and the notes thereto, the MD&A, dividends declared by the Company, selected financial data, the Company’s portfolio companies and industries and other related factual updates were included in the base prospectus (as of the Company’s fiscal year end June 30, 2011) and, where appropriate, in the form of prospectus supplement (as of the Company’s fiscal year end June 30, 2011).
· The risk factors portion of the Registration Statement was updated to reflect certain factual updates related to the Company, current regulatory conditions and current market conditions. Specifically, the Company has deleted risk factors regarding its investments in the energy and energy related industries as it no longer has a significant concentration in such industries.
· Fees paid to the Company’s investment adviser and expense reimbursements paid to its administrator were updated.
· The Portfolio Companies chart was revised to show information as of June 30, 2011.
· The tax disclosure was revised slightly.
· Other minor factual updates.
As such, the Company hereby requests expedited review of its Registration Statement. If you have any questions, please contact me at (212) 735-2482 or Richard Prins at (212) 735-2790.
Sincerely,
/s/ Steven Grigoriou
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CORRESP 1 filename1.htm SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP FOUR TIMES SQUARE NEW YORK 10036-6522 (212) 735-3000 Fax: (212) 735-2000 http://www.skadden.com September 8, 2011 Larry Greene Division of Investment Management Securities and Exchange Commission Washington, D.C. 20549 RE: Prospect Capital Corporation Dear Mr. Greene: On September 1, 2011, Prospect Capital Corporation (the “Company”) filed a Registration Statement on Form N-2 (File No. 333-176637) (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to Rule 415(a)(6) of the Securities Act, the Registration Statement, upon effectiveness, is intended to replace the Company’s current shelf registration statement (File No. 333-170724) (the “Current Shelf”). The Company represents that the Registration Statement is substantially similar to its Pre-Effective Amendment No. 3, filed March 14, 2011, to the Current Shelf and that the only substantive changes made to the disclosure contained in Pre-Effective Amendment No. 3 to the Current Shelf are as follows: · In addition to common stock, preferred stock, debt securities and warrants, the Company included units in the Registration Statement. Corresponding discussion of the security is included in the section “Description of Our Units.” · The Company’s board of directors has approved a base indenture for the Company, which was filed with the Registration Statement as Exhibit (d)(2). A description of all the material terms of the base indenture was included in the Registration Statement in the section “Description of Our Debt Securities.” · Financial statements and the notes thereto, the MD&A, dividends declared by the Company, selected financial data, the Company’s portfolio companies and industries and other related factual updates were included in the base prospectus (as of the Company’s fiscal year end June 30, 2011) and, where appropriate, in the form of prospectus supplement (as of the Company’s fiscal year end June 30, 2011). · The risk factors portion of the Registration Statement was updated to reflect certain factual updates related to the Company, current regulatory conditions and current market conditions. Specifically, the Company has deleted risk factors regarding its investments in the energy and energy related industries as it no longer has a significant concentration in such industries. · Fees paid to the Company’s investment adviser and expense reimbursements paid to its administrator were updated. · The Portfolio Companies chart was revised to show information as of June 30, 2011. · The tax disclosure was revised slightly. · Other minor factual updates. As such, the Company hereby requests expedited review of its Registration Statement. If you have any questions, please contact me at (212) 735-2482 or Richard Prins at (212) 735-2790. Sincerely, /s/ Steven Grigoriou Steven Grigoriou 2