Item 1.01. Entry into a Material Definitive Agreement.
On January 14, 2021, Prospect Capital Corporation (the "Company") entered into
an underwriting agreement (the "Underwriting Agreement") by and among the
Company, Prospect Capital Management L.P. (the "Adviser"), Prospect
Administration LLC (the "Administrator"), and Barclays Capital Inc., RBC Capital
Markets, LLC and Goldman Sachs & Co. LLC, as representatives of the several
underwriters named in Schedule I thereto, in connection with the issuance and
sale by the Company of $325,000,000 aggregate principal amount of the Company's
3.706% Notes due 2026 (the "Offering").
The Offering is being made pursuant to the Company's effective shelf
registration statement on Form N-2 (Registration No. 333-236415) previously
filed with the Securities and Exchange Commission (the "SEC"), as supplemented
by a preliminary prospectus supplement dated January 14, 2021, a pricing term
sheet filed with the SEC on January 14, 2021 and a final prospectus supplement
dated January 14, 2021.
The foregoing description of the Underwriting Agreement is only a summary and is
qualified in its entirety by reference to the full text of the Underwriting
Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on
Form 8-K and incorporated herein by reference.
Item 8.01. Other Events.
On January 15, 2021, the Company notified U.S. Bank National Association, the
trustee (the "Trustee") for the Company's 6.25% Notes due 2024 (the "2024
Notes"), of the Company's election to redeem $233,787,975 of the aggregate
principal amount of the 2024 Notes outstanding and instructed the Trustee to
provide notice of such redemption to the holders of the 2024 Notes in accordance
with the terms of the indenture governing the 2024 Notes. The Company expects
the redemption to be completed on or about February 14, 2021 (payable on the
next succeeding business day, February 15, 2021). Following the redemption, none
of the 2024 Notes will remain outstanding. This Current Report on Form 8-K does
not constitute a notice of redemption of the 2024 Notes.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits

1.1 Underwriting Agreement, dated January 14, 2021, by and among Prospect Capital Corporation, Prospect Capital Management L.P., Prospect Administration LLC, and Barclays Capital Inc., RBC Capital Markets, LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters named in Schedule I thereto.




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