Prospect Capital Corporation

Offer to Purchase for Cash
any and all outstanding
$342,947,000 3.706% Notes due 2026
(CUSIP No. 74348TAU6)

Title of Security CUSIP / ISIN Nos. Outstanding Principal Amount Purchase Price(1)

3.706% Notes due 2026

74348TAU6 / US74348TAU60

$342,947,000

$990.00

(1) Per $1,000 principal amount of Securities (as defined below) validly tendered on or prior to the Expiration Time (as defined below) and accepted for purchase by the Company (as defined below).

Prospect Capital Corporation (the “Company”) hereby offers to purchase for cash (the “Tender Offer”) any and all of the $342,947,000 aggregate principal amount of 3.706% Notes due 2026 (the “Securities”) validly tendered and accepted in accordance with the terms of and subject to the conditions set out in this offer to purchase (as may be amended or supplemented from time to time, the “Offer to Purchase”). The Tender Offer will expire at 5:00 p.m., New York City time, on April 17, 2025, or any other date and time to which the Company extends the Tender Offer (such date and time, as it may be extended, the “Expiration Time”), unless earlier terminated, in the Company’s sole discretion. You must validly tender your Securities prior to or at the Expiration Time to be eligible to receive the Purchase Price (as defined below) plus Accrued Interest (as defined below), which will be payable on the Settlement Date (as defined herein).

Securities tendered pursuant to the Tender Offer may be withdrawn prior to or at, but not after, 5:00 p.m., New York City time, on April 17, 2025 (such date and time, as they may be extended with respect to the Securities, the “Withdrawal Deadline”). The Tender Offer is subject to the satisfaction or waiver of certain conditions, as set forth under the heading “Tender Offer—Conditions of the Tender Offer.”


To view copies of the Tender Offer documents please click on the links below

Offer to Purchase

Notice of Guaranteed Delivery

Retail Processing Form

Press Release


CONTACT INFORMATION

Holders who have questions regarding the Tender Offer or wish to obtain documents, may contact the Information and Tender Agent at the address and facsimile or telephone numbers provided below.

Requests for information in relation to the procedures for tendering Securities in the Tender Offer and the submission of Electronic Offer Instructions or for additional copies of this Offer to Purchase or related documents should be directed to:

              THE INFORMATION AND TENDER AGENT

D.F. KING & CO., INC.

48 Wall Street, 22nd Floor
New York, NY 10005
Attention: Michael Horthman

Banks and Brokers call: (212) 269-5550
Toll Free: (800) 967-5068
Email: psec@dfking.com

By Facsimile Transmission:
(or Eligible Institutions only)
(212) 709-3328
For Confirmation:
(212) 232-3233
Attention: Michael Horthman

Requests for information in relation to the Tender Offer should be directed to:

              DEALER MANAGER

RBC Capital Markets, LLC

Brookfield Place
200 Vesey Street, 8th Floor
New York, New York 10281
Attn: Liability Management Group
Toll Free: (877) 381-2099
Collect: (212) 618-7843
Email: liability.management@rbccm.com