Business Context and Reporting Period
Company: Prospect Capital Corporation (PSEC)
Filing Type: Form 8-K (Current Report)
Date of Report: January 25, 2024
Reporting Period: This filing addresses events occurring on December 28, 2023 (filing of Articles Supplementary) and January 25, 2024 (authorization of distributions).
Key Financial Metrics
This filing does not contain comprehensive financial statements, revenue, profit, cash flow, or debt metrics. It focuses on capital structure modifications and dividend authorizations.
- Preferred Stock Designation: 80,000,000 shares of Series A4 and 80,000,000 shares of Series M4 (collectively 160,000,000 shares reclassified from authorized common stock).
- Stated Value: $25.00 per share for Series A4 and Series M4.
- Distribution Rate: Annual rate of 7.33586%.
- Monthly Distribution Amount: $0.152830 per share (before pro-ration for partial periods).
- First Payment Date: March 1, 2024 (Record Date: February 21, 2024).
Material Changes
Correction of Prior Filing: The Company previously reported the reclassification of shares on December 29, 2023. This filing corrects a discrepancy where the Articles Supplementary attached to the prior 8-K were not identical to those filed with the State Department of Assessments and Taxation of Maryland (SDAT). This report attaches the correct, identical form of the Articles Supplementary.
Capital Structure Modification: The Company reclassified 160,000,000 shares of authorized unissued common stock into two new series of preferred stock (Series A4 and Series M4).
Guidance, Outlook, and Risks
Management Commentary: The filing authorizes monthly cash distributions to holders of the new Series A4 and Series M4 preferred shares. The distributions are calculated based on the annual rate of 7.33586% of the $25 stated value.
Risks and Contingencies: The filing notes that the description of the Preferred Stock is a summary and is qualified in its entirety by the full text of the Articles Supplementary (Exhibit 3.1). No specific operational risks or contingencies are detailed in this specific report beyond the standard incorporation by reference.
Investor Verification Checklist
- Verify the terms of the Series A4 and Series M4 Preferred Stock in the attached Exhibit 3.1 (Articles Supplementary).
- Confirm the record date (February 21, 2024) and payment date (March 1, 2024) for the first distribution.
- Review the corrected Articles Supplementary to ensure they match the version filed with the State of Maryland.
- Check the Company's broader financial health in subsequent 10-Q or 10-K filings, as this 8-K does not provide liquidity or debt metrics.