SEC Company Response from PROSPECT CAPITAL CORP (PSEC, PSEC-PA) (CIK 0001287032) (PSEC) — Mar 3, 2010
PROSPECT CAPITAL CORP (PSEC, PSEC-PA) (CIK 0001287032)
Date: March 3, 2010 · CIK: 0001287032 · Accession: 0001341004-10-000445
AI Filing Summary & Sentiment
File numbers found in text: 333-164270
Letter
VIA EDGAR United States Securities and Exchange Commission F Street, N.E. Washington, D.C. 20549 RE: Registration Statement (File No. 333-164270) of Prospect Capital Corporation (the "Company")
Dear Mr. Greene:
We are in receipt of comments provided by you over the phone on March 2, 2010 regarding the prospectus included in Pre-Effective Amendment No. 1 to the Company's Registration Statement on Form N-2 (the "Registration Statement").
The Company has considered your comments and has authorized us to make on its behalf the responses and changes to its prospectus discussed below. The Company's responses to the comments are set forth below. For ease of reference, a summary of each comment is set forth in italics and followed by the corresponding response.
The Company previously requested on February 26, 2010 that Pre-Effective Amendment No. 1 to its Registration Statement be declared effective as promptly as practicable. Given the minor nature of the changes discussed below, the Company understands that the effectiveness of the Registration Statement will be accelerated
Mr. Larry Greene
March 3, 2010
Page
and that the Company will make the changes discussed below to its prospectus in a 497 filing after the Registration Statement has been declared effective by the staff.
General
1. Our initial comment letter asked for disclosure to be added to the Registration Statement concerning the Company's offers to purchase Allied Capital Corporation ("Allied"). Please supplement the initial response by confirming that the Company does not intend to over-bid for Allied.
Supplementing the Company's initial response of February 26, 2010, we confirm that the Company does not intend to bid more for Allied than the Company concludes it is worth. To this end, the Company has conditioned each offer that it has made on its ability to conduct due diligence to ensure, among other things, that the Company believes it would not be paying more for Allied than Allied is worth.
2. We reiterate our comment to remove footnote 7 from the Fee Table or otherwise add disclosure concerning the Company's intentions to repay its debt during the current year.
Footnote 7 will be removed from the fee table.
3. Please include the following sentence or similar disclosure in the Plan of Distribution section: “Any of our common stock sold pursuant to a prospectus supplement will be listed on The NASDAQ Global Select Market, or another exchange on which our common stock is traded.”
The requested change will be made.
* * * * *
Mr. Larry Greene
March 3, 2010
Page
If you have any questions or comments or require any additional information in connection with the above, please telephone the undersigned at (212) 735-2790 or Carmine Lekstutis at (212) 735-2132.
Sincerely,
/s/
Richard T. Prins
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Skadden,
Arps, Slate, Meagher & Flom llp
FOUR
TIMES SQUARE
NEW
YORK 10036-6522
________
TEL:
(212) 735-3000
FAX:
(212) 735-2000
www.skadden.com
DIRECT
DIAL
212-735-2790
DIRECT
FAX
917-777-2790
RPRINS@SKADDEN.COM
March 3, 2010
VIA
EDGAR
Mr.
Larry Greene
Senior
Counsel
United
States Securities and Exchange Commission
100
F Street, N.E.
Washington,
D.C. 20549
RE:
Registration
Statement (File No. 333-164270) of Prospect Capital Corporation (the
"Company")
Dear
Mr. Greene:
We
are in receipt of comments provided by you over the phone on March 2, 2010
regarding the prospectus included in Pre-Effective Amendment No. 1 to the
Company's Registration Statement on Form N-2 (the "Registration
Statement").
The
Company has considered your comments and has authorized us to make on its behalf
the responses and changes to its prospectus discussed below. The
Company's responses to the comments are set forth below. For ease of
reference, a summary of each comment is set forth in italics and followed by the
corresponding response.
The
Company previously requested on February 26, 2010 that Pre-Effective Amendment
No. 1 to its Registration Statement be declared effective as promptly as
practicable. Given the minor nature of the changes discussed below,
the Company understands that the effectiveness of the Registration Statement
will be accelerated
Mr.
Larry Greene
March
3, 2010
Page
2
and
that the Company will make the changes discussed below to its prospectus in a
497 filing after the Registration Statement has been declared effective by the
staff.
General
1. Our
initial comment letter asked for disclosure to be added to the Registration
Statement concerning the Company's offers to purchase Allied Capital Corporation
("Allied"). Please supplement the initial response by confirming that
the Company does not intend to over-bid for Allied.
Supplementing
the Company's initial response of February 26, 2010, we confirm that the Company
does not intend to bid more for Allied than the Company concludes it is
worth. To this end, the Company has conditioned each offer that it
has made on its ability to conduct due diligence to ensure, among other things,
that the Company believes it would not be paying more for Allied than Allied is
worth.
2. We
reiterate our comment to remove footnote 7 from the Fee Table or otherwise add
disclosure concerning the Company's intentions to repay its debt during the
current year.
Footnote 7 will be removed from the fee
table.
3. Please
include the following sentence or similar disclosure in the Plan of Distribution
section: “Any of our common stock sold pursuant to a prospectus supplement will
be listed on The NASDAQ Global Select Market, or another exchange on which our
common stock is traded.”
The requested change will be
made.
* * * * *
Mr.
Larry Greene
March
3, 2010
Page
3
If
you have any questions or comments or require any additional information in
connection with the above, please telephone the undersigned at (212) 735-2790 or
Carmine Lekstutis at (212) 735-2132.
Sincerely,
/s/
Richard T. Prins
Richard
T. Prins