Prospect Capital - 10-Q quarterly report FY

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2018 OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 814-00659

PROSPECT CAPITAL CORPORATION

(Exact name of Registrant as specified in its charter)



Maryland	43-2048643
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
10 East 40th Street, 42nd Floor
New York, New York	10016
(Address of principal executive offices)	(Zip Code)
Registrant's telephone number, including area code: (212) 448-0702

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer ý	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No ý

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date.



Class of Common Stock		Outstanding at May 9, 2018
$0.001 par value		363,265,564

Table of Contents



		Page
	Forward-Looking Statements	3
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Statements of Assets and Liabilities as of March 31, 2018 (unaudited) and June 30, 2017	4
	Consolidated Statements of Operations for the three and nine months ended March 31, 2018 and March 31, 2017 (unaudited)	5
	Consolidated Statements of Changes in Net Assets for the nine months ended March 31, 2018 and March 31, 2017 (unaudited)	6
	Consolidated Statements of Cash Flows for the nine months ended March 31, 2018 and March 31, 2017 (unaudited)	7
	Consolidated Schedules of Investments as of March 31, 2018 (unaudited) and June 30, 2017	8
	Notes to Consolidated Financial Statements	49
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	109
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	144
Item 4.	Controls and Procedures	145
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	146
Item 1A.	Risk Factors	146
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	146
Item 3.	Defaults Upon Senior Securities	146
Item 4.	Mine Safety Disclosures	146
Item 5.	Other Information	146
Item 6.	Exhibits	146
	Signatures

FORWARD-LOOKING STATEMENTS

This report contains information that may constitute “forward-looking statements.” Generally, the words “believe,” “expect,”

“intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements, which generally are not historical in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future—including statements relating to volume growth, share of sales and earnings per share growth, and statements expressing general views about future operating results—are forward-looking statements. Management believes that these forward-looking statements are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, those described in Part II, “Item 1A. Risk Factors” and elsewhere in this report and in our Annual Report on Form 10-K for the year ended June 30, 2017, and those described from time to time in our future reports filed with the Securities and Exchange Commission.

PART I

Item 1. Financial Statements

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

(in thousands, except share and per share data)



	March 31, 2018			June 30, 2017
	March 31, 2018			June 30, 2017
	(Unaudited)			(Audited)
Assets
Investments at fair value:
Control investments (amortized cost of $1,857,698 and $1,840,731, respectively)	$	1,986,984		$	1,911,775
Affiliate investments (amortized cost of $55,482 and $22,957, respectively)	52,288			11,429
Non-control/non-affiliate investments (amortized cost of $3,951,787 and $4,117,868, respectively)	3,680,532			3,915,101
Total investments at fair value (amortized cost of $5,864,967 and $5,981,556, respectively)	5,719,804			5,838,305
Cash	97,563			318,083
Receivables for:
Interest, net	29,511			9,559
Other	836			924
Prepaid expenses	566			1,125
Due from Broker	—			—
Due from Prospect Capital Management (Note 13)	60			—
Due from Affiliate (Note 13)	88			14
Deferred financing costs on Revolving Credit Facility (Note 4)	2,717			4,779
Total Assets	5,851,145			6,172,789
Liabilities
Revolving Credit Facility (Notes 4 and 8)	86,000			—
Convertible Notes (less unamortized debt issuance costs of $11,908 and $15,512, respectively) (Notes 5 and 8)	805,092			937,641
Prospect Capital InterNotes® (less unamortized debt issuance costs of $12,342 and $14,240, respectively) (Notes 7 and 8)	743,729			966,254
Public Notes (less unamortized discount and debt issuance costs of $9,445 and $10,981, respectively) (Notes 6 and 8)	739,836			738,300
Due to Prospect Capital Management (Note 13)	47,009			48,249
Interest payable	29,588			38,630
Due to Broker	24,457			50,371
Dividends payable	21,759			30,005
Due to Prospect Administration (Note 13)	2,148			1,910
Accrued expenses	4,320			4,380
Other liabilities	811			2,097
Total Liabilities	2,504,749			2,817,837
Commitments and Contingencies (Note 3)	—			—
Net Assets	$	3,346,396		$	3,354,952

Components of Net Assets
Common stock, par value $0.001 per share (1,000,000,000 common shares authorized; 362,657,362 and 360,076,933 issued and outstanding, respectively) (Note 9)	$	363		$	360
Paid-in capital in excess of par (Note 9)	4,009,704			3,991,317
Accumulated overdistributed net investment income	(59,174		)	(54,039		)
Accumulated net realized loss	(459,334		)	(439,435		)
Net unrealized loss	(145,163		)	(143,251		)
Net Assets	$	3,346,396		$	3,354,952

Net Asset Value Per Share (Note 16)	$	9.23		$	9.32

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)

(Unaudited)



	Three Months Ended March 31,						Nine Months Ended March 31,
	2018			2017			2018			2017
Investment Income
Interest income:
Control investments	$	45,944		$	41,353		$	139,392		$	135,543
Affiliate investments	271			—			476			—
Non-control/non-affiliate investments	68,376			83,794			216,639			257,919
Structured credit securities	31,271			36,564			90,822			114,690
Total interest income	145,862			161,711			447,329			508,152
Dividend income:
Control investments	5,639			728			5,639			4,250
Non-control/non-affiliate investments	648			89			1,518			330
Total dividend income	6,287			817			7,157			4,580
Other income:
Control investments	6,188			2,953			12,317			9,749
Non-control/non-affiliate investments	4,498			5,551			17,011			11,863
Total other income (Note 10)	10,686			8,504			29,328			21,612
Total Investment Income	162,835			171,032			483,814			534,344
Operating Expenses
Base management fee (Note 13)	29,268			30,549			88,990			92,227
Income incentive fee (Note 13)	17,612			18,270			51,843			59,101
Interest and credit facility expenses	37,479			41,464			117,861			123,981
Allocation of overhead from Prospect Administration (Note 13)	3,195			3,581			5,899			9,771
Audit, compliance and tax related fees	1,130			1,223			4,084			3,676
Directors’ fees	113			113			338			338
Excise tax	—			—			—			(1,100		)
Other general and administrative expenses	3,592			2,752			7,429			9,946
Total Operating Expenses	92,389			97,952			276,444			297,940
Net Investment Income	70,446			73,080			207,370			236,404
Net Realized and Net Change in Unrealized Gains (Losses) from Investments
Net realized gains (losses)
Control investments	2			1			13			184
Affiliate investments	(14,197		)	—			(13,351		)	137
Non-control/non-affiliate investments	(23		)	177			(5,116		)	489
Net realized (losses) gains	(14,218		)	178			(18,454		)	810
Net change in unrealized gains (losses)
Control investments	1,380			(33,235		)	46,898			(30,937		)
Affiliate investments	12,952			(581		)	19,678			(1,854		)
Non-control/non-affiliate investments	(18,188		)	(19,930		)	(68,488		)	(2,480		)
Net change in unrealized gains (losses)	(3,856		)	(53,746		)	(1,912		)	(35,271		)
Net Realized and Net Change in Unrealized Gains (Losses) from Investments	(18,074		)	(53,568		)	(20,366		)	(34,461		)
Net realized losses on extinguishment of debt	(513		)	(20		)	(1,445		)	(205		)
Net Increase in Net Assets Resulting from Operations	$	51,859		$	19,492		$	185,559		$	201,738
Net increase in net assets resulting from operations per share	$	0.14		$	0.05		$	0.51		$	0.56
Dividends declared per share	$	(0.18	)	$	(0.25	)	$	(0.59	)	$	(0.75	)

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

(in thousands, except share data)

(Unaudited)



	Nine Months Ended March 31,
	2018			2017
Operations
Net investment income	$	207,370		$	236,404
Net realized (losses) gains	(19,899		)	605
Net change in net unrealized losses	(1,912		)	(35,271		)
Net Increase in Net Assets Resulting from Operations	185,559			201,738

Distributions to Shareholders
Distribution from net investment income	(211,733		)	(268,989		)
Net Decrease in Net Assets Resulting from Distributions to Shareholders	(211,733		)	(268,989		)

Common Stock Transactions
Value of shares issued through reinvestment of dividends	17,618			23,502
Net Increase in Net Assets Resulting from Common Stock Transactions	17,618			23,502

Total Decrease in Net Assets	(8,556		)	(43,749		)
Net assets at beginning of period	3,354,952			3,435,917
Net Assets at End of Period (Accumulated Overdistributed Net Investment Income of $59,174 and $33,719, respectively)	$	3,346,396		$	3,392,168

Common Stock Activity
Shares issued through reinvestment of dividends	2,580,429			2,778,472
Shares issued and outstanding at beginning of period	360,076,933			357,107,231
Shares Issued and Outstanding at End of Period	362,657,362			359,885,703

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, except share data)

(Unaudited)



	Nine Months Ended March 31,
	2018			2017
Operating Activities
Net increase in net assets resulting from operations	$	185,559		$	201,738
Net realized losses on extinguishment of debt	1,445			205
Net realized losses (gains) on investments	18,454			(810		)
Net change in net unrealized (gains) losses on investments	1,912			35,271
Amortization of discounts and (accretion of premiums), net	17,706			42,937
Accretion of discount on Public Notes (Note 6)	212			200
Amortization of deferred financing costs	9,168			10,128
Payment-in-kind interest	(6,128		)	(14,326		)
Structuring fees	(9,135		)	(11,674		)
Change in operating assets and liabilities:
Payments for purchases of investments	(1,375,555		)	(1,240,294		)
Proceeds from sale of investments and collection of investment principal	1,471,247			1,061,839
Decrease in due to Broker	(25,914		)	(957		)
Decrease in due to Prospect Capital Management	(1,240		)	(5,051		)
(Increase) decrease in interest receivable, net	(19,952		)	1,872
Decrease in interest payable	(9,042		)	(7,041		)
(Decrease) increase in accrued expenses	(60		)	2,033
Decrease in other liabilities	(1,286		)	(1,615		)
Decrease in other receivables	88			68
Increase in due from Prospect Administration	(60		)	—
Increase in due from affiliate	(74		)	—
Decrease in prepaid expenses	559			139
Increase in due to Prospect Administration	238			82
Net Cash Provided by Operating Activities	258,142			74,744
Financing Activities
Borrowings under Revolving Credit Facility (Note 4)	427,000			557,000
Principal payments under Revolving Credit Facility (Note 4)	(341,000		)	(557,000		)
Issuances of Public Notes, net of original issue discount (Note 6)	—			37,466
Redemptions of Convertible Notes (Note 5)	(136,153		)	(167,500		)
Issuances of Prospect Capital InterNotes® (Note 7)	69,428			109,221
Redemptions of Prospect Capital InterNotes®, net (Note 7)	(293,851		)	(12,170		)
Financing costs paid and deferred	(1,724		)	(2,500		)
Dividends paid	(202,362		)	(245,255		)
Net Cash Used in Financing Activities	(478,662		)	(280,738		)

Net Decrease in Cash	(220,520		)	(205,994		)
Cash at beginning of period	318,083			317,798
Cash at End of Period	$	97,563		$	111,804
Supplemental Disclosures
Cash paid for interest	$	117,523		$	120,694
Non-Cash Financing Activities
Value of shares issued through reinvestment of dividends	$	17,618		$	23,502
Cost basis of investments written off as worthless	$	20,235		$	2,535

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS

(in thousands, except share data)



			March 31, 2018 (Unaudited)
Portfolio Company	Locale / Industry	Investments(1)(44)(47)	Principal Value		Amortized Cost		Fair Value(2)		% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS

Control Investments (greater than 25.00% voting control)(47)

Arctic Energy Services, LLC(37)	Wyoming / Energy Equipment & Services	Class D Units (12.00%, 32,915 units)(16)	$	—	$	31,640	$	27,017	0.8%
		Class E Units (14.00%, 21,080 units)(16)	—		23,800		—		—%
		Class A Units (14.00%, 700 units)(16)	—		9,006		—		—%
		Class C Units (10 units)(16)	—		—		—		—%
					64,446		27,017		0.8%
CCPI Inc.(19)	Ohio / Electronic Equipment, Instruments & Components	Senior Secured Term Loan A (10.00%, due 12/31/2020)(3)	2,881		2,881		2,881		0.1%
		Senior Secured Term Loan B (12.00% plus 7.00% PIK, due 12/31/2020)(3)(46)	17,819		17,819		17,819		0.5%
		Common Stock (14,857 shares)	—		6,759		15,557		0.5%
					27,459		36,257		1.1%
CP Energy Services Inc.(20)	Oklahoma / Energy Equipment & Services	Senior Secured Term Loan (12.69% (LIBOR + 11.00% with 1.00% LIBOR floor), due 12/29/2022)(11)	35,048		35,048		35,048		1.0%
		Series B Convertible Preferred Stock (16.00%, 790 shares)(16)	—		63,225		55,135		1.7%
		Common Stock (2,924 shares)(16)	—		15,227		—		—%
					113,500		90,183		2.7%
Credit Central Loan Company, LLC(21)	South Carolina / Consumer Finance	Subordinated Term Loan (20.00% (10.00% plus 10.00% PIK, due 6/26/2019)(14)(46)	51,855		46,788		51,855		1.5%
		Class A Units (10,640,642 units)(14)(16)	—		13,731		22,353		0.7%
		Net Revenues Interest (25% of Net Revenues)(14)(16)	—		—		2,249		0.1%
					60,519		76,457		2.3%
Echelon Transportation, LLC (f/k/a Echelon Aviation LLC)	New York / Aerospace & Defense	Senior Secured Term Loan (11.75% (LIBOR + 9.75% with 2.00% LIBOR floor) plus 2.25% PIK, due 3/31/2022)(13)(46)	31,055		31,055		31,055		0.9%
		Senior Secured Term Loan (11.00% (LIBOR + 9.00% with 2.00% LIBOR floor) plus 1.00% PIK, due 12/7/2024)(13)(46)	16,044		16,044		16,044		0.5%
		Membership Interest (100%)(16)	—		22,738		32,202		1.0%
					69,837		79,301		2.4%
First Tower Finance Company LLC(23)	Mississippi / Consumer Finance	Subordinated Term Loan to First Tower, LLC (10.00% plus 7.00% PIK, due 6/24/2019)(14)(46)	272,170		272,170		272,170		8.1%
		Class A Units (95,709,910 units)(14)(16)	—		81,146		162,981		4.9%
					353,316		435,151		13.0%
Freedom Marine Solutions, LLC(24)	Louisiana / Energy Equipment & Services	Membership Interest (100%)(16)	—		43,292		13,188		0.4%
					43,292		13,188		0.4%
MITY, Inc.(25)	Utah / Commercial Services & Supplies	Senior Secured Note A (10.00% (LIBOR + 7.00% with 3.00% LIBOR floor), due 1/30/2020)(3)(11)	26,250		26,250		26,250		0.8%
		Senior Secured Note B (10.00% (LIBOR + 7.00% with 3.00% LIBOR floor) plus 10.00% PIK, due 1/30/2020)(3)(11)(46)	24,442		24,442		24,442		0.7%
		Subordinated Unsecured Note to Broda Enterprises ULC (10.00%, due on demand)(14)	5,716		7,200		5,716		0.2%
		Common Stock (42,053 shares)(16)	—		6,849		5,715		0.2%
					64,741		62,123		1.9%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



			March 31, 2018 (Unaudited)
Portfolio Company	Locale / Industry	Investments(1)(44)(47)	Principal Value		Amortized Cost		Fair Value(2)		% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS

Control Investments (greater than 25.00% voting control)(47)

National Property REIT Corp.(26)	Various / Equity Real Estate Investment Trusts (REITs) / Online Lending	Senior Secured Term Loan A (6.00% (LIBOR + 4.00% with 2.00% LIBOR floor) plus 10.50% PIK, due 4/1/2019)(11)(46)	$	293,203	$	293,203	$	293,203	8.8%
		Senior Secured Term Loan E (11.00% (LIBOR + 9.00% with 2.00% LIBOR floor) plus 5.00% PIK, due 4/1/2019)(11)(46)	276,549		276,549		276,549		8.2%
		Common Stock (2,748,812 shares)	—		257,527		369,123		11.0%
		Net Operating Income Interest (5% of Net Operating Income)	—		—		92,275		2.8%
					827,279		1,031,150		30.8%
Nationwide Loan Company LLC(27)	Illinois / Consumer Finance	Senior Subordinated Term Loan to Nationwide Acceptance LLC (10.00% plus 10.00% PIK, due 6/18/2019)(14)(46)	17,410		17,410		17,410		0.5%
		Class A Units (32,456,159 units)(14)(16)	—		21,962		13,580		0.4%
					39,372		30,990		0.9%
NMMB, Inc.(28)	New York / Media	Senior Secured Note (14.00%, due 5/6/2021)(3)	3,714		3,714		3,714		0.1%
		Senior Secured Note to Armed Forces Communications, Inc. (14.00%, due 5/6/2021)(3)	6,900		6,900		6,900		0.2%
		Series A Preferred Stock (7,200 shares)(16)	—		7,200		5,503		0.2%
		Series B Preferred Stock (5,669 shares)(16)	—		5,669		4,332		0.1%
					23,483		20,449		0.6%
R-V Industries, Inc.	Pennsylvania / Machinery	Senior Subordinated Note (11.31% (LIBOR + 9.00% with 1.00% LIBOR floor), due 3/31/2022)(3)(11)	28,622		28,622		28,622		0.8%
		Common Stock (745,107 shares)(16)	—		6,866		2,403		0.1%
					35,488		31,025		0.9%
SB Forging Company II, Inc. (f/k/a Gulf Coast Machine & Supply Company)(29)	Texas / Energy Equipment & Services	Series A Convertible Preferred Stock (6.50%, 99,000 shares)(16)	—		—		1,011		—%
		Common Stock (100 shares)(16)	—		—		—		—%
					—		1,011		—%
USES Corp.(30)	Texas / Commercial Services & Supplies	Senior Secured Term Loan A (9.00% PIK, in non-accrual status effective 4/1/2016, due 7/22/2020)	36,127		31,601		9,672		0.3%
		Senior Secured Term Loan B (15.50% PIK, in non-accrual status effective 4/1/2016, due 7/22/2020)	46,019		35,568		—		—%
		Common Stock (268,962 shares)(16)	—		—		—		—%
					67,169		9,672		0.3%
Valley Electric Company, Inc.(31)	Washington / Construction & Engineering	Senior Secured Note to Valley Electric Co. of Mt. Vernon, Inc. (8.00% (LIBOR + 5.00% with 3.00% LIBOR floor) plus 2.50% PIK, due 12/31/2024)(3)(11)(46)	10,430		10,430		10,430		0.3%
		Senior Secured Note (10.00% plus 8.50% PIK, due 6/23/2024)(46)	27,292		27,292		27,292		0.8%
		Common Stock (50,000 shares)(16)	—		26,204		4,740		0.2%
					63,926		42,462		1.3%
Wolf Energy, LLC(32)	Kansas / Energy Equipment & Services	Membership Interest (100%)(16)	—		—		—		—%
		Membership Interest in Wolf Energy Services Company, LLC (100%)(16)	—		3,871		537		—%
		Net Profits Interest (8% of Equity Distributions)(4)(16)	—		—		11		—%
					3,871		548		—%
Total Control Investments (Level 3)					$	1,857,698	$	1,986,984	59.4%

See notes to consolidated financial statements.



			March 31, 2018 (Unaudited)
Portfolio Company	Locale / Industry	Investments(1)(44)(48)	Principal Value		Cost		Fair Value(2)		% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS

Affiliate Investments (5.00% to 24.99% voting control)(48)

Edmentum Ultimate Holdings, LLC(22)	Minnesota / Diversified Consumer Services	Second Lien Revolving Credit Facility to Edmentum, Inc. – $7,834 Commitment (5.00% PIK, due 12/9/2021)(15)	$	7,834	$	7,834	$	7,834	0.2%
		Unsecured Senior PIK Note (8.50% PIK, due 12/9/2021)(46)	7,365		7,365		7,365		0.2%
		Unsecured Junior PIK Note (10.00% PIK, in non-accrual status effective 1/1/2017, due 12/9/2021)	34,377		23,828		17,728		0.5%
		Class A Units (370,964 units)(16)	—		6,577		—		—%
					45,604		32,927		0.9%
Nixon, Inc.(39)	California / Textiles, Apparel & Luxury Goods	Common Stock (857 units)(16)	—		—		—		—%
							—		—%
Targus Cayman HoldCo Limited(33)	California / Textiles, Apparel & Luxury Goods	Common Stock (7,383,395 shares)(16)	—		9,878		19,361		0.6%
					9,878		19,361		0.6%
Total Affiliate Investments (Level 3)					$	55,482	$	52,288	1.5%

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



			March 31, 2018 (Unaudited)
Portfolio Company	Locale / Industry	Investments(1)(44)	Principal Value		Amortized Cost		Fair Value(2)		% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS

Non-Control/Non-Affiliate Investments (less than 5.00% voting control)

Ability Network Inc.	Minnesota / Health Care Technology	Second Lien Term Loan (9.54%. (LIBOR + 7.75% with 0.00% LIBOR floor), due 12/13/2025)(8)(13)	$	15,000	$	14,928	$	15,300	0.5%
					14,928		15,300		0.5%
ACE Cash Express, Inc.	Texas / Consumer Finance	Senior Secured Note (12.00%, due 12/15/2022)(8)(14)	20,000		19,717		22,400		0.7%
					19,717		22,400		0.7%
AgaMatrix, Inc.	New Hampshire / Healthcare Equipment and Supplies	Senior Secured Term Loan (11.06% (LIBOR + 8.75% with 1.25% LIBOR floor), due 9/29/2022)(3)(11)	31,250		31,250		31,250		0.9%
					31,250		31,250		0.9%
American Gilsonite Company(34)	Utah / Chemicals	Membership Interest (0.05%, 131 shares)(16)	—		—		—		—%
					—		—		—%
Apidos CLO IX	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 0.00%, due 7/15/2023)(5)(14)(17)	23,525		21		74		—%
					21		74		—%
Apidos CLO XI	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 8.54%, due 10/17/2028)(5)(14)	40,500		31,872		25,091		0.8%
					31,872		25,091		0.8%
Apidos CLO XII	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 16.49%, due 4/15/2031)(5)(14)	52,203		33,708		26,824		0.8%
					33,708		26,824		0.8%
Apidos CLO XV	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 13.56%, due 4/20/2031)(5)(14)	48,515		35,161		27,452		0.8%
					35,161		27,452		0.8%
Apidos CLO XXII	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 14.40%, due 10/20/2027)(5)(6)(14)	31,350		27,638		25,150		0.8%
					27,638		25,150		0.8%
Ark-La-Tex Wireline Services, LLC	Louisiana / Energy Equipment & Services	Senior Secured Term Loan B (14.50% (LIBOR + 13.50% with 1.00% LIBOR floor), in non-accrual status effective 4/1/2016, due 4/8/2019)(13)	25,595		1,145		787		—%
					1,145		787		—%
Armor Holding II LLC	New York / Commercial Services & Supplies	Second Lien Term Loan (11.30% (LIBOR + 9.00% with 1.25% LIBOR floor), due 12/26/2020)(3)(8)(11)	7,000		6,943		7,000		0.2%
					6,943		7,000		0.2%
Atlantis Health Care Group (Puerto Rico), Inc.	Puerto Rico / Health Care Providers & Services	Revolving Line of Credit – $7,000 Commitment (10.19% (LIBOR + 8.50% with 1.50% LIBOR floor), due 8/21/2019)(11)(15)	7,000		7,000		6,934		0.2%
		Senior Term Loan (10.19% (LIBOR + 8.50% with 1.50% LIBOR floor), due 2/21/2020)(3)(11)	78,949		78,949		78,200		2.3%
					85,949		85,134		2.5%
ATS Consolidated, Inc.	Arizona / Electronic Equipment, Instruments & Components	Second Lien Term Loan (9.40% (LIBOR + 7.75%, due 2/27/2026)(8)(13)	15,000		14,851		14,866		0.4%
					14,851		14,866		0.4%
Autodata, Inc./ Autodata Solutions, Inc.(9)	Canada / Software	Second Lien Term Loan (9.01% (LIBOR + 7.25% with 1.00% LIBOR floor), due 12/14/2025)(8)(13)	6,000		5,971		5,971		0.2%
					5,971		5,971		0.2%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



			March 31, 2018 (Unaudited)
Portfolio Company	Locale / Industry	Investments(1)(44)	Principal Value		Amortized Cost		Fair Value(2)		% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS

Non-Control/Non-Affiliate Investments (less than 5.00% voting control)

Babson CLO Ltd. 2014-III	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 12.43%, due 1/15/2026)(5)(6)(14)	$	52,250	$	40,709	$	34,638	1.0%
					40,709		34,638		1.0%
Broder Bros., Co.	Pennsylvania / Textiles, Apparel & Luxury Goods	Senior Secured Note (10.31% (LIBOR + 8.00% with 1.25% LIBOR floor), due 12/02/2022)(3)(11)	455,400		455,400		455,400		13.6%
					455,400		455,400		13.6%
Brookside Mill CLO Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 10.50%, due 1/18/2028)(5)(14)	36,300		18,873		13,613		0.4%
					18,873		13,613		0.4%
California Street CLO IX Ltd. (f/k/a Symphony CLO IX Ltd.)	Cayman Islands / Structured Finance	Preference Shares (Residual Interest, current yield 14.21%, due 10/16/2028)(5)(14)	58,915		41,236		36,145		1.1%
					41,236		36,145		1.1%
Candle-Lite Company, LLC	Ohio / Household & Personal Products	Senior Secured Term Loan A (7.48% (LIBOR + 5.50% with 1.25% LIBOR floor), due 1/23/2023)(3)(11)	12,500		12,500		12,500		0.4%
		Senior Secured Term Loan B (11.48% (LIBOR + 9.50% with 1.25% LIBOR floor), due 1/23/2023)(3)(11)	12,500		12,500		12,500		0.4%
					25,000		25,000		0.8%
Capstone Logistics Acquisition, Inc.	Georgia / Commercial Services & Supplies	Second Lien Term Loan (10.13% (LIBOR + 8.25% with 1.00% LIBOR floor), due 10/7/2022)(3)(8)(13)	101,517		101,135		99,329		3.0%
					101,135		99,329		3.0%
Carlyle Global Market Strategies CLO 2014-4, Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 21.22%, due 10/15/2026)(5)(6)(14)	25,534		20,031		19,340		0.6%
					20,031		19,340		0.6%
Carlyle Global Market Strategies CLO 2016-3, Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 16.87%, due 10/20/2029)(5)(6)(14)	32,200		32,146		29,102		0.9%
					32,146		29,102		0.9%
Cent CLO 17 Limited	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 0.00%, due 1/30/2025)(5)(14)(17)	24,870		17,644		15,445		0.5%
					17,644		15,445		0.5%
Cent CLO 20 Limited	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 15.78%, due 1/25/2026)(5)(14)	40,275		31,811		28,471		0.9%
					31,811		28,471		0.9%
Cent CLO 21 Limited	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 19.00%, due 7/27/2026)(5)(6)(14)	48,528		36,585		34,166		1.0%
					36,585		34,166		1.0%
Centerfield Media Holding Company(35)	California / Internet Software and Services	Senior Secured Term Loan A (8.69% (LIBOR + 7.00% with 1.00% LIBOR floor), due 1/17/2022)(3)(8)(11)	66,640		66,640		66,640		2.0%
		Senior Secured Term Loan B (14.19% (LIBOR + 12.50% with 1.00% LIBOR floor), due 1/17/2022)(8)(11)	68,000		68,000		68,000		2.0%
					134,640		134,640		4.0%
CIFC Funding 2013-III-R, Ltd. (f/k/a CIFC Funding 2013-III, Ltd.)	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 12.89%, due 4/24/2031)(5)(14)	44,100		29,946		25,853		0.8%
					29,946		25,853		0.8%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



			March 31, 2018 (Unaudited)
Portfolio Company	Locale / Industry	Investments(1)(44)	Principal Value		Amortized Cost		Fair Value(2)		% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS

Non-Control/Non-Affiliate Investments (less than 5.00% voting control)

CIFC Funding 2013-IV, Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 8.34%, due 11/27/2024)(5)(14)	$	45,500	$	31,530	$	28,084	0.8%
					31,530		28,084		0.8%
CIFC Funding 2014-IV Investor, Ltd.	Cayman Islands / Structured Finance	Income Notes (Residual Interest, current yield 7.39%, due 10/17/2026)(5)(6)(14)	41,500		28,832		23,982		0.7%
					28,832		23,982		0.7%
CIFC Funding 2016-I, Ltd.	Cayman Islands / Structured Finance	Income Notes (Residual Interest, current yield 12.61%, due 10/21/2028)(5)(6)(14)	34,000		31,268		28,106		0.8%
					31,268		28,106		0.8%
Cinedigm DC Holdings, LLC	New York / Media	Senior Secured Term Loan (11.00% (LIBOR + 9.00% with 2.00% LIBOR floor) plus 2.50% PIK, due 3/31/2021)(11)(46)	39,710		39,660		39,710		1.2%
					39,660		39,710		1.2%
Class Appraisal, LLC	Michigan / Real Estate Management & Development	Revolving Line of Credit – $1,500 Commitment (5%, due 3/12/2020)(11)(15)	—		—		—		—%
		Senior Secured Term Loan (10.56% (LIBOR + 8.25% with 1.50% LIBOR floor), due 3/10/2023)(11)	42,000		42,000		42,000		1.3%
					42,000		42,000		1.3%
Coverall North America, Inc.	Florida / Commercial Services & Supplies	Senior Secured Term Loan A (7.69% (LIBOR + 6.00% with 1.00% LIBOR floor), due 11/02/2020)(3)(11)	21,720		21,720		21,720		0.7%
		Senior Secured Term Loan B (12.69% (LIBOR + 11.00% with 1.00% LIBOR floor), due 11/02/2020)(3)(11)	24,875		24,875		24,875		0.8%
					46,595		46,595		1.5%
CP VI Bella Midco	Pennsylvania / IT Services	Second Lien Term Loan (8.63% (LIBOR + 6.75%, due 12/29/2025)(8)(13)	2,000		1,990		1,990		0.1%
					1,990		1,990		0.1%
CURO Financial Technologies Corp.	Canada / Consumer Finance	Senior Secured Notes (12.00%, due 3/1/2022)(8)(14)	10,896		10,833		10,896		0.3%
					10,833		10,896		0.3%
Digital Room, LLC	California / Commercial Services & Supplies	First Lien Term Loan (6.88% (LIBOR + 5.00% with 1.00% LIBOR floor), due 12/29/2023)(8)(13)	9,975		9,878		9,878		0.3%
		Second Lien Term Loan (10.63% (LIBOR + 8.75% with 1.00% LIBOR floor), due 12/29/2024)(3)(8)(13)	57,100		56,264		56,264		1.7%
					66,142		66,142		2.0%
Dunn Paper, Inc.	Georgia / Paper & Forest Products	Second Lien Term Loan (10.63% (LIBOR + 8.75% with 1.00% LIBOR floor), due 8/26/2023)(3)(8)(13)	11,500		11,320		11,500		0.3%
					11,320		11,500		0.3%
Easy Gardener Products, Inc.	Texas / Household Durables	Senior Secured Term Loan (11.69% (LIBOR + 10.00% with 0.25% LIBOR floor), due 09/30/2020)(3)(11)	17,106		17,106		16,155		0.5%
					17,106		16,155		0.5%
Engine Group, Inc.(7)	California / Media	Senior Secured Term Loan (7.05% (LIBOR + 4.75% with 1.00% LIBOR floor), due 9/15/2022)(8)(11)	4,875		4,875		4,875		0.2%
		Second Lien Term Loan (11.05% (LIBOR + 8.75% with 1.00% LIBOR floor), due 9/15/2023)(3)(8)(11)	35,000		35,000		35,000		1.0%
					39,875		39,875		1.2%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



			March 31, 2018 (Unaudited)
Portfolio Company	Locale / Industry	Investments(1)(44)	Principal Value		Amortized Cost		Fair Value(2)		% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS

Non-Control/Non-Affiliate Investments (less than 5.00% voting control)

EXC Holdings III Corp.	Massachusetts / Technology Hardware, Storage & Peripherals	Second Lien Term Loan (9.71% (LIBOR + 7.50% with 1.00% LIBOR floor), due 12/01/2025)(8)(10)	$	12,500	$	12,380	$	12,500	0.4%
					12,380		12,500		0.4%
Fleetwash, Inc.	New Jersey / Commercial Services & Supplies	Senior Secured Term Loan B (10.69% (LIBOR + 9.00% with 1.00% LIBOR floor), due 4/30/2022)(3)(11)	21,544		21,544		21,544		0.6%
		Delayed Draw Term Loan – $15,000 Commitment (9.84% (LIBOR + 8.00% with 1.00% LIBOR floor), expires 4/30/2022)(11)(15)	—		—		—		—%
					21,544		21,544		0.6%
Galaxy XV CLO, Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 11.81%, due 10/15/2030)(5)(14)	50,525		34,430		30,734		0.9%
					34,430		30,734		0.9%
Galaxy XVI CLO, Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 4.64%, due 11/16/2025)(5)(14)	24,575		16,933		13,965		0.4%
					16,933		13,965		0.4%
Galaxy XVII CLO, Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 5.40%, due 7/15/2026)(5)(6)(14)	39,905		27,977		22,618		0.7%
					27,977		22,618		0.7%
Halcyon Loan Advisors Funding 2012-1 Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 0.00%, due 8/15/2023)(5)(14)(17)	23,188		3,955		4,680		0.1%
					3,955		4,680		0.1%
Halcyon Loan Advisors Funding 2013-1 Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 0.00%, due 4/15/2025)(5)(14)(17)	40,400		23,045		16,134		0.5%
					23,045		16,134		0.5%
Halcyon Loan Advisors Funding 2014-1 Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 5.03%, due 4/18/2026)(5)(14)	24,500		14,476		12,075		0.4%
					14,476		12,075		0.4%
Halcyon Loan Advisors Funding 2014-2 Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 8.31%, due 4/28/2025)(5)(6)(14)	41,164		25,092		19,801		0.6%
					25,092		19,801		0.6%
Halcyon Loan Advisors Funding 2015-3 Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 19.19%, due 10/18/2027)(5)(6)(14)	39,598		34,934		32,959		1.0%
					34,934		32,959		1.0%
Harbortouch Payments, LLC	Pennsylvania / Commercial Services & Supplies	Escrow Receivable	—		—		900		—%
					—		900		—%
HarbourView CLO VII, Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 20.59%, due 11/18/2026)(5)(6)(14)	19,025		15,549		13,823		0.4%
					15,549		13,823		0.4%
Harley Marine Services, Inc.	Washington / Marine	Second Lien Term Loan (12.00% (LIBOR + 10.25% with 1.25% LIBOR floor), due 12/20/2019)(3)(8)(11)	9,000		8,943		8,879		0.3%
					8,943		8,879		0.3%
Ingenio, LLC	California / Internet Software and Services	Senior Secured Term Loan (9.50% (LIBOR + 7.50% with 1.25% LIBOR floor), due 9/26/2022)(3)(8)(11)	10,000		10,000		10,000		0.3%
					10,000		10,000		0.3%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



			March 31, 2018 (Unaudited)
Portfolio Company	Locale / Industry	Investments(1)(44)	Principal Value		Amortized Cost		Fair Value(2)		% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS

Non-Control/Non-Affiliate Investments (less than 5.00% voting control)

Inpatient Care Management Company, LLC	Florida / Health Care Providers & Services	Senior Secured Term Loan (9.69% (LIBOR + 8.00% with 1.00% LIBOR floor), due 6/8/2021)(3)(11)	$	24,657	$	24,657	$	24,657	0.7%
					24,657		24,657		0.7%
InterDent, Inc.	California / Health Care Providers & Services	Senior Secured Term Loan A (7.39% (LIBOR + 5.50% with 0.75% LIBOR floor), due 12/31/2017, past due)(13)	77,994		77,994		77,950		2.3%
		Senior Secured Term Loan B (12.39% (LIBOR + 10.50% with 0.75% LIBOR floor), due 12/31/2017, past due)(13)	131,125		131,125		128,039		3.8%
		Senior Secured Term Loan C (18.00% PIK, due on demand)(46)	3,012		3,012		2,560		0.1%
		Warrants (to purchase 4,900 shares of Common Stock, expires 3/22/2030)	—		—		—		—%
					212,131		208,549		6.2%
Janus International Group, LLC	Georgia / Building Products	Second Lien Term Loan (9.49% (LIBOR + 7.75% with 1.00% LIBOR floor), due 2/12/2026)(13)	10,000		9,902		10,000		0.3%
					9,902		10,000		0.3%
JD Power and Associates	California / Capital Markets	Second Lien Term Loan (10.38% (LIBOR + 8.50% with 1.00% LIBOR floor), due 9/7/2024)(3)(8)(13)	20,000		19,792		20,000		0.6%
					19,792		20,000		0.6%
Jefferson Mill CLO Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 7.70%, due 7/20/2027)(5)(6)(14)	19,500		16,286		12,489		0.4%
					16,286		12,489		0.4%
K&N Parent, Inc.	California / Auto Components	Second Lien Term Loan (10.63% (LIBOR + 8.75% with 1.00% LIBOR floor), due 10/21/2024)(3)(8)(13)	13,000		12,786		12,948		0.4%
					12,786		12,948		0.4%
Keystone Acquisition Corp.(36)	Pennsylvania / Health Care Providers & Services	Second Lien Term Loan (11.55% (LIBOR + 9.25% with 1.00% LIBOR floor), due 5/1/2025)(3)(8)(11)	50,000		50,000		50,000		1.5%
					50,000		50,000		1.5%
LCM XIV Ltd.	Cayman Islands / Structured Finance	Income Notes (Residual Interest, current yield 0.00%, due 7/15/2025)(5)(14)(17)	30,500		19,520		13,337		0.4%
					19,520		13,337		0.4%
Madison Park Funding IX, Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 28.65%, due 8/15/2022)(5)(14)	43,110		1,829		1,890		0.1%
					1,829		1,890		0.1%
Maverick Healthcare Equity, LLC	Arizona / Health Care Providers & Services	Preferred Units (10.00%, 1,250,000 units)(16)	—		1,252		507		—%
		Class A Common Units (1,250,000 units)(16)	—		—		—		—%
					1,252		507		—%
MedMark Services, Inc. (51)	Texas / Health Care Providers & Services	Second Lien Term Loan (10.27% (LIBOR + 8.25% with 1.00% LIBOR floor), due 3/1/2025)(8)(11)	7,000		6,930		6,952		0.2%
					6,930		6,952		0.2%
Memorial MRI & Diagnostic, LLC	Texas / Health Care Providers & Services	Senior Secured Term Loan (10.81% (LIBOR + 8.50% with 1.00% LIBOR floor), due 3/16/2022)(11)	37,240		37,240		37,240		1.1%
					37,240		37,240		1.1%
Mountain View CLO 2013-I Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 15.87%, due 10/12/2030)(5)(14)	43,650		27,873		23,699		0.7%
					27,873		23,699		0.7%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



			March 31, 2018 (Unaudited)
Portfolio Company	Locale / Industry	Investments(1)(44)	Principal Value		Amortized Cost		Fair Value(2)		% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS

Non-Control/Non-Affiliate Investments (less than 5.00% voting control)

Mountain View CLO IX Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 13.94%, due 7/15/2027)(5)(6)(14)	$	47,830	$	40,436	$	37,445	1.1%
					40,436		37,445		1.1%
National Home Healthcare Corp.	Michigan / Health Care Providers & Services	Second Lien Term Loan (10.74% (LIBOR + 9.00% with 1.00% LIBOR floor), due 12/8/2022)(3)(8)(13)	15,407		15,228		15,407		0.5%
					15,228		15,407		0.5%
Octagon Investment Partners XV, Ltd.	Cayman Islands / Structured Finance	Income Notes (Residual Interest, current yield 14.76%, due 7/19/2030)(5)(14)	42,064		31,433		26,490		0.8%
					31,433		26,490		0.8%
Octagon Investment Partners 18-R Ltd. (f/k/a Octagon Investment Partners XVIII, Ltd.)	Cayman Islands / Structured Finance	Income Notes (Residual Interest, current yield 15.86%, due 4/16/2031)(5)(6)(14)	46,016		26,236		23,418		0.7%
					26,236		23,418		0.7%
Pacific World Corporation	California / Personal Products	Revolving Line of Credit – $21,000 Commitment (9.06% (LIBOR + 7.25% with 1.00% LIBOR floor), due 9/26/2020)(13)(15)	20,825		20,825		20,825		0.6%
		Senior Secured Term Loan A (7.06% (LIBOR + 5.25% with 1.00% LIBOR floor), due 9/26/2020)(3)(13)	96,500		96,500		93,856		2.8%
		Senior Secured Term Loan B (11.06% (LIBOR + 9.25% with 1.00% LIBOR floor), due 9/26/2020)(3)(13)	96,500		96,500		68,470		2.1%
		Common Stock (6,778,414 units)(16)	—		—		—		—%
					213,825		183,151		5.5%
Pearl Intermediate Parent LLC	Connecticut / Health Care Providers & Services	Second Lien Term Loan (8.03% (LIBOR + 6.25%, due 2/15/2026)(8)(13)	5,000		4,975		5,000		0.1%
					4,975		5,000		0.1%
Pelican Products, Inc.	California / Chemicals	Second Lien Term Loan (10.13% (LIBOR + 8.25% with 1.00% LIBOR floor), due 4/9/2021)(3)(8)(13)	17,500		17,491		17,500		0.5%
					17,491		17,500		0.5%
PeopleConnect Intermediate, LLC (f/k/a Intelius, Inc.)	Washington / Internet Software & Services	Revolving Line of Credit – $1,000 Commitment (11.20% (LIBOR + 9.50% with 1.00% LIBOR floor), due 7/1/2020)(11)(15)	500		500		500		—%
		Senior Secured Term Loan A (8.20% (LIBOR + 6.50% with 1.00% LIBOR floor), due 7/1/2020)(3)(11)	19,069		19,069		19,069		0.6%
		Senior Secured Term Loan B (14.20% (LIBOR + 12.50% with 1.00% LIBOR floor), due 7/1/2020)(3)(11)	20,284		20,284		20,284		0.6%
					39,853		39,853		1.2%
PGX Holdings, Inc.(40)	Utah / Diversified Consumer Services	Second Lien Term Loan (10.89% (LIBOR + 9.00% with 1.00% LIBOR floor), due 9/29/2021)(3)(13)	118,289		118,289		118,289		3.5%
					118,289		118,289		3.5%
PharMerica Corporation	Kentucky / Pharmaceuticals	Second Lien Term Loan (9.46% (LIBOR + 7.75% with 1.00% LIBOR floor), due 12/7/2025)(8)(13)	12,000		11,881		12,000		0.4%
					11,881		12,000		0.4%
Photonis Technologies SAS	France / Electronic Equipment, Instruments & Components	First Lien Term Loan (9.80% (LIBOR + 7.50% with 1.00% LIBOR floor), due 9/18/2019)(8)(11)(14)	12,872		12,407		11,518		0.3%
					12,407		11,518		0.3%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



			March 31, 2018 (Unaudited)
Portfolio Company	Locale / Industry	Investments(1)(44)	Principal Value		Amortized Cost		Fair Value(2)		% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS

Non-Control/Non-Affiliate Investments (less than 5.00% voting control)

PlayPower, Inc.	North Carolina / Leisure Products	Second Lien Term Loan (11.05% (LIBOR + 8.75% with 1.00% LIBOR floor), due 6/23/2022)(3)(8)(11)	$	11,000	$	10,898	$	11,000	0.3%
					10,898		11,000		0.3%
Research Now Group, Inc.	Connecticut / Professional Services	First Lien Term Loan (7.86% (LIBOR + 5.50% with 1.00% LIBOR floor), due 12/20/2024)(8)(10)	10,000		9,518		9,649		0.3%
		Second Lien Term Loan (11.86% (LIBOR + 9.50% with 1.00% LIBOR floor), due 12/20/2025)(8)(10)	50,000		46,610		47,229		1.4%
					56,128		56,878		1.7%
RGIS Services, LLC	Michigan / Commercial Services & Supplies	Senior Secured Term Loan (9.38% (LIBOR + 7.50% with 1.00% LIBOR floor), due 3/31/2023)(3)(8)(13)	30,172		29,558		28,499		0.9%
					29,558		28,499		0.9%
RME Group Holding Company	Florida / Media	Senior Secured Term Loan A (8.31% (LIBOR + 6.00% with 1.00% LIBOR floor), due 5/4/2022)(3)(11)	36,938		36,938		36,938		1.1%
		Senior Secured Term Loan B (13.31% (LIBOR + 11.00% with 1.00% LIBOR floor), due 5/4/2022)(3)(11)	24,813		24,813		24,813		0.7%
					61,751		61,751		1.8%
Rocket Software, Inc.	Massachusetts / Software	Second Lien Term Loan (11.38% (LIBOR + 9.50% with 1.00% LIBOR floor), due 10/14/2024)(3)(8)(11)	50,000		49,188		50,000		1.5%
					49,188		50,000		1.5%
Romark WM-R Ltd. (f/k/a Washington Mill CLO Ltd.)	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 12.49%, due 4/20/2031)(5)(6)(14)	27,725		20,865		17,771		0.5%
					20,865		17,771		0.5%
Rosa Mexicano	New York / Hotels, Restaurants & Leisure	Revolving Line of Credit – $2,500 Commitment (9.80% (LIBOR + 7.50% with 1.50% LIBOR floor), due 3/29/2023(8)(11)(15)	—		—		—		—%
		Senior Secured Term Loan (9.80% (LIBOR + 7.50% with 1.50% LIBOR floor), due 3/29/2023(8)(11)	30,000		30,000		30,000		0.9%
					30,000		30,000		0.9%
SCS Merger Sub, Inc.	Texas / IT Services	Second Lien Term Loan (11.38% (LIBOR + 9.50% with 1.00% LIBOR floor), due 10/30/2023)(3)(8)(13)	20,000		19,586		20,000		0.6%
					19,586		20,000		0.6%
Securus Technologies Holdings, Inc.	Texas / Communications Equipment	Second Lien Term Loan (10.13% (LIBOR + 8.25% with 1.00% LIBOR floor), due 11/01/2025)(8)(13)	40,000		39,855		40,000		1.2%
					39,855		40,000		1.2%
SESAC Holdco II LLC	Tennessee / Media	Second Lien Term Loan (9.13% (LIBOR + 7.25% with 1.00% LIBOR floor), due 2/23/2025)(8)(13)	3,000		2,974		2,974		0.1%
					2,974		2,974		0.1%
Small Business Whole Loan Portfolio(41)	New York / Online Lending	124 Small Business Loans purchased from On Deck Capital, Inc.	288		288		199		—%
					288		199		—%
SMG US Midco	Pennsylvania / Hotels, Restaurants & Leisure	Second Lien Term Loan (8.88% (LIBOR + 7.00%, due 1/23/2026)(8)(13)	7,500		7,482		7,482		0.2%
					7,482		7,482		0.2%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



			March 31, 2018 (Unaudited)
Portfolio Company	Locale / Industry	Investments(1)(44)	Principal Value		Amortized Cost		Fair Value(2)		% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS

Non-Control/Non-Affiliate Investments (less than 5.00% voting control)

Spartan Energy Services, Inc.	Louisiana / Energy Equipment & Services	Senior Secured Term Loan A (7.65% (LIBOR + 6.00% with 1.00% LIBOR floor), due 12/28/2018)(13)	$	13,156	$	12,232	$	12,988	0.4%
		Senior Secured Term Loan B (13.65% PIK (LIBOR + 12.00% with 1.00% LIBOR floor)13.65% PIK, due 12/28/2018)(13)(46)	17,608		15,615		17,250		0.5%
					27,847		30,238		0.9%
Spectrum Holdings III Corp.	Georgia / Health Care Equipment & Supplies	Second Lien Term Loan (8.88% (LIBOR + 7.00% with 1.00% LIBOR floor), due 1/31/2026)(8)(13)	7,500		7,463		7,500		0.2%
					7,463		7,500		0.2%
Strategic Materials	Texas / Household Durables	Second Lien Term Loan (9.52% (LIBOR + 7.75% with 1.00% LIBOR floor), due 11/1/2025)(11)	7,000		6,934		6,934		0.2%
					6,934		6,934		0.2%
Sudbury Mill CLO Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 8.10%, due 1/17/2026)(5)(14)	28,200		18,700		14,514		0.4%
					18,700		14,514		0.4%
Symphony CLO XIV Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 6.70%, due 7/14/2026)(5)(6)(14)	49,250		34,875		28,075		0.8%
					34,875		28,075		0.8%
Symphony CLO XV, Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 11.01%, due 10/17/2026)(5)(14)	50,250		40,170		32,967		1.0%
					40,170		32,967		1.0%
TGP HOLDINGS III LLC	Oregon / Household Durables	Second Lien Term Loan (10.80% (LIBOR + 8.50% with 1.00% LIBOR floor), due 9/25/2025)(8)(11)	3,000		2,958		3,000		0.1%
					2,958		3,000		0.1%
TouchTunes Interactive Networks, Inc.	New York / Internet Software & Services	Second Lien Term Loan (9.94% (LIBOR + 8.25% with 1.00% LIBOR floor), due 5/29/2022)(3)(8)(13)	14,000		13,921		14,000		0.4%
					13,921		14,000		0.4%
Town & Country Holdings, Inc.	New York / Distributors	First Lien Term Loan (10.98% (LIBOR + 9.00% with 1.25% LIBOR floor), due 1/26/2023)(3)(8)(11)	70,000		70,000		70,000		2.1%
					70,000		70,000		2.1%
Transplace Holdings, Inc.	Texas / Transportation Infrastructure	Second Lien Term Loan (10.46% (LIBOR + 8.75% with 1.00% LIBOR floor), due 10/6/2025)(8)(13)	30,923		30,291		30,923		0.9%
					30,291		30,923		0.9%
Turning Point Brands, Inc.(42)	Kentucky / Tobacco	Second Lien Term Loan (8.70% (LIBOR + 7.00% with 0.00% LIBOR floor), due 3/7/2024)(3)(8)(13)	14,500		14,386		13,933		0.4%
					14,386		13,933		0.4%
United Sporting Companies, Inc.(18)	South Carolina / Distributors	Second Lien Term Loan (12.89% (LIBOR + 11.00% with 1.75% LIBOR floor) plus 2.00% PIK, in non-accrual status effective 4/1/2017, due 11/16/2019)(3)(13)	143,717		131,699		47,780		1.4%
		Common Stock (24,967 shares)(16)	—		—		—		—%
					131,699		47,780		1.4%
Universal Fiber Systems, LLC	Virginia / Textiles, Apparel & Luxury Goods	Second Lien Term Loan (11.29% (LIBOR + 9.50% with 1.00% LIBOR floor), due 10/02/2022)(3)(8)(12)	37,000		36,525		37,000		1.1%
					36,525		37,000		1.1%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



			March 31, 2018 (Unaudited)
Portfolio Company	Locale / Industry	Investments(1)(44)	Principal Value		Amortized Cost		Fair Value(2)		% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS

Non-Control/Non-Affiliate Investments (less than 5.00% voting control)

Universal Turbine Parts, LLC	Alabama / Trading Companies & Distributors	Senior Secured Term Loan A (7.32% (LIBOR + 5.75% with 1.00% LIBOR floor), due 7/22/2021)(3)(13)	$	31,525	$	31,525	$	29,080	0.9%
		Senior Secured Term Loan B (13.32% (LIBOR + 11.75% with 1.00% LIBOR floor), due 7/22/2021)(3)(13)	32,500		32,500		28,530		0.9%
					64,025		57,610		1.8%
USG Intermediate, LLC	Texas / Leisure Products	Revolving Line of Credit – $2,500 Commitment (11.14% (LIBOR + 9.25% with 1.50% LIBOR floor), due 8/24/2018)(13)(15)	2,500		2,500		2,500		0.1%
		Senior Secured Term Loan A (8.64% (LIBOR + 6.75% with 1.00% LIBOR floor), due 8/24/2022)(3)(13)	14,070		14,070		14,070		0.4%
		Senior Secured Term Loan B (13.64% (LIBOR + 11.75% with 1.00% LIBOR floor), due 8/24/2022)(3)(13)	21,537		21,537		21,537		0.6%
		Equity(16)	—		1		—		—%
					38,108		38,107		1.1%
UTZ Quality Foods, LLC	Pennsylvania / Food Products	Second Lien Term Loan (9.10% (LIBOR + 7.25%, due 11/21/2025)(8)(13)	10,000		9,880		9,880		0.3%
					9,880		9,880		0.3%
VC GB Holdings, Inc.	Illinois / Household Durables	Subordinated Secured Term Loan (9.88% (LIBOR + 8.00% with 1.00% LIBOR floor), due 2/28/2025)(3)(8)(13)	18,667		18,407		18,667		0.6%
					18,407		18,667		0.6%
Venio LLC	Pennsylvania / Professional Services	Second Lien Term Loan (4.00% plus PIK 10.00% (LIBOR + 7.50% with 2.50% LIBOR floor), due 2/19/2020)(11)(46)	21,510		17,122		18,285		0.5%
					17,122		18,285		0.5%
Voya CLO 2012-2, Ltd.	Cayman Islands / Structured Finance	Income Notes (Residual Interest, current yield 0.00%, due 10/15/2022)(5)(14)(17)	38,070		822		940		—%
					822		940		—%
Voya CLO 2012-3, Ltd.	Cayman Islands / Structured Finance	Income Notes (Residual Interest, current yield 0.00%, due 10/15/2022)(5)(14)(17)	46,632		201		987		—%
					201		987		—%
Voya CLO 2012-4, Ltd.	Cayman Islands / Structured Finance	Income Notes (Residual Interest, current yield 11.84%, due 10/15/2028)(5)(14)	40,613		30,965		28,434		0.8%
					30,965		28,434		0.8%
Voya CLO 2014-1, Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 15.93%, due 4/18/2031)(5)(6)(14)	40,773		28,010		27,489		0.8%
					28,010		27,489		0.8%
Voya CLO 2016-3, Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 11.82%, due 10/18/2027)(5)(6)(14)	28,100		27,178		22,980		0.7%
					27,178		22,980		0.7%
Voya CLO 2017-3, Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 14.32%, due 7/20/2030)(5)(6)(14)	44,885		46,010		43,562		1.3%
					46,010		43,562		1.3%
Wheel Pros, LLC	Colorado / Auto Components	Senior Subordinated Secured Note (11.00% (LIBOR + 7.00% with 4.00% LIBOR floor), due 6/29/2020)(3)(11)	15,300		15,300		15,300		0.5%
		Senior Subordinated Secured Note (11.00% (LIBOR + 7.00% with 4.00% LIBOR floor), due 6/29/2020)(3)(11)	5,460		5,460		5,460		0.2%
					20,760		20,760		0.7%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



			March 31, 2018 (Unaudited)
Portfolio Company	Locale / Industry	Investments(1)(44)	Principal Value		Amortized Cost		Fair Value(2)		% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS

Non-Control/Non-Affiliate Investments (less than 5.00% voting control)

Wink Holdco, Inc.	Texas / Insurance	Second Lien Term Loan (8.24% (LIBOR + 6.75% with 1.00% LIBOR floor), due 12/1/2025)(8)(13)	$	3,000	$	2,986	$	2,986	0.1%
					2,986		2,986		0.1%
	Total Non-Control/Non-Affiliate Investments (Level 3)				$	3,951,787	$	3,680,532	110.0%

		Total Portfolio Investments (Level 3)			$	5,864,967	$	5,719,804	170.9%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



			June 30, 2017
Portfolio Company	Locale / Industry	Investments(1)(45)(49)	Principal Value		Amortized Cost		Fair Value(2)		% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS

Control Investments (greater than 25.00% voting control)(49)

Arctic Energy Services, LLC(37)	Wyoming / Energy Equipment & Services	Class D Units (12.00%, 32,915 units)(16)	$	—	$	31,640	$	17,370	0.5%
		Class E Units (14.00%, 21,080 units)(16)			20,230		—		—%
		Class A Units (14.00%, 700 units)(16)			9,006		—		—%
		Class C Units (10 units)(16)			—		—		—%
					60,876		17,370		0.5%
CCPI Inc.(19)	Ohio / Electronic Equipment, Instruments & Components	Senior Secured Term Loan A (10.00%, due 12/31/2020)(3)	2,966		2,966		2,966		0.1%
		Senior Secured Term Loan B (12.00% plus 7.00% PIK, due 12/31/2020)(3)(46)	18,216		18,216		18,216		0.5%
		Common Stock (14,857 shares)			6,759		21,870		0.7%
					27,941		43,052		1.3%
CP Energy Services Inc.(20)	Oklahoma / Energy Equipment & Services	Series B Convertible Preferred Stock (16.00%, 1,043 shares)(16)			98,273		72,216		2.2%
		Common Stock (2,924 shares)(16)			15,227		—		—%
					113,500		72,216		2.2%
Credit Central Loan Company, LLC(21)	South Carolina / Consumer Finance	Subordinated Term Loan (10.00% plus 10.00% PIK, due 6/26/2019)(14)(46)	51,855		45,255		51,855		1.5%
		Class A Units (10,640,642 units)(14)(16)			13,731		9,881		0.3%
		Net Revenues Interest (25% of Net Revenues)(14)(16)			—		2,699		0.1%
					58,986		64,435		1.9%
Echelon Aviation LLC	New York / Aerospace & Defense	Senior Secured Term Loan (11.75% (LIBOR + 9.75% with 2.00% LIBOR floor) plus 2.25% PIK, due 3/31/2022)(13)(46)	31,055		31,055		31,055		0.9%
		Senior Secured Term Loan (11.00% (LIBOR + 9.00% with 2.00% LIBOR floor) plus 1.00% PIK, due 12/7/2024)(13)(46)	16,044		16,044		16,044		0.5%
		Membership Interest (99%)			22,738		24,219		0.7%
					69,837		71,318		2.1%
Edmentum Ultimate Holdings, LLC(22)	Minnesota / Diversified Consumer Services	Second Lien Revolving Credit Facility to Edmentum, Inc. – $7,834 Commitment (5.00%, due 6/9/2020)(15)	7,834		7,834		7,834		0.2%
		Unsecured Senior PIK Note (8.50% PIK, due 6/9/2020)(46)	6,905		6,905		6,905		0.2%
		Unsecured Junior PIK Note (10.00% PIK, in non-accrual status effective 1/1/2017, due 6/9/2020)	31,870		23,829		31,870		1.0%
		Class A Units (370,964 units)(16)			6,577		286		—%
					45,145		46,895		1.4%
First Tower Finance Company LLC(23)	Mississippi / Consumer Finance	Subordinated Term Loan to First Tower, LLC (10.00% plus 7.00% PIK, due 6/24/2019)(14)(46)	261,114		261,114		261,114		7.8%
		Class A Units (93,997,533 units)(14)(16)			78,481		104,474		3.1%
					339,595		365,588		10.9%
Freedom Marine Solutions, LLC(24)	Louisiana / Energy Equipment & Services	Membership Interest (100%)(16)			42,610		23,994		0.7%
					42,610		23,994		0.7%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



			June 30, 2017
Portfolio Company	Locale / Industry	Investments(1)(45)(49)	Principal Value		Amortized Cost		Fair Value(2)		% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS

Control Investments (greater than 25.00% voting control)(49)

MITY, Inc.(25)	Utah / Commercial Services & Supplies	Senior Secured Note A (10.00% (LIBOR + 7.00% with 3.00% LIBOR floor), due 1/30/2020)(3)(11)	$	26,250	$	26,250	$	26,250	0.8%
		Senior Secured Note B (10.00% (LIBOR + 7.00% with 3.00% LIBOR floor) plus 10.00% PIK, due 1/30/2020)(3)(11)(46)	24,442		24,442		24,442		0.7%
		Subordinated Unsecured Note to Broda Enterprises ULC (10.00%, due on demand)(14)	5,659		7,200		5,659		0.2%
		Common Stock (42,053 shares)			6,849		20,161		0.6%
					64,741		76,512		2.3%
National Property REIT Corp.(26)	Various / Equity Real Estate Investment Trusts (REITs) / Online Lending	Senior Secured Term Loan A (6.00% (LIBOR + 4.00% with 2.00% LIBOR floor) plus 5.50% PIK, due 4/1/2019)(11)(46)	291,315		291,315		291,315		8.7%
		Senior Secured Term Loan E (11.00% (LIBOR + 9.00% with 2.00% LIBOR floor) plus 5.00% PIK, due 4/1/2019)(11)(46)	122,314		122,314		122,314		3.6%
		Senior Secured Term Loan C to ACL Loan Holdings, Inc. (11.00% (LIBOR + 9.00% with 2.00% LIBOR floor) plus 5.00% PIK, due 4/1/2019)(11)(14)(46)	59,722		59,722		59,722		1.8%
		Senior Secured Term Loan C to American Consumer Lending Limited (11.00% (LIBOR + 9.00% with 2.00% LIBOR floor) plus 5.00% PIK, due 12/15/2020)(11)(14)(46)	87,130		87,130		87,130		2.6%
		Common Stock (2,280,992 shares)(16)			229,815		338,046		10.1%
		Net Operating Income Interest (5% of Net Operating Income)			—		88,777		2.6%
					790,296		987,304		29.4%
Nationwide Loan Company LLC(27)	Illinois / Consumer Finance	Senior Subordinated Term Loan to Nationwide Acceptance LLC (10.00% plus 10.00% PIK, due 6/18/2019)(14)(46)	16,819		16,819		16,819		0.5%
		Class A Units (32,456,159 units)(14)			18,183		20,126		0.6%
					35,002		36,945		1.1%
NMMB, Inc.(28)	New York / Media	Senior Secured Note (14.00%, due 5/6/2021)	3,714		3,714		3,714		0.1%
		Senior Secured Note to Armed Forces Communications, Inc. (14.00%, due 5/6/2021)	6,900		6,900		6,900		0.2%
		Series A Preferred Stock (7,200 shares)(16)			7,200		5,713		0.2%
		Series B Preferred Stock (5,669 shares)(16)			5,669		4,498		0.1%
					23,483		20,825		0.6%
R-V Industries, Inc.	Pennsylvania / Machinery	Senior Subordinated Note (10.30% (LIBOR + 9.00% with 1.00% LIBOR floor), due 3/31/2022)(3)(11)	28,622		28,622		28,622		0.9%
		Common Stock (745,107 shares)			6,866		4,056		0.1%
					35,488		32,678		1.0%
SB Forging Company II, Inc. (f/k/a Gulf Coast Machine & Supply Company)(29)	Texas / Energy Equipment & Services	Series A Convertible Preferred Stock (6.50%, 99,000 shares)(16)			—		1,940		0.1%
		Common Stock (100 shares)(16)			—		—		—%
					—		1,940		0.1%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



			June 30, 2017
Portfolio Company	Locale / Industry	Investments(1)(45)(49)	Principal Value		Amortized Cost		Fair Value(2)		% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS

Control Investments (greater than 25.00% voting control)(49)

USES Corp.(30)	Texas / Commercial Services & Supplies	Senior Secured Term Loan A (9.00% PIK, in non-accrual status effective 4/1/2016, due 7/22/2020)	$	31,068	$	28,604	$	12,517	0.4%
		Senior Secured Term Loan B (15.50% PIK, in non-accrual status effective 4/1/2016, due 7/22/2020)	41,475		35,568		—		—%
		Common Stock (268,962 shares)(16)			—		—		—%
					64,172		12,517		0.4%
Valley Electric Company, Inc.(31)	Washington / Construction & Engineering	Senior Secured Note to Valley Electric Co. of Mt. Vernon, Inc. (8.00% (LIBOR + 5.00% with 3.00% LIBOR floor) plus 2.50% PIK, due 12/31/2024)(3)(11)(46)	10,430		10,430		10,430		0.3%
		Senior Secured Note (10.00% plus 8.50% PIK, due 6/23/2024)(46)	25,624		25,624		22,079		0.7%
		Common Stock (50,000 shares)(16)			26,204		—		—%
					62,258		32,509		1.0%
Wolf Energy, LLC(32)	Kansas / Energy Equipment & Services	Membership Interest (100%)(16)			—		—		—%
		Membership Interest in Wolf Energy Services Company, LLC (100%)(16)			6,801		5,662		0.1%
		Net Profits Interest (8% of Equity Distributions)(4)(16)			—		15		—%
					6,801		5,677		0.1%
Total Control Investments (Level 3)					$	1,840,731	$	1,911,775	57.0%



Affiliate Investments (5.00% to 24.99% voting control)(50)

Nixon, Inc.(39)	California / Textiles, Apparel & Luxury Goods	Senior Secured Term Loan (11.50% PIK, in non-accrual status effective 7/1/2016, due 11/12/2022)(8)	$	16,499	$	14,197	$	—	—%
		Common Stock (857 units)(16)	—		—		—		—%
					14,197		—		—%
Targus Cayman HoldCo Limited(33)	California / Textiles, Apparel & Luxury Goods	Senior Secured Term Loan A (15.00% PIK, due 12/31/2019)(8)(46)	1,532		1,320		1,532		—%
		Senior Secured Term Loan B (15.00% PIK, due 12/31/2019)(8)(46)	4,596		3,961		4,596		0.1%
		Common Stock (1,262,737 shares)(16)			3,479		5,301		0.1%
					8,760		11,429		0.3%
Total Affiliate Investments (Level 3)					$	22,957	$	11,429	0.3%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



			June 30, 2017
Portfolio Company	Locale / Industry	Investments(1)	Principal Value		Amortized Cost		Fair Value(2)		% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS

Non-Control/Non-Affiliate Investments (less than 5.00% voting control)

American Gilsonite Company(34)	Utah / Chemicals	Membership Interest (1.93%)(16)	$	—	$	—	$	—	—%
					—		—		—%
Apidos CLO IX	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 0.00%, due 7/15/2023)(5)(14)(17)	23,525		7,597		7,597		0.2%
					7,597		7,597		0.2%
Apidos CLO XI	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 9.54%, due 10/17/2028)(5)(14)	40,500		30,494		24,777		0.7%
					30,494		24,777		0.7%
Apidos CLO XII	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 5.73%, due 4/15/2025)(5)(14)	44,063		30,745		26,047		0.8%
					30,745		26,047		0.8%
Apidos CLO XV	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 12.29%, due 10/20/2025)(5)(14)	36,515		29,491		26,083		0.8%
					29,491		26,083		0.8%
Apidos CLO XXII	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 14.51%, due 10/20/2027)(5)(6)(14)	31,350		26,991		25,432		0.8%
					26,991		25,432		0.8%
Ark-La-Tex Wireline Services, LLC(32)	Louisiana / Energy Equipment & Services	Senior Secured Term Loan B (12.73% (LIBOR + 11.50% with 1.00% LIBOR floor), in non-accrual status effective 4/1/2016, due 4/8/2019)(13)	26,080		1,630		1,630		—%
					1,630		1,630		—%
Armor Holding II LLC	New York / Commercial Services & Supplies	Second Lien Term Loan (10.30% (LIBOR + 9.00% with 1.25% LIBOR floor), due 12/26/2020)(3)(8)(11)	7,000		6,928		7,000		0.2%
					6,928		7,000		0.2%
Atlantis Health Care Group (Puerto Rico), Inc.	Puerto Rico / Health Care Providers & Services	Revolving Line of Credit – $7,000 Commitment (9.50% (LIBOR + 8.00% with 1.50% LIBOR floor), due 8/21/2018)(11)(15)	3,850		3,850		3,850		0.1%
		Senior Term Loan (9.50% (LIBOR + 8.00% with 1.50% LIBOR floor), due 2/21/2020)(3)(11)	79,560		79,560		79,560		2.4%
					83,410		83,410		2.5%
Babson CLO Ltd. 2014-III	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 15.01%, due 1/15/2026)(5)(6)(14)	52,250		42,101		39,001		1.2%
					42,101		39,001		1.2%
Broder Bros., Co.	Pennsylvania / Textiles, Apparel & Luxury Goods	Senior Secured Term Loan A (7.05% (LIBOR + 5.75% with 1.25% LIBOR floor), due 6/03/2021)(3)(11)	110,876		110,876		110,876		3.3%
		Senior Secured Term Loan B (13.55% (LIBOR + 12.25% with 1.25% LIBOR floor), due 6/03/2021)(11)	114,901		114,901		114,901		3.4%
					225,777		225,777		6.7%
Brookside Mill CLO Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 1.29%, due 4/17/2025)(5)(14)	26,000		17,178		14,022		0.4%
					17,178		14,022		0.4%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



			June 30, 2017
Portfolio Company	Locale / Industry	Investments(1)	Principal Value		Amortized Cost		Fair Value(2)		% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS

Non-Control/Non-Affiliate Investments (less than 5.00% voting control)

California Street CLO IX Ltd. (f/k/a Symphony CLO IX Ltd.)	Cayman Islands / Structured Finance	Preference Shares (Residual Interest, current yield 13.82%, due 10/16/2028)(5)(14)	$	58,915	$	40,792	$	35,758	1.1%
					40,792		35,758		1.1%
Capstone Logistics Acquisition, Inc.	Georgia / Commercial Services & Supplies	Second Lien Term Loan (9.48% (LIBOR + 8.25% with 1.00% LIBOR floor), due 10/7/2022)(3)(8)(13)	101,517		101,071		98,468		2.9%
					101,071		98,468		2.9%
Carlyle Global Market Strategies CLO 2014-4, Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 21.61%, due 10/15/2026)(5)(6)(14)	25,534		19,494		19,757		0.6%
					19,494		19,757		0.6%
Carlyle Global Market Strategies CLO 2016-3, Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 15.04%, due 10/20/2029)(5)(6)(14)	32,200		31,449		26,745		0.8%
					31,449		26,745		0.8%
Cent CLO 17 Limited	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 10.00%, due 1/30/2025)(5)(14)	24,870		18,100		16,708		0.5%
					18,100		16,708		0.5%
Cent CLO 20 Limited	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 15.81%, due 1/25/2026)(5)(14)	40,275		32,105		32,148		1.0%
					32,105		32,148		1.0%
Cent CLO 21 Limited	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 15.47%, due 7/27/2026)(5)(6)(14)	48,528		36,659		36,178		1.1%
					36,659		36,178		1.1%
Centerfield Media Holding Company(35)	California / Internet Software and Services	Senior Secured Term Loan A (8.30% (LIBOR + 7.00% with 1.00% LIBOR floor), due 1/17/2022)(3)(8)(11)	67,320		67,320		67,320		2.0%
		Senior Secured Term Loan B (13.80% (LIBOR + 12.50% with 1.00% LIBOR floor), due 1/17/2022)(8)(11)	68,000		68,000		68,000		2.0%
					135,320		135,320		4.0%
CIFC Funding 2013-III, Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 15.42%, due 10/24/2025)(5)(14)	44,100		31,233		30,265		0.9%
					31,233		30,265		0.9%
CIFC Funding 2013-IV, Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 16.16%, due 11/27/2024)(5)(14)	45,500		32,859		32,708		1.0%
					32,859		32,708		1.0%
CIFC Funding 2014-IV Investor, Ltd.	Cayman Islands / Structured Finance	Income Notes (Residual Interest, current yield 13.85%, due 10/17/2026)(5)(6)(14)	41,500		30,002		29,139		0.9%
					30,002		29,139		0.9%
CIFC Funding 2016-I, Ltd.	Cayman Islands / Structured Finance	Income Notes (Residual Interest, current yield 16.33%, due 10/21/2028)(5)(6)(14)	34,000		31,780		29,513		0.9%
					31,780		29,513		0.9%
Cinedigm DC Holdings, LLC	New York / Media	Senior Secured Term Loan (11.00% (LIBOR + 9.00% with 2.00% LIBOR floor) plus 2.50% PIK, due 3/31/2021)(11)(46)	49,156		49,106		49,156		1.5%
					49,106		49,156		1.5%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



			June 30, 2017
Portfolio Company	Locale / Industry	Investments(1)	Principal Value		Amortized Cost		Fair Value(2)		% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS

Non-Control/Non-Affiliate Investments (less than 5.00% voting control)

Coverall North America, Inc.	Florida / Commercial Services & Supplies	Senior Secured Term Loan A (7.30% (LIBOR + 6.00% with 1.00% LIBOR floor), due 11/02/2020)(3)(11)	$	22,658	$	22,658	$	22,658	0.7%
		Senior Secured Term Loan B (12.30% (LIBOR + 11.00% with 1.00% LIBOR floor), due 11/02/2020)(3)(11)	24,938		24,938		24,938		0.7%
					47,596		47,596		1.4%
CURO Financial Technologies Corp.	Canada / Consumer Finance	Senior Secured Notes (12.00%, due 3/1/2022)(8)(14)	10,000		9,831		10,000		0.3%
					9,831		10,000		0.3%
Digital Room LLC	California / Commercial Services & Supplies	Second Lien Term Loan (11.23% (LIBOR + 10.00% with 1.00% LIBOR floor), due 5/21/2023)(3)(8)(13)	34,000		33,389		33,389		1.0%
					33,389		33,389		1.0%
Dunn Paper, Inc.	Georgia / Paper & Forest Products	Second Lien Term Loan (9.98% (LIBOR + 8.75% with 1.00% LIBOR floor), due 8/26/2023)(3)(8)(13)	11,500		11,295		11,500		0.3%
					11,295		11,500		0.3%
Easy Gardener Products, Inc.	Texas / Household Durables	Senior Secured Term Loan (11.30% (LIBOR + 10.00% with .25% LIBOR floor), due 9/30/2020)(3)(11)	17,194		17,194		17,066		0.5%
					17,194		17,066		0.5%
EZShield Parent, Inc.	Maryland / Internet Software & Services	Senior Secured Term Loan A (7.98% (LIBOR + 6.75% with 1.00% LIBOR floor), due 2/26/2021)(3)(13)	14,963		14,963		14,963		0.4%
		Senior Secured Term Loan B (12.98% (LIBOR + 11.75% with 1.00% LIBOR floor), due 2/26/2021)(3)(13)	15,000		15,000		15,000		0.5%
					29,963		29,963		0.9%
Fleetwash, Inc.	New Jersey / Commercial Services & Supplies	Senior Secured Term Loan B (10.30% (LIBOR + 9.00% with 1.00% LIBOR floor), due 4/30/2022)(3)(11)	21,544		21,544		21,544		0.6%
		Delayed Draw Term Loan – $15,000 Commitment (9.80% (LIBOR + 8.50% with 1.00% LIBOR floor)expires 4/30/2022)(11)(15)	—		—		—		—%
					21,544		21,544		0.6%
Galaxy XV CLO, Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 12.14%, due 4/15/2025)(5)(14)	50,525		33,887		33,794		1.0%
					33,887		33,794		1.0%
Galaxy XVI CLO, Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 11.71%, due 11/16/2025)(5)(14)	24,575		17,854		16,611		0.5%
					17,854		16,611		0.5%
Galaxy XVII CLO, Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 10.14%, due 7/15/2026)(5)(6)(14)	39,905		29,502		26,833		0.8%
					29,502		26,833		0.8%
Global Employment Solutions, Inc.	Colorado / Professional Services	Senior Secured Term Loan (10.48% (LIBOR + 9.25% with 1.00% LIBOR floor), due 6/26/2020)(3)(13)	48,131		48,131		48,131		1.4%
					48,131		48,131		1.4%
Halcyon Loan Advisors Funding 2012-1 Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 0.00%, due 8/15/2023)(5)(14)(17)	23,188		5,086		5,086		0.2%
					5,086		5,086		0.2%
Halcyon Loan Advisors Funding 2013-1 Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 5.76%, due 4/15/2025)(5)(14)	40,400		26,949		23,937		0.7%
					26,949		23,937		0.7%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



			June 30, 2017
Portfolio Company	Locale / Industry	Investments(1)	Principal Value		Amortized Cost		Fair Value(2)		% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS

Non-Control/Non-Affiliate Investments (less than 5.00% voting control)

Halcyon Loan Advisors Funding 2014-1 Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 9.70%, due 4/18/2026)(5)(14)	$	24,500	$	15,982	$	15,984	0.5%
					15,982		15,984		0.5%
Halcyon Loan Advisors Funding 2014-2 Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 14.39%, due 4/28/2025)(5)(6)(14)	41,164		27,617		27,869		0.8%
					27,617		27,869		0.8%
Halcyon Loan Advisors Funding 2015-3 Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 15.09%, due 10/18/2027)(5)(6)(14)	39,598		34,205		34,938		1.0%
					34,205		34,938		1.0%
Harbortouch Payments, LLC	Pennsylvania / Commercial Services & Supplies	Escrow Receivable			—		864		—%
					—		864		—%
HarbourView CLO VII, Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 19.25%, due 11/18/2026)(5)(6)(14)	19,025		14,955		14,047		0.4%
					14,955		14,047		0.4%
Harley Marine Services, Inc.	Washington / Marine	Second Lien Term Loan (10.50% (LIBOR + 9.25% with 1.25% LIBOR floor), due 12/20/2019)(3)(8)(11)	9,000		8,919		8,800		0.3%
					8,919		8,800		0.3%
Inpatient Care Management Company, LLC	Florida / Health Care Providers & Services	Senior Secured Term Loan (10.30% (LIBOR + 9.00% with 1.00% LIBOR floor), due 6/8/2021(3)(11)	25,467		25,467		25,467		0.8%
					25,467		25,467		0.8%
Instant Web, LLC	Minnesota / Media	Senior Secured Term Loan A (5.80% (LIBOR + 4.50% with 1.00% LIBOR floor), due 3/28/2019)(11)	120,948		120,948		120,948		3.6%
		Senior Secured Term Loan B (12.30% (LIBOR + 11.00% with 1.00% LIBOR floor), due 3/28/2019)(3)(11)	158,100		158,100		158,100		4.7%
		Senior Secured Term Loan C-1 (13.05% (LIBOR + 11.75% with 1.00% LIBOR floor), due 3/28/2019)(11)	27,000		27,000		27,000		0.8%
		Senior Secured Term Loan C-2 (13.80% (LIBOR + 12.50% with 1.00% LIBOR floor), due 3/28/2019)(11)	25,000		25,000		25,000		0.8%
					331,048		331,048		9.9%
InterDent, Inc.	California / Health Care Providers & Services	Senior Secured Term Loan A (6.73% (LIBOR + 5.50% with 0.75% LIBOR floor), due 8/3/2017)(13)	78,656		78,656		78,656		2.3%
		Senior Secured Term Loan B (11.73% (LIBOR + 10.50% with 0.75% LIBOR floor), due 8/3/2017)(3)(13)	131,125		131,125		129,857		3.9%
					209,781		208,513		6.2%
JD Power and Associates	California / Capital Markets	Second Lien Term Loan (9.80% (LIBOR + 8.50% with 1.00% LIBOR floor), due 9/7/2024)(3)(8)(11)	15,000		14,796		15,000		0.4%
					14,796		15,000		0.4%
Jefferson Mill CLO Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 10.45%, due 7/20/2027)(5)(6)(14)	19,500		16,501		13,507		0.4%
					16,501		13,507		0.4%
K&N Parent, Inc.	California / Auto Components	Second Lien Term Loan (9.98% (LIBOR + 8.75% with 1.00% LIBOR floor), due 10/20/2024)(3)(8)(13)	13,000		12,762		13,000		0.4%
					12,762		13,000		0.4%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



			June 30, 2017
Portfolio Company	Locale / Industry	Investments(1)	Principal Value		Amortized Cost		Fair Value(2)		% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS

Non-Control/Non-Affiliate Investments (less than 5.00% voting control)

Keystone Acquisition Corp.(36)	Pennsylvania / Health Care Providers & Services	Second Lien Term Loan (10.55% (LIBOR + 9.25% with 1.00% LIBOR floor), due 5/1/2025)(3)(8)(11)	$	50,000	$	50,000	$	50,000	1.5%
					50,000		50,000		1.5%
LaserShip, Inc.	Virginia / Air Freight & Logistics	Senior Secured Term Loan A (10.25% (LIBOR + 8.25% with 2.00% LIBOR floor), due 3/18/2019)(3)(13)	32,184		32,184		32,184		1.0%
		Senior Secured Term Loan B (10.25% (LIBOR + 8.25% with 2.00% LIBOR floor), due 3/18/2019)(3)(13)	19,768		19,768		19,768		0.5%
					51,952		51,952		1.5%
LCM XIV Ltd.	Cayman Islands / Structured Finance	Income Notes (Residual Interest, current yield 14.99%, due 7/15/2025)(5)(14)	30,500		21,243		21,567		0.6%
					21,243		21,567		0.6%
Madison Park Funding IX, Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 11.49%, due 8/15/2022)(5)(14)	43,110		8,558		8,472		0.3%
					8,558		8,472		0.3%
Matrixx Initiatives, Inc.	New Jersey / Pharmaceuticals	Senior Secured Term Loan A (7.80% (LIBOR + 6.50% with 1.00% LIBOR floor), due 2/24/2020)(3)(11)	65,427		65,427		65,427		2.0%
		Senior Secured Term Loan B (12.80% (LIBOR + 11.50% with 1.00% LIBOR floor), due 2/24/2020)(3)(11)	52,562		52,562		52,562		1.6%
					117,989		117,989		3.6%
Maverick Healthcare Equity, LLC	Arizona / Health Care Providers & Services	Preferred Units (10.00%, 1,250,000 units)(16)			1,252		782		—%
		Class A Common Units (1,250,000 units)(16)			—		—		—%
					1,252		782		—%
Memorial MRI & Diagnostic, LLC	Texas / Health Care Providers & Services	Senior Secured Term Loan (9.80% (LIBOR + 8.50% with 1.00% LIBOR floor), due 3/16/2022)(11)	37,810		37,810		37,810		1.1%
					37,810		37,810		1.1%
Mountain View CLO 2013-I Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 9.43%, due 4/12/2024)(5)(14)	43,650		28,554		26,314		0.8%
					28,554		26,314		0.8%
Mountain View CLO IX Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 14.70%, due 7/15/2027)(5)(6)(14)	47,830		40,832		39,857		1.2%
					40,832		39,857		1.2%
National Home Healthcare Corp.	Michigan / Health Care Providers & Services	Second Lien Term Loan (10.08% (LIBOR + 9.00% with 1.00% LIBOR floor), due 12/8/2022)(3)(8)(13)	15,407		15,199		15,407		0.5%
					15,199		15,407		0.5%
NCP Finance Limited Partnership(38)	Ohio / Consumer Finance	Subordinated Secured Term Loan (11.00% (LIBOR + 9.75% with 1.25% LIBOR floor), due 9/30/2018)(3)(8)(13)(14)	26,880		26,455		25,973		0.8%
					26,455		25,973		0.8%
Octagon Investment Partners XV, Ltd.	Cayman Islands / Structured Finance	Income Notes (Residual Interest, current yield 13.13%, due 1/19/2025)(5)(14)	42,064		29,704		24,250		0.7%
					29,704		24,250		0.7%
Octagon Investment Partners XVIII, Ltd.	Cayman Islands / Structured Finance	Income Notes (Residual Interest, current yield 15.36%, due 12/16/2024)(5)(6)(14)	28,200		18,468		17,415		0.5%
					18,468		17,415		0.5%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



			June 30, 2017
Portfolio Company	Locale / Industry	Investments(1)	Principal Value		Amortized Cost		Fair Value(2)		% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS

Non-Control/Non-Affiliate Investments (less than 5.00% voting control)

Pacific World Corporation	California / Personal Products	Revolving Line of Credit – $15,000 Commitment (8.23% (LIBOR + 7.00% with 1.00% LIBOR floor), due 9/26/2020)(13)(15)	$	14,725	$	14,725	$	14,725	0.4%
		Senior Secured Term Loan A (6.23% (LIBOR + 5.00% with 1.00% LIBOR floor), due 9/26/2020)(3)(13)	97,250		97,250		94,834		2.8%
		Senior Secured Term Loan B (10.23% (LIBOR + 9.00% with 1.00% LIBOR floor), due 9/26/2020)(3)(13)	97,250		97,250		69,450		2.1%
					209,225		179,009		5.3%
Pelican Products, Inc.	California / Chemicals	Second Lien Term Loan (9.55% (LIBOR + 8.25% with 1.00% LIBOR floor), due 4/9/2021)(3)(8)(11)	17,500		17,489		16,699		0.5%
					17,489		16,699		0.5%
PeopleConnect Intermediate, LLC (f/k/a Intelius, Inc.)	Washington / Internet Software & Services	Revolving Line of Credit – $1,000 Commitment (9.80% (LIBOR + 8.50% with 1.00% LIBOR floor), due 8/11/2017)(11)(15)	—		—		—		—%
		Senior Secured Term Loan A (6.80% (LIBOR + 5.50% with 1.00% LIBOR floor), due 7/1/2020)(3)(11)	19,606		19,606		19,606		0.6%
		Senior Secured Term Loan B (12.80% (LIBOR + 11.50% with 1.00% LIBOR floor), due 7/1/2020)(3)(11)	20,552		20,552		20,552		0.6%
					40,158		40,158		1.2%
PGX Holdings, Inc.(40)	Utah / Diversified Consumer Services	Second Lien Term Loan (10.23% (LIBOR + 9.00% with 1.00% LIBOR floor), due 9/29/2021)(3)(13)	143,767		143,767		143,767		4.3%
					143,767		143,767		4.3%
Photonis Technologies SAS	France / Electronic Equipment, Instruments & Components	First Lien Term Loan (8.80% (LIBOR + 7.50% with 1.00% LIBOR floor), due 9/18/2019)(8)(11)(14)	9,872		9,755		8,794		0.3%
					9,755		8,794		0.3%
Pinnacle (US) Acquisition Co. Limited	Texas / Software	Second Lien Term Loan (10.55% (LIBOR + 9.25% with 1.25% LIBOR floor), due 8/3/2020)(8)(11)	7,037		6,947		5,150		0.2%
					6,947		5,150		0.2%
PlayPower, Inc.	North Carolina / Leisure Products	Second Lien Term Loan (10.05% (LIBOR + 8.75% with 1.00% LIBOR floor), due 6/23/2022)(3)(8)(11)	11,000		10,880		11,000		0.3%
					10,880		11,000		0.3%
PrimeSport, Inc.	Georgia / Hotels, Restaurants & Leisure	Senior Secured Term Loan A (8.30% (LIBOR + 7.00% with 1.00% LIBOR floor), due 2/11/2021)(3)(11)	53,138		53,138		49,312		1.5%
		Senior Secured Term Loan B (13.30% (LIBOR + 12.00% with 1.00% LIBOR floor), due 2/11/2021)(3)(11)	74,500		74,500		54,585		1.6%
					127,638		103,897		3.1%
Prince Mineral Holding Corp.	New York / Metals & Mining	Senior Secured Term Loan (11.50%, due 12/15/2019)(8)	10,000		9,953		10,000		0.3%
					9,953		10,000		0.3%
RGIS Services, LLC	Michigan / Commercial Services & Supplies	Senior Secured Term Loan (8.80% (LIBOR + 7.50% with 1.00% LIBOR floor), due 3/31/2023)(8)(11)	14,963		14,744		14,744		0.4%
					14,744		14,744		0.4%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



			June 30, 2017
Portfolio Company	Locale / Industry	Investments(1)	Principal Value		Amortized Cost		Fair Value(2)		% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS

Non-Control/Non-Affiliate Investments (less than 5.00% voting control)

RME Group Holding Company	Florida / Media	Revolving Line of Credit – $2,000 Commitment (9.30% (LIBOR + 8.00% with 1.00% LIBOR floor), due 8/4/2017)(11)(15)	$	—	$	—	$	—	—%
		Senior Secured Term Loan A (7.30% (LIBOR + 6.00% with 1.00% LIBOR floor), due 5/4/2022)(3)(11)	37,500		37,500		37,500		1.1%
		Senior Secured Term Loan B (12.30% (LIBOR + 11.00% with 1.00% LIBOR floor), due 5/4/2022)(3)(11)	25,000		25,000		25,000		0.8%
					62,500		62,500		1.9%
Rocket Software, Inc.	Massachusetts / Software	Second Lien Term Loan (10.80% (LIBOR + 9.50% with 1.00% LIBOR floor), due 10/14/2024)(3)(8)(11)	50,000		49,094		50,000		1.5%
					49,094		50,000		1.5%
SCS Merger Sub, Inc.	Texas / IT Services	Second Lien Term Loan (10.73% (LIBOR + 9.50% with 1.00% LIBOR floor), due 10/30/2023)(3)(8)(13)	20,000		19,531		20,000		0.6%
					19,531		20,000		0.6%
SESAC Holdco II LLC	Tennessee / Media	Second Lien Term Loan (8.37% (LIBOR + 7.25% with 1.00% LIBOR floor), due 2/23/2025)(8)(12)	3,000		2,971		2,971		0.1%
					2,971		2,971		0.1%
Small Business Whole Loan Portfolio(41)	New York / Online Lending	781 Small Business Loans purchased from On Deck Capital, Inc.	8,434		8,434		7,964		0.2%
					8,434		7,964		0.2%
Spartan Energy Services, Inc.	Louisiana / Energy Equipment & Services	Senior Secured Term Loan A (7.23% (LIBOR + 6.00% with 1.00% LIBOR floor), in non-accrual status effective 4/1/2016, due 12/28/2018)(13)	13,156		11,933		8,833		0.3%
		Senior Secured Term Loan B (13.23% (LIBOR + 12.00% with 1.00% LIBOR floor), in non-accrual status effective 4/1/2016, due 12/28/2018)(13)	16,101		13,669		—		—%
					25,602		8,833		0.3%
Stryker Energy, LLC	Ohio / Oil, Gas & Consumable Fuels	Overriding Royalty Interests(43)			—		—		—%
					—		—		—%
Sudbury Mill CLO Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 10.70%, due 1/17/2026)(5)(14)	28,200		19,519		17,304		0.5%
					19,519		17,304		0.5%
Symphony CLO XIV Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 10.41%, due 7/14/2026)(5)(6)(14)	49,250		36,668		33,744		1.0%
					36,668		33,744		1.0%
Symphony CLO XV, Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 13.68%, due 10/17/2026)(5)(14)	50,250		41,383		38,123		1.1%
					41,383		38,123		1.1%
TouchTunes Interactive Networks, Inc.	New York / Internet Software & Services	Second Lien Term Loan (9.47% (LIBOR + 8.25% with 1.00% LIBOR floor), due 5/29/2022)(3)(8)(11)	14,000		13,907		13,907		0.4%
					13,907		13,907		0.4%
Traeger Pellet Grills LLC	Oregon / Household Durables	Senior Secured Term Loan A (6.50% (LIBOR + 4.50% with 2.00% LIBOR floor), due 6/18/2019)(3)(11)	53,094		53,094		53,094		1.6%
		Senior Secured Term Loan B (11.50% (LIBOR + 9.50% with 2.00% LIBOR floor), due 6/18/2019)(3)(11)	56,031		56,031		56,031		1.6%
					109,125		109,125		3.2%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



			June 30, 2017
Portfolio Company	Locale / Industry	Investments(1)	Principal Value		Amortized Cost		Fair Value(2)		% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS

Non-Control/Non-Affiliate Investments (less than 5.00% voting control)

Transaction Network Services, Inc.	Virginia / Diversified Telecommunication Services	Second Lien Term Loan (9.23% (LIBOR + 8.00% with 1.00% LIBOR floor), due 8/14/2020)(3)(8)(13)	$	4,410	$	4,395	$	4,410	0.1%
					4,395		4,410		0.1%
Turning Point Brands, Inc.(42)	Kentucky / Tobacco	Second Lien Term Loan (11.00%, due 8/17/2022)(3)(8)	14,500		14,365		14,431		0.4%
					14,365		14,431		0.4%
United Sporting Companies, Inc.(18)	South Carolina / Distributors	Second Lien Term Loan (12.75% (LIBOR + 11.00% with 1.75% LIBOR floor) plus 2.00% PIK, in non-accrual status effective 4/1/2017, due 11/16/2019)(3)(13)	141,559		140,847		83,225		2.5%
		Common Stock (24,967 shares)(16)			—		—		—%
					140,847		83,225		2.5%
Universal Fiber Systems, LLC	Virginia / Textiles, Apparel & Luxury Goods	Second Lien Term Loan (10.76% (LIBOR + 9.50% with 1.00% LIBOR floor), due 10/02/2022)(3)(8)(12)	37,000		36,446		37,000		1.1%
					36,446		37,000		1.1%
Universal Turbine Parts, LLC	Alabama / Trading Companies & Distributors	Senior Secured Term Loan A (6.98% (LIBOR + 5.75% with 1.00% LIBOR floor), due 7/22/2021)(3)(13)	32,013		32,013		32,013		1.0%
		Senior Secured Term Loan B (12.98% (LIBOR + 11.75% with 1.00% LIBOR floor), due 7/22/2021)(3)(13)	32,500		32,500		32,500		0.9%
					64,513		64,513		1.9%
USG Intermediate, LLC	Texas / Leisure Products	Revolving Line of Credit – $2,500 Commitment (10.98% (LIBOR + 9.75% with 1.00% LIBOR floor), due 4/15/2018)(13)(15)	1,000		1,000		1,000		—%
		Senior Secured Term Loan A (8.48% (LIBOR + 7.25% with 1.00% LIBOR floor), due 4/15/2020)(3)(13)	13,307		13,307		13,307		0.4%
		Senior Secured Term Loan B (13.48% (LIBOR + 12.25% with 1.00% LIBOR floor), due 4/15/2020)(3)(13)	18,897		18,897		18,897		0.6%
		Equity(16)			1		—		—%
					33,205		33,204		1.0%
VC GB Holdings, Inc.	Illinois / Household Durables	Subordinated Secured Term Loan (9.23% (LIBOR + 8.00% with 1.00% LIBOR floor), due 2/28/2025)(8)(13)	20,000		19,712		19,992		0.6%
					19,712		19,992		0.6%
Venio LLC	Pennsylvania / Professional Services	Second Lien Term Loan (4.00% plus PIK 10.00% (LIBOR + 7.50% with 2.50% LIBOR floor), in non-accrual status effective 12/31/15, due 2/19/2020)(11)	20,442		16,111		16,342		0.5%
					16,111		16,342		0.5%
Voya CLO 2012-2, Ltd.	Cayman Islands / Structured Finance	Income Notes (Residual Interest, current yield 0.00%, due 10/15/2022)(5)(14)(17)	38,070		22,667		22,667		0.7%
					22,667		22,667		0.7%
Voya CLO 2012-3, Ltd.	Cayman Islands / Structured Finance	Income Notes (Residual Interest, current yield 0.00%, due 10/15/2022)(5)(14)(17)	46,632		26,445		26,445		0.8%
					26,445		26,445		0.8%
Voya CLO 2012-4, Ltd.	Cayman Islands / Structured Finance	Income Notes (Residual Interest, current yield 14.13%, due 10/15/2028)(5)(14)	40,613		31,018		30,544		0.9%
					31,018		30,544		0.9%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



			June 30, 2017
Portfolio Company	Locale / Industry	Investments(1)	Principal Value		Amortized Cost		Fair Value(2)		% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS

Non-Control/Non-Affiliate Investments (less than 5.00% voting control)

Voya CLO 2014-1, Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 15.96%, due 4/18/2026)(5)(6)(14)	$	32,383	$	24,613	$	26,177	0.8%
					24,613		26,177		0.8%
Voya CLO 2016-3, Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 12.55%, due 10/18/2027)(5)(6)(14)	28,100		27,130		23,497		0.7%
					27,130		23,497		0.7%
Voya CLO 2017-3, Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 14.89%, due 7/20/2030)(5)(6)(14)	44,885		44,885		44,670		1.3%
					44,885		44,670		1.3%
Washington Mill CLO Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 8.53%, due 4/20/2026)(5)(6)(14)	22,600		16,711		14,182		0.4%
					16,711		14,182		0.4%
Water Pik, Inc.	Colorado / Personal Products	Second Lien Term Loan (10.05% (LIBOR + 8.75% with 1.00% LIBOR floor), due 1/8/2021)(3)(8)(11)	13,739		13,473		13,739		0.4%
					13,473		13,739		0.4%
Wheel Pros, LLC	Colorado / Auto Components	Senior Subordinated Secured Note (11.00% (LIBOR + 7.00% with 4.00% LIBOR floor), due 6/29/2020)(3)(11)	12,000		12,000		12,000		0.4%
		Senior Subordinated Secured Note (11.00% (LIBOR + 7.00% with 4.00% LIBOR floor), due 6/29/2020)(3)(11)	5,460		5,460		5,460		0.2%
					17,460		17,460		0.6%
Total Non-Control/Non-Affiliate Investments (Level 3)					$	4,117,868	$	3,915,101	116.7%

Total Portfolio Investments (Level 3)					$	5,981,556	$	5,838,305	174.0%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)

Endnote Explanations as of March 31, 2018 (Unaudited) and June 30, 2017

(1)

The terms “Prospect,” “we,” “us” and “our” mean Prospect Capital Corporation and its subsidiaries unless the context specifically requires otherwise. The securities in which Prospect has invested were acquired in transactions that were exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). These securities may be resold only in transactions that are exempt from registration under the Securities Act.

(2)

Fair value is determined by or under the direction of our Board of Directors. As of March 31, 2018 and June 30, 2017, all of our investments were valued using significant unobservable inputs. In accordance with ASC 820, such investments are classified as Level 3 within the fair value hierarchy. See Notes 2 and 3 within the accompanying notes to consolidated financial statements for further discussion.

(3)

Security, or a portion thereof, is held by Prospect Capital Funding LLC (“PCF”), our wholly-owned subsidiary and a bankruptcy remote special purpose entity, and is pledged as collateral for the Revolving Credit Facility and such security is not available as collateral to our general creditors (see Note 4). The fair values of the investments held by PCF at March 31, 2018 and June 30, 2017 were $1,202,305 and $1,513,413, respectively, representing 21.0% and 25.9% of our total investments, respectively.


(4)	In addition to the stated returns, the net profits interest held will be realized upon sale of the borrower or a sale of the interests.

(5)

This investment is in the equity class of the collateralized loan obligation (“CLO”) security. The CLO equity investments are entitled to recurring distributions which are generally equal to the excess cash flow generated from the underlying investments after payment of the contractual payments to debt holders and fund expenses. The current estimated yield, calculated using amortized cost, is based on the current projections of this excess cash flow taking into account assumptions which have been made regarding expected prepayments, losses and future reinvestment rates. These assumptions are periodically reviewed and adjusted. Ultimately, the actual yield may be higher or lower than the estimated yield if actual results differ from those used for the assumptions.


(6)	Co-investment with another fund managed by an affiliate of our investment adviser, Prospect Capital Management L.P. See Note 13 for further discussion.


(7)	Engine Group. Inc., Clearstream.TV. Inc., and ORC International, Inc., are joint borrowers on the senior secured and the second lien term loans.


(8)	Syndicated investment which was originated by a financial institution and broadly distributed.


(9)	Autodata, Inc. and Autodata Solutions, Inc. are joint borrowers.


(10)	The interest rate on these investments is subject to the base rate of 6-Month LIBOR, which was 2.45% and 1.45% at March 31, 2018 and June 30, 2017, respectively. The current base rate for each investment may be different from the reference rate on March 31, 2018 and June 30, 2017.


(11)	The interest rate on these investments is subject to the base rate of 3-Month LIBOR, which was 2.31% and 1.30% at March 31, 2018 and June 30, 2017, respectively. The current base rate for each investment may be different from the reference rate on March 31, 2018 and June 30, 2017.


(12)	The interest rate on these investments is subject to the base rate of 2-Month LIBOR, which was 2.00% and 1.25% at March 31, 2018 and June 30, 2017, respectively. The current base rate for each investment may be different from the reference rate on March 31, 2018 and June 30, 2017.


(13)	The interest rate on these investments is subject to the base rate of 1-Month LIBOR, which was 1.88% and 1.23% at March 31, 2018 and June 30, 2017, respectively. The current base rate for each investment may be different from the reference rate on March 31, 2018 and June 30, 2017.

(14)

Investment has been designated as an investment not “qualifying” under Section 55(a) of the Investment Company Act of 1940 (the “1940 Act”). Under the 1940 Act, we may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of our total assets. As of March 31, 2018 and June 30, 2017, our qualifying assets as a percentage of total assets, stood at 73.72% and 71.75%, respectively. We monitor the status of these assets on an ongoing basis.


(15)	Undrawn committed revolvers and delayed draw term loans to our portfolio companies incur commitment and unused fees ranging from 0.00% to 5.00%. As of March 31, 2018 and June 30, 2017, we had $19,675 and $22,925, respectively, of undrawn revolver and delayed draw term loan commitments to our portfolio companies.

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)

Endnote Explanations as of March 31, 2018 (Unaudited) and June 30, 2017 (Continued)


(16)	Represents non-income producing security that has not paid a dividend in the year preceding the reporting date.

(17)

The effective yield has been estimated to be 0% as expected future cash flows are anticipated to not be sufficient to repay the investment at cost. If the expected investment proceeds increase, there is a potential for future investment income from the investment. Distributions, once received, will be recognized as return of capital with any remaining unamortized investment costs written off if the actual distributions are less than the amortized investment cost.


(18)	Ellett Brothers, LLC, Evans Sports, Inc., Jerry’s Sports, Inc., Simmons Gun Specialties, Inc., Bonitz Brothers, Inc., and Outdoor Sports Headquarters, Inc. are joint borrowers on the second lien term loan. United Sporting Companies, Inc. is a parent guarantor of this debt investment.


(19)	CCPI Holdings Inc., a consolidated entity in which we own 100% of the common stock, owns 94.59% of CCPI Inc. (“CCPI”), the operating company, as of March 31, 2018 and June 30, 2017. We report CCPI as a separate controlled company.

(20)

CP Holdings of Delaware LLC, a consolidated entity in which we own 100% of the membership interests, owns 94.2% of CP Energy Services Inc. (“CP Energy”) as of March 31, 2018, which is an increase from 82.3% owned as of June 30, 2017. CP Energy owns directly or indirectly 100% of each of CP Well Testing, LLC; Wright Foster Disposals, LLC; Foster Testing Co., Inc.; ProHaul Transports, LLC; and Wright Trucking, Inc. We report CP Energy as a separate controlled company. Effective December 31, 2014, CP Energy underwent a corporate reorganization in order to consolidate certain of its wholly-owned subsidiaries. On October 30, 2015, we restructured our investment in CP Energy. Concurrent with the restructuring, we exchanged our $86,965 senior secured loan and $15,924 subordinated loan for Series B Convertible Preferred Stock in CP Energy. On October 1, 2017 we restructured our investment in CP Energy. Concurrent with the restructuring, we exchanged $35,048 of Series B Convertible Preferred Stock for $35,048 of senior secured debt.

(21)

Credit Central Holdings of Delaware, LLC (“Credit Central Delaware”), a consolidated entity in which we own 100% of the membership interests, owns 98.26% of Credit Central Loan Company, LLC (f/k/a Credit Central Holdings, LLC (“Credit Central”)) as of March 31, 2018 and June 30, 2017. Credit Central owns 100% of each of Credit Central, LLC; Credit Central South, LLC; Credit Central of Texas, LLC; and Credit Central of Tennessee, LLC, the operating companies. We report Credit Central as a separate controlled company.

(22)


(23)	First Tower Holdings of Delaware LLC, a consolidated entity in which we own 100% of the membership interests, owns 80.1% of First Tower Finance Company LLC (“First Tower Finance”), which owns 100% of First Tower, LLC, the operating company as of March 31, 2018 and June 30, 2017. We report First Tower Finance as a separate controlled company.

(24)

Energy Solutions Holdings Inc., a consolidated entity in which we own 100% of the equity, owns 100% of Freedom Marine Solutions, LLC (“Freedom Marine”), which owns Vessel Company, LLC, Vessel Company II, LLC and Vessel Company III, LLC. We report Freedom Marine as a separate controlled company. On October 30, 2015, we restructured our investment in Freedom Marine. Concurrent with the restructuring, we exchanged our $32,500 senior secured loans for additional membership interest in Freedom Marine.

(25)

MITY Holdings of Delaware Inc. (“MITY Delaware”), a consolidated entity in which we own 100% of the common stock, owns 95.48% and 95.83% of the equity of MITY, Inc. (f/k/a MITY Enterprises, Inc.) (“MITY”), as of March 31, 2018 and June 30, 2017, respectively. MITY owns 100% of each of MITY-Lite, Inc. (“Mity-Lite”); Broda Enterprises USA, Inc.; and Broda Enterprises ULC (“Broda Canada”). We report MITY as a separate controlled company. MITY Delaware has a subordinated unsecured note issued and outstanding to Broda Canada that is denominated in Canadian Dollars (“CAD”). As of March 31, 2018 and June 30, 2017, the principal balance of this note was CAD 7,371. In accordance with ASC 830, Foreign Currency Matters (“ASC 830”), the principal and fair value of this note was remeasured into our functional currency, US Dollars (USD), and is presented on our Consolidated Schedule of Investments in USD. We formed a separate legal entity domiciled in the United States, MITY FSC, Inc., (“MITY FSC”) in which Prospect owns 96.88% of the equity, and MITY-Lite management owns the remaining portion. MITY FSC does not have material operations. This entity earns commission payments from MITY-Lite based on its sales to foreign customers, and distribute it to its shareholders based on pro-rata ownership. During the nine months ended March 31, 2018, we received $211 of such commission, which we recognized as other income. On January 17, 2017, we invested an additional $8,000 of Senior Secured Term Loan A and $8,000 of Senior Secured Term Loan B debt investments in MITY, to fund an acquisition.

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)

Endnote Explanations as of March 31, 2018 (Unaudited) and June 30, 2017 (Continued)

(26)

NPH Property Holdings, LLC, a consolidated entity in which we own 100% of the membership interests, owns 100% of the common equity of National Property REIT Corp. (“NPRC”) (f/k/a National Property Holdings Corp.), a property REIT which holds investments in several real estate properties. Additionally, NPRC invests in online consumer loans through ACL Loan Holdings, Inc. (“ACLLH”) and American Consumer Lending Limited (“ACLL”), its wholly-owned subsidiaries. We report NPRC as a separate controlled company. See Note 3 for further discussion of the properties held by NPRC. On August 1, 2016, we made an investment into ACLL, under the ACLL credit agreement, for senior secured term loans, Term Loan C, with the same terms as the existing ACLLH Term Loan C due to us. On January 1, 2017, we restructured our investment in NPRC and exchanged $55,000 of Senior Secured Term Loan E for common stock. During the quarter ended March 31, 2018, we restructured our investment in NPRC and exchanged $14,274 of ACLLH Senior Secured Term Loan C and $97,578 of ACLL Senior Secured Term Loan C for $111,852 of Senior Secured Term Loan E.

(27)

Nationwide Acceptance Holdings LLC, a consolidated entity in which we own 100% of the membership interests, owns 94.48% and 93.79% of Nationwide Loan Company LLC (f/k/a Nationwide Acceptance LLC), the operating company, as of March 31, 2018 and June 30, 2017, respectively. We report Nationwide Loan Company LLC as a separate controlled company. On June 1, 2015, Nationwide Acceptance LLC completed a reorganization and was renamed Nationwide Loan Company LLC (“Nationwide”) and formed two new wholly-owned subsidiaries: Pelican Loan Company LLC (“Pelican”) and Nationwide Consumer Loans LLC. Nationwide assigned 100% of the equity interests in its other subsidiaries to Pelican which, in turn, assigned these interests to a new operating company wholly-owned by Pelican named Nationwide Acceptance LLC (“New Nationwide”). New Nationwide also assumed the existing senior subordinated term loan due to Prospect.


(28)	NMMB Holdings, a consolidated entity in which we own 100% of the equity, owns 91.52% and 96.33% of the fully diluted equity of NMMB, Inc. (“NMMB”) as of March 31, 2018 and June 30, 2017, respectively. NMMB owns 100% of Refuel Agency, Inc., which owns 100% of Armed Forces Communications, Inc. We report NMMB as a separate controlled company.

(29)

On June 3, 2017, Gulf Coast Machine & Supply Company (“Gulf Coast”) sold all of its assets to a third party, for total consideration of $10,250, including escrowed amounts. The proceeds from the sale were primarily used to repay a $6,115 third party revolving credit facility, and the remainder was used to pay other legal and administrative costs incurred by Gulf Coast. As no proceeds were allocated to Prospect our debt and equity investment in Gulfco was written-off and we recorded a realized loss of $66,103. Gulf Coast holds $2,050 in escrow related to the sale, which will be distributed to Prospect once released to Gulf Coast, and will be recognized as a realized gain if and when it is received. On June 28, 2017, Gulf Coast was renamed to SB Forging Company II, Inc.


(30)	Prospect owns 99.96% of the equity of USES Corp. as of March 31, 2018 and June 30, 2017.

(31)

Valley Electric Holdings I, Inc., a consolidated entity in which we own 100% of the common stock, owns 100% of Valley Electric Holdings II, Inc. (“Valley Holdings II”), another consolidated entity. Valley Holdings II owns 94.99% of Valley Electric Company, Inc. (“Valley Electric”). Valley Electric owns 100% of the equity of VE Company, Inc., which owns 100% of the equity of Valley Electric Co. of Mt. Vernon, Inc. We report Valley Electric as a separate controlled company.

(32)

On March 14, 2017, assets previously held by Ark-La-Tex Wireline Services, LLC (“Ark-La-Tex”) were assigned to Wolf Energy Services Company, LLC, a new wholly-owned subsidiary of Wolf Energy Holdings, in exchange for a full reduction of Ark-La-Tex’s Senior Secured Term Loan A and a partial reduction of the Senior Secured Term Loan B cost basis, in total equal to $22,145. The cost basis of the transferred assets is equal to the appraised fair value of assets at the time of transfer. During the three months ended June 30, 2017, Ark-La-Tex Term Loan B was written-off and a loss of $19,818 was realized. On June 30, 2017, the 18.00% Senior Secured Promissory Note, due April 15, 2018, in Wolf Energy, LLC was contributed to the equity of Wolf Energy LLC. There was no impact from the transaction due to the note being on non-accrual status and having zero cost basis.

(33)

Prospect owns 16.04% and 12.63% of the equity in Targus Cayman HoldCo Limited, the parent company of Targus International LLC (“Targus”) as of March 31, 2018 and June 30, 2017, respectively. On September 25, 2017, Prospect exchanged $1,600 of Senior Secured Term Loan A and $4,799 of Senior Secured Term Loan B investments in Targus into 6,120,658 of common shares, and recorded a realized gain of $846, as a result of this transaction.

(34)

As of March 31, 2018 and June 30, 2017, we own 99.9999% of AGC/PEP, LLC (“AGC/PEP”). As of September 30, 2016, AGC/PEP, owned 2,038 out of a total of 93,485 shares (including 7,456 vested and unvested management options) of American Gilsonite Holding Company (“AGC Holdco”) which owns 100% of American Gilsonite Company (“AGC”). On October 24, 2016, AGC filed for a joint prepackaged plan of reorganization under Chapter 11 of the bankruptcy code. As of June 30, 2017, AGC has emerged from bankruptcy and AGC Holdco was dissolved. AGC/PEP received a total of 131 shares in AGC, representing a total ownership stake of 0.05% in AGC.

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)

Endnote Explanations as of March 31, 2018 (Unaudited) and June 30, 2017 (Continued)


(35)	Centerfield Media Holding Company and Oology Direct Holdings, Inc. are joint borrowers and guarantors on the senior secured loan facilities.


(36)	Keystone Acquisition Corp. is the parent borrower on the second lien term loan. Other joint borrowers on this debt investment include Keystone Peer Review Organization, Inc., KEPRO Acquisitions, Inc., APS Healthcare Bethesda, Inc., Ohio KEPRO, Inc., and APS Healthcare Quality Review, Inc.

(37)

Arctic Oilfield Equipment USA, Inc., a consolidated entity in which we own 100% of the common equity, owns 70% of the equity units of Arctic Energy Services, LLC (“Arctic Energy”), the operating company. We report Arctic Energy as a separate controlled company. On September 30, 2015, we restructured our investment in Arctic Energy. Concurrent with the restructuring, we exchanged our $31,640 senior secured loan and our $20,230 subordinated loan for Class D and Class E Units in Arctic Energy. Our ownership of Arctic Energy includes a preferred interest in their holdings of all the Class D, Class E, Class C, and Class A Units (in order of priority returns). These unit classes are senior to management’s interests in the F and B Units.


(38)	NCP Finance Limited Partnership, NCP Finance Ohio, LLC, and certain affiliates thereof are joint borrowers on the subordinated secured term loan.

(39)

As of March 31, 2018 and June 30, 2017, Prospect owns 8.57% of the equity in Encinitas Watches Holdco, LLC (f/k/a Nixon Holdco, LLC), the parent company of Nixon, Inc. On February 26, 2018, Prospect entered into a debt forgiveness agreement with Nixon, Inc., which terminated $17,472 Senior Secured Term Loan receivable due to us. We recorded a realized loss of $14,197 as a result of this transaction.


(40)	As of March 31, 2018 and June 30, 2017, PGX Holdings, Inc. is the sole borrower on the second lien term loan.


(41)	Our wholly-owned subsidiary Prospect Small Business Lending, LLC purchases small business whole loans from small business loan originators, including On Deck Capital, Inc.


(42)	Turning Point Brands, Inc. and North Atlantic Trading Company, Inc. are joint borrowers and guarantors on the secured loan facility.


(43)	The overriding royalty interests held receive payments at the stated rates based upon operations of the borrower.


(44)	The following shows the composition of our investment portfolio at cost by control designation, investment type and by industry as of March 31, 2018:



Industry	1st Lien Term Loan		2nd Lien Term Loan		CLO Residual Interest		Unsecured Debt		Equity ^(C)		Cost Total
Control Investments
Aerospace & Defense	$	47,099	$	—	$	—	$	—	$	22,738	$	69,837
Commercial Services & Supplies	117,862		—		—		7,200		6,849		131,911
Construction & Engineering	37,722		—		—		—		26,204		63,926
Consumer Finance	—		336,367		—		—		116,839		453,206
Electronic Equipment, Instruments & Components	20,700		—		—		—		6,759		27,459
Energy Equipment & Services	35,048		—		—		—		190,061		225,109
Equity Real Estate Investment Trusts (REITs)	293,203		—		—		—		156,578		449,781
Machinery	—		28,622		—		—		6,866		35,488
Media	10,614		—		—		—		12,869		23,483
Online Lending	276,549		—		—		—		100,949		377,498
Total Control Investments	$	838,797	$	364,989	$	—	$	7,200	$	646,712	$	1,857,698
Affiliate Investments
Diversified Consumer Services	$	—	$	7,834	$	—	$	31,193	$	6,577	$	45,604

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)

Endnote Explanations as of March 31, 2018 (Unaudited) and June 30, 2017 (Continued)



Textiles, Apparel & Luxury Goods	—		—		—		—		9,878		9,878
Total Affiliate Investments	$	—	$	7,834	$	—	$	31,193	$	16,455	$	55,482
Non-Control/Non-Affiliate Investments
Air Freight & Logistics	$	—	$	—	$	—	$	—	$	—	$	—
Auto Components	—		33,546		—		—		—		33,546
Building Products	—		9,902		—		—		—		9,902
Capital Markets	—		19,792		—		—		—		19,792
Chemicals	—		17,491		—		—		—		17,491
Commercial Services & Supplies	107,576		164,342		—		—		—		271,918
Communications Equipment	—		39,855		—		—		—		39,855
Consumer Finance	30,550		—		—		—		—		30,550
Distributors	525,400		131,699		—		—		—		657,099
Diversified Consumer Services	10,000		118,289		—		—		—		128,289
Electronic Equipment, Instruments & Components	12,407		14,851		—		—		—		27,258
Energy Equipment & Services	28,992				—		—		—		28,992
Food Products			9,880		—		—		—		9,880
Health Care Equipment & Supplies	31,250		7,463		—		—		—		38,713
Health Care Providers & Services	359,977		77,134		—		—		1,252		438,363
Health Care Technology			14,928		—		—		—		14,928
Hotels, Restaurants & Leisure	30,000		7,482		—		—		—		37,482
Household & Personal Products	25,000				—		—		—		25,000
Household Durables	17,106		28,298		—		—		—		45,404
Insurance			2,986		—		—		—		2,986
Internet & Direct Marketing Retail	4,875		35,000		—		—		—		39,875
Internet Software & Services	174,493		13,921		—		—		—		188,414
IT Services			21,576		—		—		—		21,576
Leisure Products	38,107		10,898		—		—		1		49,006
Marine			8,943		—		—		—		8,943
Media	101,411		2,974		—		—		—		104,385
Metals & Mining	—		—		—		—		—		—
Online Lending	—		—		—		288				288
Paper & Forest Products	—		11,320		—		—		—		11,320
Personal Products	213,825		—		—		—		—		213,825
Pharmaceuticals	—		11,881		—		—		—		11,881
Professional Services	9,518		63,731		—		—		—		73,249
Real Estate Management & Development	42,000		—		—		—		—		42,000
Software	—		55,160		—		—		—		55,160
Technology Hardware, Storage & Peripherals	—		12,380		—		—		—		12,380
Textiles, Apparel & Luxury Goods	—		36,525		—		—		—		36,525
Tobacco	—		14,387		—		—		—		14,387
Trading Companies & Distributors	64,025		—		—		—		—		64,025
Transportation Infrastructure	—		30,291		—		—		—		30,291
Structured Finance (B)	—		—		1,096,809		—		—		1,096,809
Total Non-Control/ Non-Affiliate	$	1,826,512	$	1,026,925	$	1,096,809	$	288	$	1,253	$	3,951,787
Total Portfolio Investment Cost	$	2,665,309	$	1,399,748	$	1,096,809	$	38,681	$	664,420	$	5,864,967

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)

Endnote Explanations as of March 31, 2018 (Unaudited) and June 30, 2017 (Continued)

The following table shows the composition of our investment portfolio at fair value by control designation, investment type and by industry as of March 31, 2018:



Industry	1st Lien Term Loan			2nd Lien Term Loan			CLO Residual Interest			Unsecured Debt			Equity ^(C)			Fair Value Total			% Net Assets
Control Investments
Aerospace & Defense	$	47,099		$	—		$	—		$	—		$	32,202		$	79,301		2.4	%
Commercial Services & Supplies	60,364			—			—			5,716			5,715			71,795			2.1	%
Construction & Engineering	37,722			—			—			—			4,740			42,462			1.3	%
Consumer Finance	—			341,435			—			—			201,163			542,598			16.2	%
Electronic Equipment, Instruments & Components	20,700			—			—			—			15,557			36,257			1.1	%
Energy Equipment & Services	35,048			—			—			—			96,899			131,947			3.9	%
Equity Real Estate Investment Trusts (REITs)	293,203			—			—			—			440,423			733,626			21.9	%
Machinery	—			28,622			—			—			2,403			31,025			0.9	%
Media	10,614			—			—			—			9,835			20,449			0.6	%
Online Lending	276,549			—			—			—			20,975			297,524			8.9	%
Total Control Investments	$	781,299		$	370,057		$	—		$	5,716		$	829,912		$	1,986,984		59.4	%
% of Net Assets	23.3		%	11.1		%	—		%	0.2		%	24.8		%	59.4		%
Affiliate Investments
Diversified Consumer Services	$	—		$	7,834		$	—		$	25,093		$	—		$	32,927		1.0	%
Textiles, Apparel & Luxury Goods	—			—			—			—			19,361			19,361			0.6	%
Total Affiliate Investments	$	—		$	7,834		$	—		$	25,093		$	19,361		$	52,288		1.6	%
% of Net Assets	—		%	0.2		%	—		%	0.7		%	0.6		%	1.6		%
Non-Control/Non-Affiliate Investments
Air Freight & Logistics	$	—		$	—		$	—		$	—		$	—		$	—		—	%
Auto Components	—			33,708			—						—			33,708			1.0	%
Building Products	—			10,000			—			—			—			10,000			0.3	%
Capital Markets	—			20,000			—			—			—			20,000			0.6	%
Chemicals	—			17,500			—			—			—			17,500			0.5	%
Commercial Services & Supplies	106,515			162,593			—			—			900			270,008			8.1	%
Communications Equipment	—			40,000			—			—			—			40,000			1.2	%
Consumer Finance	33,296			—			—			—			—			33,296			1.0	%
Distributors	525,400			47,780			—			—			—			573,180			17.1	%
Diversified Consumer Services	10,000			118,289			—			—			—			128,289			3.8	%
Electronic Equipment, Instruments & Components	11,518			14,866			—			—			—			26,384			0.8	%
Energy Equipment & Services	31,025			—			—			—			—			31,025			0.9	%
Food Products	—			9,880			—			—			—			9,880			0.3	%
Health Care Equipment & Supplies	31,250			7,500			—			—			—			38,750			1.2	%
Health Care Providers & Services	355,580			77,359			—			—			506			433,445			13.0	%
Health Care Technology	—			15,300			—			—			—			15,300			0.5	%
Hotels, Restaurants & Leisure	30,000			7,482			—			—			—			37,482			1.1	%
Household & Personal Products	25,000			—			—			—			—			25,000			0.7	%
Household Durables	16,155			28,600			—			—			—			44,755			1.3	%
Insurance	—			2,986			—			—			—			2,986			0.1	%
Internet & Direct Marketing Retail	4,875			35,000			—			—			—			39,875			1.2	%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)

Endnote Explanations as of March 31, 2018 (Unaudited) and June 30, 2017 (Continued)



Internet Software & Services	174,493			14,000			—			—			—			188,493			5.6	%
IT Services	—			21,990			—			—			—			21,990			0.7	%
Leisure Products	38,107			11,000			—			—			—			49,107			1.5	%
Marine (A)	—			8,879			—			—			—			8,879			0.3	%
Media	101,461			2,974			—			—			—			104,435			3.1	%
Metals & Mining	—			—			—			—			—			—			—	%
Online Lending	—			—			—			199			—			199			—	%
Paper & Forest Products	—			11,500			—			—			—			11,500			0.3	%
Personal Products	183,151			—			—			—			—			183,151			5.5	%
Pharmaceuticals	—			12,000			—			—			—			12,000			0.4	%
Professional Services	9,649			65,514			—			—			—			75,163			2.2	%
Real Estate Management & Development	42,000			—			—			—			—			42,000			1.3	%
Software	—			55,971			—			—			—			55,971			1.7	%
Technology Hardware, Storage & Peripherals	—			12,500			—			—			—			12,500			0.4	%
Textiles, Apparel & Luxury Goods	—			37,000			—			—			—			37,000			1.1	%
Tobacco	—			13,933			—			—			—			13,933			0.4	%
Trading Companies & Distributors	57,610			—			—			—			—			57,610			1.7	%
Transportation Infrastructure	—			30,923			—			—			—			30,923			0.9	%
Structured Finance (B)	—			—			944,815			—			—			944,815			28.2	%
Total Non-Control/ Non-Affiliate	$	1,787,085		$	947,027		$	944,815		$	199		$	1,406		$	3,680,532		110.0	%
% of Net Assets	53.4		%	28.3		%	28.2		%	—		%	—		%	110.0		%
Total Portfolio	$	2,568,384		$	1,324,918		$	944,815		$	31,008		$	850,679		$	5,719,804		170.9	%
% of Net Assets	76.8		%	39.6		%	28.2		%	0.9		%	25.4		%	170.9		%

(A) Industry includes exposure to the energy markets through our investments in Harley Marine Services, Inc. Including this investment, our overall fair value exposure to the broader energy industry, including energy equipment and services as noted above, as of March 31, 2018 is $171,851.

(B) Our CLO investments do not have industry concentrations and as such have been separated in the table above.

(C) Equity, unless specifically stated otherwise, includes our investments in preferred stock, common stock, membership interests, net profits interests, net operating income interests, net revenue interests, overriding royalty interests, escrows receivable, and warrants.

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)

Endnote Explanations as of March 31, 2018 (Unaudited) and June 30, 2017 (Continued)


(45)	The following table shows the composition of our investment portfolio at cost by control designation, investment type and by industry as of June 30, 2017:



Industry	1st Lien Term Loan		2nd Lien Term Loan		CLO Residual Interest		Unsecured Debt		Equity ^(C)		Cost Total
Control Investments
Aerospace & Defense	$	47,099	$	—	$	—	$	—	$	22,738	$	69,837
Commercial Services & Supplies	114,864		—		—		7,200		6,849		128,913
Construction & Engineering	36,054		—		—		—		26,204		62,258
Consumer Finance	—		323,188		—		—		110,395		433,583
Diversified Consumer Services	—		7,834		—		30,734		6,577		45,145
Electronic Equipment, Instruments & Components	21,182		—		—		—		6,759		27,941
Energy Equipment & Services	—		—		—		—		223,787		223,787
Equity Real Estate Investment Trusts (REITs)	291,315		—		—		—		83,065		374,380
Machinery	—		28,622		—		—		6,866		35,488
Media	10,614		—		—		—		12,869		23,483
Online Lending	269,166		—		—		—		146,750		415,916
Total Control Investments	$	790,294	$	359,644	$	—	$	37,934	$	652,859	$	1,840,731
Affiliate Investments
Textiles, Apparel & Luxury Goods	$	19,478	$	—	$	—	$	—	$	3,479	$	22,957
Total Affiliate Investments	$	19,478	$	—	$	—	$	—	$	3,479	$	22,957
Non-Control/Non-Affiliate Investments
Air Freight & Logistics	$	51,952	$	—	$	—	$	—	$	—	$	51,952
Auto Components	—		30,222		—		—		—		30,222
Capital Markets	—		14,796		—		—		—		14,796
Chemicals	—		17,489		—		—		—		17,489
Commercial Services & Supplies	83,884		141,388		—		—		—		225,272
Consumer Finance	9,831		26,455		—		—		—		36,286
Distributors	—		140,847		—		—		—		140,847
Diversified Consumer Services	—		143,767		—		—		—		143,767
Diversified Telecommunication Services	—		4,395		—		—		—		4,395
Electronic Equipment, Instruments & Components	9,755		—		—		—		—		9,755
Energy Equipment & Services	27,232		—		—		—		—		27,232
Health Care Providers & Services	356,468		65,199		—		—		1,252		422,919
Hotels, Restaurants & Leisure	127,638		—		—		—		—		127,638
Household Durables	126,319		19,712		—		—		—		146,031
Internet Software & Services	205,441		13,907		—		—		—		219,348
IT Services	—		19,531		—		—		—		19,531
Leisure Products	33,204		10,880		—		—		1		44,085
Marine	—		8,919		—		—		—		8,919
Media	442,654		2,971		—		—		—		445,625
Metals & Mining	9,953		—		—		—		—		9,953
Online Lending	—		—		—		8,434		—		8,434
Paper & Forest Products	—		11,295		—		—		—		11,295

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)

Endnote Explanations as of March 31, 2018 (Unaudited) and June 30, 2017 (Continued)



Personal Products	209,225		13,473		—		—		—		222,698
Pharmaceuticals	117,989		—		—		—		—		117,989
Professional Services	48,131		16,111		—		—		—		64,242
Software	—		56,041		—		—		—		56,041
Textiles, Apparel & Luxury Goods	225,777		36,446		—		—		—		262,223
Tobacco	—		14,365		—		—		—		14,365
Trading Companies & Distributors	64,513		—		—		—		—		64,513
Structured Finance (B)	—		—		1,150,006		—		—		1,150,006
Total Non-Control/ Non-Affiliate	$	2,149,966	$	808,209	$	1,150,006	$	8,434	$	1,253	$	4,117,868
Total Portfolio Investment Cost	$	2,959,738	$	1,167,853	$	1,150,006	$	46,368	$	657,591	$	5,981,556

The following table shows the composition of our investment portfolio at fair value by control designation, investment type and by industry as of June 30, 2017:



Industry	1st Lien Term Loan			2nd Lien Term Loan			CLO Residual Interest			Unsecured Debt			Equity ^(C)			Fair Value Total			% Net Assets
Control Investments
Aerospace & Defense	$	47,099		$	—		$	—		$	—		$	24,219		$	71,318		2.1	%
Commercial Services & Supplies	63,209			—			—			5,659			20,161			89,029			2.7	%
Construction & Engineering	32,509			—			—			—			—			32,509			1.0	%
Consumer Finance	—			329,788			—			—			137,180			466,968			13.9	%
Diversified Consumer Services	—			7,834			—			38,775			286			46,895			1.4	%
Electronic Equipment, Instruments & Components	21,182			—			—			—			21,870			43,052			1.3	%
Energy Equipment & Services	—			—			—			—			121,197			121,197			3.6	%
Equity Real Estate Investment Trusts (REITs)	291,315			—			—			—			333,022			624,337			18.6	%
Machinery	—			28,622			—			—			4,056			32,678			1.0	%
Media	10,614			—			—			—			10,211			20,825			0.6	%
Online Lending	269,166			—			—			—			93,801			362,967			10.8	%
Total Control Investments	$	735,094		$	366,244		$	—		$	44,434		$	766,003		$	1,911,775		57.0	%
% Net Assets	21.9		%	10.9		%	—		%	1.3		%	22.8		%	57.0		%
Affiliate Investments
Textiles, Apparel & Luxury Goods	$	6,128		$	—		$	—		$	—		$	5,301		$	11,429		0.3	%
Total Affiliate Investments	$	6,128		$	—		$	—		$	—		$	5,301		$	11,429		0.3	%
% of Net Assets	0.2		%	—		%	—		%	—		%	0.2		%	0.3		%
Non-Control/Non-Affiliate Investments
Air Freight & Logistics	$	51,952		$	—		$	—		$	—		$	—		$	51,952		1.5	%
Auto Components	—			30,460			—			—			—			30,460			0.9	%
Capital Markets	—			15,000			—			—						15,000			0.4	%
Chemicals	—			16,699			—			—			—			16,699			0.5	%
Commercial Services & Supplies	83,884			138,857			—			—			864			223,605			6.7	%
Consumer Finance	10,000			25,973			—			—			—			35,973			1.1	%
Distributors	—			83,225			—			—			—			83,225			2.5	%
Diversified Consumer Services	—			143,767			—			—			—			143,767			4.3	%
Diversified Telecommunication Services	—			4,410			—			—			—			4,410			0.1	%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)

Endnote Explanations as of March 31, 2018 (Unaudited) and June 30, 2017 (Continued)



Electronic Equipment, Instruments & Components	8,794			—			—			—			—			8,794			0.3	%
Energy Equipment & Services	10,463			—			—			—			—			10,463			0.3	%
Health Care Providers & Services	355,200			65,407			—			—			782			421,389			12.6	%
Hotels, Restaurants & Leisure	103,897			—			—			—			—			103,897			3.1	%
Household Durables	126,191			19,992			—			—			—			146,183			4.4	%
Internet Software & Services	205,441			13,907			—			—			—			219,348			6.5	%
IT Services	—			20,000			—			—			—			20,000			0.6	%
Leisure Products	33,204			11,000			—			—			—			44,204			1.3	%
Marine (A)	—			8,800			—			—			—			8,800			0.3	%
Media	442,704			2,971			—			—			—			445,675			13.3	%
Metals & Mining	10,000			—			—			—			—			10,000			0.3	%
Online Lending	—			—			—			7,964			—			7,964			0.2	%
Paper & Forest Products	—			11,500			—			—			—			11,500			0.3	%
Personal Products	179,009			13,739			—			—			—			192,748			5.7	%
Pharmaceuticals	117,989			—			—			—			—			117,989			3.5	%
Professional Services	48,131			16,342			—			—			—			64,473			1.9	%
Software	—			55,150			—			—			—			55,150			1.6	%
Textiles, Apparel & Luxury Goods	225,777			37,000			—			—			—			262,777			7.8	%
Tobacco	—			14,431			—			—			—			14,431			0.4	%
Trading Companies & Distributors	64,513			—			—			—			—			64,513			1.9	%
Structured Finance (B)	—			—			1,079,712			—			—			1,079,712			32.2	%
Total Non-Control/ Non-Affiliate	$	2,077,149		$	748,630		$	1,079,712		$	7,964		$	1,646		$	3,915,101		116.7	%
% of Net Assets	61.9		%	22.3		%	32.2		%	0.2		%	—		%	116.7		%
Total Portfolio	$	2,818,371		$	1,114,874		$	1,079,712		$	52,398		$	772,950		$	5,838,305		174.0	%
% of Net Assets	84.0		%	33.2		%	32.2		%	1.6		%	23.0		%	174.0		%

(B) Our CLO investments do not have industry concentrations and as such have been separated in the table above.

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)

Endnote Explanations as of March 31, 2018 (Unaudited) and June 30, 2017 (Continued)


(46)	The interest rate on these investments, excluding those on non-accrual, contains a paid in kind (“PIK”) provision, whereby the issuer has either the option or the obligation to make interest payments with the issuance of additional securities. The interest rate in the schedule represents the current interest rate in effect for these investments.

The following table provides additional details on these PIK investments, including the maximum annual PIK interest rate allowed under the existing credit agreements, as of and for three months ended March 31, 2018:



Security Name	PIK Rate - Capitalized	PIK Rate - Paid as cash	Maximum Current PIK Rate
CCPI Inc.	—%	7.00%	7.00%
Cinedigm DC Holdings, LLC	—%	2.50%	2.50%
Credit Central Loan Company	—%	10.00%	10.00%
Echelon Transportation LLC	—%	2.25%	2.25%
Echelon Transportation LLC	—%	1.00%	1.00%
Edmentum Ultimate Holdings, LLC - Revolving Credit Facility	N/A	N/A	N/A	(B)
Edmentum Ultimate Holdings, LLC - Unsecured Senior PIK Note	8.50%	—%	8.50%
First Tower Finance Company LLC	—%	7.00%	7.00%
InterDent, Inc.	18.00%	—%	18.00%
MITY, Inc.	—%	10.00%	10.00%
National Property REIT Corp. - Senior Secured Term Loan A	—%	10.50%	10.50%
National Property REIT Corp. - Senior Secured Term Loan E	—%	5.00%	5.00%
Nationwide Loan Company LLC	3.50%	6.50%	10.00%
Spartan Energy Services, Inc.	13.65%	—%	13.65%
Valley Electric Co. of Mt. Vernon, Inc.	—%	2.50%	2.50%
Valley Electric Company, Inc.	8.50%	—%	8.50%
Venio LLC	N/A	N/A	N/A	(A)

(A) The issuer capitalized 10.00% PIK on the next payment/capitalization date, which was April 2, 2018.

(B) The issuer capitalized 5.00% PIK on the next payment/capitalization date, which was April 30, 2018.

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)

Endnote Explanations as of March 31, 2018 (Unaudited) and June 30, 2017 (Continued)



Security Name	PIK Rate - Capitalized	PIK Rate - Paid as cash	Maximum Current PIK Rate
CCPI Inc.	—%	7.00%	7.00%
Cinedigm DC Holdings, LLC	—%	2.50%	2.50%
Credit Central Loan Company	—%	10.00%	10.00%
Echelon Aviation LLC	N/A	N/A	2.25%	(C)
Echelon Aviation LLC	N/A	N/A	1.00%	(D)
Edmentum Ultimate Holdings, LLC - Unsecured Senior PIK Note	8.50%	—%	8.50%
First Tower Finance Company LLC	3.92%	3.08%	7.00%
MITY, Inc.	—%	10.00%	10.00%
National Property REIT Corp. - Senior Secured Term Loan A	—%	5.50%	5.50%
National Property REIT Corp. - Senior Secured Term Loan E	—%	5.00%	5.00%
National Property REIT Corp. - Senior Secured Term Loan C to ACL Loan Holdings, Inc.	—%	5.00%	5.00%
National Property REIT Corp. - Senior Secured Term Loan C to American Consumer Lending Limited	—%	5.00%	5.00%
Nationwide Loan Company LLC	—%	10.00%	10.00%
Targus Cayman HoldCo Limited - Senior Secured Term Loan A	15.00%	—%	15.00%
Targus Cayman HoldCo Limited - Senior Secured Term Loan B	15.00%	—%	15.00%
Valley Electric Co. of Mt. Vernon, Inc.	—%	2.50%	2.50%
Valley Electric Company, Inc.	8.50%	—%	8.50%

(D) Next PIK payment/capitalization date was July 31, 2017. The company paid 1.00% PIK in cash.

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)

Endnote Explanations as of March 31, 2018 (Unaudited) and June 30, 2017 (Continued)


(47)	As defined in the 1940 Act, we are deemed to “Control” these portfolio companies because we own more than 25% of the portfolio company’s outstanding voting securities. Transactions during the nine months ended March 31, 2018 with these controlled investments were as follows:



Portfolio Company	Fair Value at June 30, 2017		Gross Additions (Cost)*		Gross Reductions (Cost)**			Net unrealized gains (losses)			Fair Value at March 31, 2018		Interest income		Dividend income		Other income		Net realized gains (losses)
Arctic Energy Services, LLC	$	17,370	$	3,569	$	—		$	6,078		$	27,017	$	—	$	—	$	—	$	—
CCPI Inc.	43,052		—		(481		)	(6,314		)	36,257		2,776		—		—		—
CP Energy Services Inc.	72,216		—		—			17,967			90,183		2,217		—		228		—
Credit Central Loan Company, LLC	64,435		1,533		—			10,489			76,457		9,425		—		903		—
Echelon Transportation LLC (f/k/a Echelon Aviation LLC)	71,318		—		—			7,983			79,301		4,774		—		—		—
Edmentum Ultimate Holdings, LLC***	46,895		5,394		(39,196		)	(13,093		)	—		415		—		—		—
First Tower Finance Company LLC	365,588		20,456		(6,735		)	55,842			435,151		33,737		—		2,664		—
Freedom Marine Solutions, LLC	23,994		682		—			(11,488		)	13,188		—		—		—		—
MITY, Inc.	76,512		—		—			(14,389		)	62,123		6,156		—		1,093		13
National Property REIT Corp.	987,304		110,692		(73,709		)	6,863			1,031,150		69,436		5,639		6,207		—
Nationwide Loan Company LLC	36,945		4,370		—			(10,325		)	30,990		2,605		—		—		—
NMMB, Inc.	20,825		—		—			(376		)	20,449		1,131		—		—		—
R-V Industries, Inc.	32,678		—		—			(1,653		)	31,025		2,254		—		—		—
SB Forging Company II, Inc. (f/k/a Gulf Coast Machine & Supply Company)	1,940		—		—			(929		)	1,011		—		—		—		—
USES Corp.	12,517		2,999		(3		)	(5,841		)	9,672		—		—		—		—
Valley Electric Company, Inc.	32,509		1,670		—			8,283			42,462		4,466		—		—		—
Wolf Energy, LLC	5,677		—		(2,930		)	(2,199		)	548		—		—		1,222		—
Total	$	1,911,775	$	151,365	$	(123,054	)	$	46,898		$	1,986,984	$	139,392	$	5,639	$	12,317	$	13

* Gross additions include increases in the cost basis of the investments resulting from new portfolio investments, OID accretion and PIK interest.

** Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investments repayments or sales, impairments, and any transfer of investments.

*** Investment was transferred to affiliated investments at $31,362, the fair market value at the beginning of the three month period ended March 31, 2018. Refer to endnote #22.

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)

Endnote Explanations as of March 31, 2018 (Unaudited) and June 30, 2017 (Continued)


(48)	As defined in the 1940 Act, we are deemed to be an “Affiliated company” of these portfolio companies because we own more than 5% of the portfolio company’s outstanding voting securities. Transactions during the nine months ended March 31, 2018 with these affiliated investments were as follows:



Portfolio Company	Fair Value at June 30, 2017		Gross Additions (Cost)*		Gross Reductions (Cost)**			Net unrealized gains (losses)			Fair Value at March 31, 2018		Interest income		Dividend income		Other income		Net realized gains (losses)
Edmentum Ultimate Holdings, LLC***	$	—	$	34,261	$	—		$	(1,334	)	$	32,927	$	271	$	—	$	—	$	—
Nixon, Inc.	—		—		(14,197		)	14,197			—		—		—		—		(14,197		)
Targus Cayman HoldCo Limited	11,429		1,117		—			6,815			19,361		205		—		—		846
Total	$	11,429	$	35,378	$	(14,197	)	$	19,678		$	52,288	$	476	$	—	$	—	$	(13,351	)

* Gross additions include increases in the cost basis of the investments resulting from new portfolio investments, PIK interest, and any transfer of investments.

** Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investments repayments or sales, impairments, and any transfer of investments.

*** Investment was transferred from controlled investments at $31,362, the fair market value at the beginning of the three month period ended March 31, 2018. Refer to endnote #22.

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)

Endnote Explanations as of March 31, 2018 (Unaudited) and June 30, 2017 (Continued)


(49)	As defined in the 1940 Act, we are deemed to “Control” these portfolio companies because we own more than 25% of the portfolio company’s outstanding voting securities. Transactions during the year ended June 30, 2017 with these controlled investments were as follows:



Portfolio Company	Fair Value at June 30, 2016		Gross Additions (Cost)*		Gross Reductions (Cost)**			Net unrealized gains (losses)			Fair Value at June 30, 2017		Interest income		Dividend income		Other income		Net realized gains (losses)
Arctic Energy Services, LLC	$	38,340	$	—	$	—		$	(20,970	)	$	17,370	$	—	$	—	$	—	$	—
CCPI Inc.	41,356		—		(327		)	2,023			43,052		2,992		123		153		—
CP Energy Services Inc.	76,002		—		—			(3,786		)	72,216		—		—		—		—
Credit Central Loan Company, LLC	52,254		10,826		(403		)	1,758			64,435		10,873		—		—		—
Echelon Aviation LLC	60,821		18,875		(6,800		)	(1,578		)	71,318		5,734		200		1,121		—
Edmentum Ultimate Holdings, LLC	44,346		9,892		(6,424		)	(919		)	46,895		1,726		—		—		—
First Tower Finance Company LLC	352,666		15,577		(2,220		)	(435		)	365,588		51,116		—		—		—
Freedom Marine Solutions, LLC	26,618		1,801		—			(4,425		)	23,994		—		—		—		—
MITY, Inc.	54,049		16,000		—			6,463			76,512		6,848		468		886		16
National Property REIT Corp.	843,933		237,851		(174,931		)	80,451			987,304		84,777		—		9,186		—
Nationwide Loan Company LLC	35,813		2,104		—			(972		)	36,945		3,406		4,310		—		—
NMMB, Inc.	10,007		—		(100		)	10,918			20,825		1,518		—		—		—
R-V Industries, Inc.	36,877		—		96			(4,295		)	32,678		2,877		149		124		172
SB Forging Company II, Inc. (f/k/a Gulf Coast Machine & Supply Company)	7,312		8,750		(69,125		)	55,003			1,940		—		—		—		(66,103		)
USES Corp.	40,286		2,599		(154		)	(30,214		)	12,517		—		—		—		—
Valley Electric Company, Inc.	31,091		1,821		—			(403		)	32,509		5,629		—		—		—
Wolf Energy, LLC	678		22,145		(15,344		)	(1,802		)	5,677		—		—		—		—
Total	$	1,752,449	$	348,241	$	(275,732	)	$	86,817		$	1,911,775	$	177,496	$	5,250	$	11,470	$	(65,915	)

* Gross additions include increases in the cost basis of the investments resulting from new portfolio investments, PIK interest, and any transfer of investments.

** Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investments repayments or sales, impairments, and any transfer of investments.

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)

Endnote Explanations as of March 31, 2018 (Unaudited) and June 30, 2017 (Continued)


(50)	As defined in the 1940 Act, we are deemed to be an “Affiliated company” of these portfolio companies because we own more than 5% of the portfolio company’s outstanding voting securities. Transactions during the year ended June 30, 2017 with these affiliated investments were as follows:



Portfolio Company	Fair Value at June 30, 2016		Gross Additions (Cost)*		Gross Reductions (Cost)**			Net unrealized gains (losses)			Fair Value at June 30, 2017		Interest income		Dividend income		Other income		Net realized gains (losses)
BNN Holdings Corp.	$	2,842	$	—	$	(2,227	)	$	(615	)	$	—	$	—	$	—	$	—	$	137
Nixon, Inc.***	—		1,552		—			(1,552		)	—		—		—		—		—
Targus Cayman HoldCo Limited	8,478		231		—			2,720			11,429		297		—		—		—
Total	$	11,320	$	1,783	$	(2,227	)	$	553		$	11,429	$	297	$	—	$	—	$	137

* Gross additions include increases in the cost basis of the investments resulting from new portfolio investments, PIK interest and any transfer of investments.

** Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investments repayments or sales, impairments, and any transfer of investments.

*** Investment was transferred at fair market value at the beginning of the three month period ended June 30, 2017.


(51)	BAART Programs, Inc. and MedMark Services, Inc. are joint borrowers of the second lien term loan.

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

Note 1. Organization

In this report, the terms “Prospect,” “we,” “us” and “our” mean Prospect Capital Corporation and its subsidiaries unless the context specifically requires otherwise.

Prospect is a financial services company that primarily lends to and invests in middle market privately-held companies. We are a closed-end investment company incorporated in Maryland. We have elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”). As a BDC, we have elected to be treated as a regulated investment company (“RIC”), under Subchapter M of the Internal Revenue Code of 1986 (the “Code”). We were organized on April 13, 2004 and were funded in an initial public offering completed on July 27, 2004.

On May 15, 2007, we formed a wholly-owned subsidiary Prospect Capital Funding LLC (“PCF”), a Delaware limited liability company and a bankruptcy remote special purpose entity, which holds certain of our portfolio loan investments that are used as collateral for the revolving credit facility at PCF. Our wholly-owned subsidiary Prospect Small Business Lending, LLC (“PSBL”) was formed on January 27, 2014 and purchases small business whole loans on a recurring basis from online small business loan originators, including On Deck Capital, Inc. (“OnDeck”). On September 30, 2014, we formed a wholly-owned subsidiary Prospect Yield Corporation, LLC (“PYC”) and effective October 23, 2014, PYC holds our investments in collateralized loan obligations (“CLOs”). Each of these subsidiaries have been consolidated since operations commenced.

We consolidate certain of our wholly-owned and substantially wholly-owned holding companies formed by us in order to facilitate our investment strategy. The following companies are included in our consolidated financial statements: APH Property Holdings, LLC (“APH”); Arctic Oilfield Equipment USA, Inc.; CCPI Holdings Inc.; CP Holdings of Delaware LLC (“CP Holdings”); Credit Central Holdings of Delaware, LLC; Energy Solutions Holdings Inc.; First Tower Holdings of Delaware LLC (“First Tower Delaware”); Harbortouch Holdings of Delaware Inc.; MITY Holdings of Delaware Inc.; Nationwide Acceptance Holdings LLC; NMMB Holdings, Inc. (“NMMB Holdings”).; NPH Property Holdings, LLC (“NPH”); STI Holding, Inc.; UPH Property Holdings, LLC (“UPH”); Valley Electric Holdings I, Inc.; Valley Electric Holdings II, Inc.; and Wolf Energy Holdings Inc. (“Wolf Energy Holdings”). On October 10, 2014, concurrent with the sale of the operating company, our ownership increased to 100% of the outstanding equity of ARRM Services, Inc. (“ARRM”) which was renamed SB Forging Company, Inc. (“SB Forging”). As such, we began consolidating SB Forging on October 11, 2014. Effective May 23, 2016, in connection with the merger of American Property REIT Corp. (“APRC”) and United Property REIT Corp. (“UPRC”) with and into National Property REIT Corp. (“NPRC”), APH and UPH merged with and into NPH, and were dissolved. We collectively refer to these entities as the “Consolidated Holding Companies.”

We are externally managed by our investment adviser, Prospect Capital Management L.P. (“Prospect Capital Management” or the “Investment Adviser”). Prospect Administration LLC (“Prospect Administration” or the “Administrator”), a wholly-owned subsidiary of the Investment Adviser, provides administrative services and facilities necessary for us to operate.

Our investment objective is to generate both current income and long-term capital appreciation through debt and equity investments. We invest primarily in senior and subordinated debt and equity of private companies in need of capital for acquisitions, divestitures, growth, development, recapitalizations and other purposes. We work with the management teams or financial sponsors to identify investments with historical cash flows, asset collateral or contracted pro-forma cash flows for investment.

Note 2. Significant Accounting Policies

Basis of Presentation and Consolidation

The accompanying consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) pursuant to the requirements for reporting on Form 10-Q, ASC 946, Financial Services—Investment Companies (“ASC 946”), and Articles 6, 10 and 12 of Regulation S-X. Under the 1940 Act, ASC 946, and the regulations pursuant to Article 6 of Regulation S-X, we are precluded from consolidating any entity other than another investment company or an operating company which provides substantially all of its services to benefit us. Our consolidated financial statements include the accounts of Prospect, PCF, PSBL, PYC, and the Consolidated Holding Companies. All intercompany balances and transactions have been eliminated in consolidation. The financial results of our non-substantially wholly-owned holding companies and operating portfolio company investments are not consolidated in the financial statements. Any operating companies owned by the Consolidated Holding Companies are not consolidated.

Reclassifications

Certain reclassifications have been made in the presentation of prior consolidated financial statements and accompanying notes to conform to the presentation as of and for the three and nine months ended March 31, 2018.

Use of Estimates

The preparation of the consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of income, expenses, and gains and losses during the reported period. Changes in the economic environment, financial markets, creditworthiness of the issuers of our investment portfolio and any other parameters used in determining these estimates could cause actual results to differ, and these differences could be material.

Investment Classification

As a BDC, we must not acquire any assets other than “qualifying assets” specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). As of March 31, 2018 and June 30, 2017, our qualifying assets as a percentage of total assets, stood at 73.72% and 71.75%, respectively.

Investment Transactions

Investments are recognized when we assume an obligation to acquire a financial instrument and assume the risks for gains or losses related to that instrument. Specifically, we record all security transactions on a trade date basis. Investments are derecognized when we assume an obligation to sell a financial instrument and forego the risks for gains or losses related to that instrument. In accordance with ASC 325-40, Beneficial Interest in Securitized Financial Assets, investments in CLOs are periodically assessed for other-than-temporary impairment (“OTTI”). When the Company determines that a CLO has OTTI, the amortized cost basis of the CLO is written down to its fair value as of the date of the determination based on events and information evaluated and that write-down is recognized as a realized loss. Amounts for investments traded but not yet settled are reported in Due to Broker or Due from Broker, in the Consolidated Statements of Assets and Liabilities.

Foreign Currency

Foreign currency amounts are translated into US Dollars (USD) on the following basis:


i.	fair value of investment securities, other assets and liabilities—at the spot exchange rate on the last business day of the period; and


ii.	purchases and sales of investment securities, income and expenses—at the rates of exchange prevailing on the respective dates of such investment transactions, income or expenses.

We do not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in fair values of investments held or disposed of during the period. Such fluctuations are included within the net realized and net change in unrealized gains or losses from investments in the Consolidated Statements of Operations.

Investment Risks

Our investments are subject to a variety of risks. Those risks include the following:

Market Risk

Market risk represents the potential loss that can be caused by a change in the fair value of the financial instrument.

Credit Risk

Credit risk represents the risk that we would incur if the counterparties failed to perform pursuant to the terms of their agreements with us.

Liquidity Risk

Liquidity risk represents the possibility that we may not be able to rapidly adjust the size of our investment positions in times of high volatility and financial stress at a reasonable price.

Interest Rate Risk

Interest rate risk represents a change in interest rates, which could result in an adverse change in the fair value of an interest-bearing financial instrument.

Prepayment Risk

Many of our debt investments allow for prepayment of principal without penalty. Downward changes in interest rates may cause prepayments to occur at a faster than expected rate, thereby effectively shortening the maturity of the security and making us less likely to fully earn all of the expected income of that security and reinvesting in a lower yielding instrument.

Structured Credit Related Risk

CLO investments may be riskier and less transparent to us than direct investments in underlying companies. CLOs typically will have no significant assets other than their underlying senior secured loans. Therefore, payments on CLO investments are and will be payable solely from the cash flows from such senior secured loans.

Online Small-and-Medium-Sized Business Lending Risk

With respect to our online small-and-medium-sized business (“SME”) lending initiative, we invest primarily in marketplace loans through marketplace lending facilitators. We do not conduct loan origination activities ourselves. Therefore, our ability to purchase SME loans, and our ability to grow our portfolio of SME loans, is directly influenced by the business performance and competitiveness of the marketplace loan origination business of the marketplace lending facilitators from which we purchase SME loans. In addition, our ability to analyze the risk-return profile of SME loans is significantly dependent on the marketplace facilitators’ ability to effectively evaluate a borrower's credit profile and likelihood of default. If we are unable to effectively evaluate borrowers' credit profiles or the credit decisioning and scoring models implemented by each facilitator, we may incur unanticipated losses which could adversely impact our operating results.

Foreign Currency

Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices more volatile than those of comparable U.S. companies or U.S. government securities.

Investment Valuation

To value our investments, we follow the guidance of ASC 820, Fair Value Measurement (“ASC 820”), that defines fair value, establishes a framework for measuring fair value in conformity with accounting principles generally accepted in the United States of America (“GAAP”), and requires disclosures about fair value measurements. In accordance with ASC 820, the fair value of our investments is defined as the price that we would receive upon selling an investment in an orderly transaction to an independent buyer in the principal or most advantageous market in which that investment is transacted.

ASC 820 classifies the inputs used to measure these fair values into the following hierarchy:

Level 1: Quoted prices in active markets for identical assets or liabilities, accessible by us at the measurement date.

Level 2: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.

Level 3: Unobservable inputs for the asset or liability.

In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each investment.

Our Board of Directors has established procedures for the valuation of our investment portfolio. These procedures are detailed below.

Investments for which market quotations are readily available are valued at such market quotations.

For most of our investments, market quotations are not available. With respect to investments for which market quotations are not readily available or when such market quotations are deemed not to represent fair value, our Board of Directors has approved a multi-step valuation process each quarter, as described below.


1.	Each portfolio company or investment is reviewed by our investment professionals with independent valuation firms engaged by our Board of Directors.


2.	The independent valuation firms prepare independent valuations for each investment based on their own independent assessments and issue their report.


3.	The Audit Committee of our Board of Directors reviews and discusses with the independent valuation firms the valuation reports, and then makes a recommendation to the Board of Directors of the value for each investment.


4.	The Board of Directors discusses valuations and determines the fair value of each investment in our portfolio in good faith based on the input of the Investment Adviser, the respective independent valuation firm and the Audit Committee.

Our non-CLO investments are valued utilizing a yield technique, enterprise value (“EV”) technique, net asset value technique, liquidation technique, discounted cash flow technique, or a combination of techniques, as appropriate. The yield technique uses loan spreads for loans and other relevant information implied by market data involving identical or comparable assets or liabilities. Under the EV technique, the EV of a portfolio company is first determined and allocated over the portfolio company’s securities in order of their preference relative to one another (i.e., “waterfall” allocation). To determine the EV, we typically use a market (multiples) valuation approach that considers relevant and applicable market trading data of guideline public companies, transaction metrics from precedent merger and acquisitions transactions, and/or a discounted cash flow technique. The net asset value technique, an income approach, is used to derive a value of an underlying investment (such as real estate property) by dividing a relevant earnings stream by an appropriate capitalization rate. For this purpose, we consider capitalization rates for similar properties as may be obtained from guideline public companies and/or relevant transactions. The liquidation technique is intended to approximate the net recovery value of an investment based on, among other things, assumptions regarding liquidation proceeds based on a hypothetical liquidation of a portfolio company’s assets. The discounted cash flow technique converts future cash flows or earnings to a range of fair values from which a single estimate may be derived utilizing an appropriate discount rate. The fair value measurement is based on the net present value indicated by current market expectations about those future amounts.

In applying these methodologies, additional factors that we consider in valuing our investments may include, as we deem relevant: security covenants, call protection provisions, and information rights; the nature and realizable value of any collateral; the portfolio company’s ability to make payments; the principal markets in which the portfolio company does business; publicly available financial ratios of peer companies; the principal market; and enterprise values, among other factors.

Our investments in CLOs are classified as Level 3 fair value measured securities under ASC 820 and are valued using both a discounted single-path cash flow model and a discounted multi-path cash flow model. The CLO structures are analyzed to identify the risk exposures and to determine an appropriate call date (i.e., expected maturity). These risk factors are sensitized in the multi-path cash flow model using Monte Carlo simulations, which is a simulation used to model the probability of different outcomes, to generate probability-weighted (i.e., multi-path) cash flows from the underlying assets and liabilities. These cash flows, after payments to debt tranches senior to our equity positions, are discounted using appropriate market discount rates, and relevant data in the CLO market as well as certain benchmark credit indices are considered, to determine the value of each CLO investment. In addition, we generate a single-path cash flow utilizing our best estimate of expected cash receipts, and assess the reasonableness of the implied discount rate that would be effective for the value derived from the multi-path cash flows. We are not responsible for and have no influence over the asset management of the portfolios underlying the CLO investments we hold, as those portfolios are managed by non-affiliated third party CLO collateral managers. The main risk factors are default risk, prepayment risk, interest rate risk, downgrade risk, and credit spread risk.

Valuation of Other Financial Assets and Financial Liabilities

ASC 825, Financial Instruments, specifically ASC 825-10-25, permits an entity to choose, at specified election dates, to measure eligible items at fair value (the “Fair Value Option”). We have not elected the Fair Value Option to report selected financial assets and financial liabilities. See Note 8 for the disclosure of the fair value of our outstanding debt and the market observable inputs used in determining fair value.

Convertible Notes

We have recorded the Convertible Notes at their contractual amounts. We have determined that the embedded conversion options in the Convertible Unsecured Notes are not required to be separately accounted for as a derivative under ASC 815, Derivatives and Hedging. See Note 5 for further discussion.

Revenue Recognition

Realized gains or losses on the sale of investments are calculated using the specific identification method.

Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Loan origination fees, original issue discount, and market discounts are capitalized and accreted into interest income over the respective terms of the applicable loans using the effective interest method or straight-line, as applicable, and adjusted only for material amendments or prepayments. Upon a prepayment of a loan, prepayment premiums, original issue discount, or market discounts are recorded as interest income.

Loans are placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Unpaid accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans are either applied to the cost basis or interest income, depending upon management’s judgment of the collectibility of the loan receivable. Non-accrual loans are restored to accrual status when past due principal and interest is paid and in management’s judgment, is likely to remain current and future principal and interest collections when due are probable. Interest received and applied against cost while a loan is on non-accrual, and PIK interest capitalized but not recognized while on non-accrual, is recognized prospectively on the effective yield basis through maturity of the loan when placed back on accrual status, to the extent deemed collectible by management. As of March 31, 2018, approximately 1.3% of our total assets at fair value are in non-accrual status.

Some of our loans and other investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK income computed at the contractual rate is accrued into income and reflected as receivable up to the capitalization date. PIK investments offer issuers the option at each payment date of making payments in cash or in additional securities. When additional securities are received, they typically have the same terms, including maturity dates and interest rates as the original securities issued. On these payment dates, we capitalize the accrued interest (reflecting such amounts in the basis as additional securities received). PIK generally becomes due at maturity of the investment or upon the investment being called by the issuer. At the point that we believe PIK is not fully expected to be realized, the PIK investment will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are reversed from the related receivable through interest or dividend income, respectively. We do not reverse previously capitalized PIK interest or dividends. Upon capitalization, PIK is subject to the fair value estimates associated with their related investments. PIK investments on non-accrual status are restored to accrual status if we believe that PIK is expected to be realized.

Interest income from investments in the “equity” class of security of CLO funds (typically preferred shares, income notes or subordinated notes) and “equity” class of security of securitized trust is recorded based upon an estimation of an effective yield to expected maturity utilizing assumed cash flows in accordance with ASC 325-40, Beneficial Interests in Securitized Financial Assets. We monitor the expected cash inflows from our CLO and securitized trust equity investments, including the expected residual payments, and the effective yield is determined and updated periodically.

Dividend income is recorded on the ex-dividend date.

Other income generally includes amendment fees, commitment fees, administrative agent fees and structuring fees which are recorded when earned. Excess deal deposits, net profits interests and overriding royalty interests are included in other income. See Note 10 for further discussion.

Federal and State Income Taxes

therefore, we have made no provision for income taxes. The character of income and gains that we will distribute is determined in accordance with income tax regulations that may differ from GAAP. Book and tax basis differences relating to stockholder dividends and distributions and other permanent book and tax differences are reclassified to paid-in capital.

If we do not distribute (or are not deemed to have distributed) at least 98% of our annual ordinary income and 98.2% of our capital gains in the calendar year earned, we will generally be required to pay an excise tax equal to 4% of the amount by which 98% of our annual ordinary income and 98.2% of our capital gains exceed the distributions from such taxable income for the year. To the extent that we determine that our estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such taxable income, we accrue excise taxes, if any, on estimated excess taxable income. As of March 31, 2018, we do not expect to have any excise tax due for the 2018 calendar year. Thus, we have not accrued any excise tax for this period.

If we fail to satisfy the annual distribution requirement or otherwise fail to qualify as a RIC in any taxable year, we would be subject to tax on all of our taxable income at regular corporate income tax rates. We would not be able to deduct distributions to stockholders, nor would we be required to make distributions. Distributions would generally be taxable to our individual and other non-corporate taxable stockholders as ordinary dividend income eligible for the reduced maximum rate applicable to qualified dividend income to the extent of our current and accumulated earnings and profits, provided certain holding period and other requirements are met. Subject to certain limitations under the Code, corporate distributions would be eligible for the dividends-received deduction. To qualify again to be taxed as a RIC in a subsequent year, we would be required to distribute to our shareholders our accumulated earnings and profits attributable to non-RIC years. In addition, if we failed to qualify as a RIC for a period greater than two taxable years, then, in order to qualify as a RIC in a subsequent year, we would be required to elect to recognize and pay tax on any net built-in gain (the excess of aggregate gain, including items of income, over aggregate loss that would have been realized if we had been liquidated) or, alternatively, be subject to taxation on such built-in gain recognized for a period of ten years.

We follow ASC 740, Income Taxes (“ASC 740”). ASC 740 provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the consolidated financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing our tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. As of March 31, 2018 and for the three and nine months then ended, we did not record any unrecognized tax benefits or liabilities. Management’s determinations regarding ASC 740 may be subject to review and adjustment at a later date based upon factors including, but not limited to, an on-going analysis of tax laws, regulations and interpretations thereof. Although we file both federal and state income tax returns, our major tax jurisdiction is federal. Our federal tax returns for the tax years ended August 31, 2014 and thereafter remain subject to examination by the Internal Revenue Service.

Dividends and Distributions

Dividends and distributions to common stockholders are recorded on the ex-dividend date. The amount, if any, to be paid as a monthly dividend or distribution is approved by our Board of Directors quarterly and is generally based upon our management’s estimate of our future taxable earnings. Net realized capital gains, if any, are distributed at least annually.

Financing Costs

We record origination expenses related to our Revolving Credit Facility, and Convertible Notes, Public Notes and Prospect Capital InterNotes® (collectively, our “Unsecured Notes”) as deferred financing costs. These expenses are deferred and amortized as part of interest expense using the straight-line method over the stated life of the obligation for our Revolving Credit Facility. The same methodology is used to approximate the effective yield method for our Prospect Capital InterNotes® and our at-the-market offering of our existing unsecured notes that mature on June 15, 2024 (“2024 Notes Follow-on Program”). The effective interest method is used to amortize deferred financing costs for our remaining Unsecured Notes over the respective expected life or maturity. In the event that we modify or extinguish our debt before maturity, we follow the guidance in ASC 470-50, Modification and Extinguishments (“ASC 470-50”). For modifications to or exchanges of our Revolving Credit Facility, any unamortized deferred costs relating to lenders who are not part of the new lending group are expensed. For extinguishments of our Unsecured Notes, any unamortized deferred costs are deducted from the carrying amount of the debt in determining the gain or loss from the extinguishment.

Unamortized deferred financing costs are presented as a direct deduction to the respective Unsecured Notes (see Notes 5, 6, and 7).

We may record registration expenses related to shelf filings as prepaid expenses. These expenses consist principally of the Securities and Exchange Commission (“SEC”) registration fees, legal fees and accounting fees incurred. These prepaid expenses are charged

to capital upon the receipt of proceeds from an equity offering or charged to expense if no offering is completed. As of March 31, 2018 and June 30, 2017, there are no prepaid expenses related to registration expenses and all amounts incurred have been expensed.

Guarantees and Indemnification Agreements

We follow ASC 460, Guarantees (“ASC 460”). ASC 460 elaborates on the disclosure requirements of a guarantor in its interim and annual consolidated financial statements about its obligations under certain guarantees that it has issued. It also requires a guarantor to recognize, at the inception of a guarantee, for those guarantees that are covered by ASC 460, the fair value of the obligation undertaken in issuing certain guarantees.

Per Share Information

Net increase or decrease in net assets resulting from operations per share is calculated using the weighted average number of common shares outstanding for the period presented. In accordance with ASC 946, convertible securities are not considered in the calculation of net asset value per share.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which amends the financial instruments impairment guidance so that an entity is required to measure expected credit losses for financial assets based on historical experience, current conditions and reasonable and supportable forecasts. As such, an entity will use forward-looking information to estimate credit losses. ASU 2016-13 also amends the guidance in FASB ASC Subtopic No. 325-40, Investments-Other, Beneficial Interests in Securitized Financial Assets, related to the subsequent measurement of accretable yield recognized as interest income over the life of a beneficial interest in securitized financial assets under the effective yield method. ASU 2016-13 is effective for financial statements issued for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently evaluating the impact, if any, of adopting this ASU on our consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), which addresses certain aspects of cash flow statement classification. One such amendment requires cash payments for debt prepayment or debt extinguishment costs to be classified as cash outflows for financing activities. ASU 2016-15 is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The adoption of the amended guidance in ASU 2016-15 is not expected to have a significant effect on our consolidated financial statements and disclosures.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which amends accounting guidance for revenue recognition arising from contracts with customers. Under the new guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services. In August 2015, the FASB also issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which deferred the effective date of the standard for one year. As a result, the guidance is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted as of fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. We are currently evaluating the impact, if any, of adopting this ASU on our consolidated financial statements.

Note 3. Portfolio Investments

At March 31, 2018, we had investments in 134 long-term portfolio investments, which had an amortized cost of $5,864,967 and a fair value of $5,719,804. At June 30, 2017, we had investments in 121 long-term portfolio investments, which had an amortized cost of $5,981,556 and a fair value of $5,838,305.

The original cost basis of debt placement and equity securities acquired, including follow-on investments for existing portfolio companies, payment-in-kind interest, and structuring fees, totaled $1,390,816 and $1,266,294 during the nine months ended March 31, 2018 and March 31, 2017, respectively. Debt repayments and considerations from sales of equity securities of $1,471,246 and $1,061,839 were received during the nine months ended March 31, 2018 and March 31, 2017, respectively.

The following table shows the composition of our investment portfolio as of March 31, 2018 and June 30, 2017.



	March 31, 2018				June 30, 2017
	Cost		Fair Value		Cost		Fair Value
Revolving Line of Credit	$	38,659	$	38,593	$	27,409	$	27,409
Senior Secured Debt	2,634,484		2,537,625		2,940,163		2,798,796
Subordinated Secured Debt	1,391,914		1,317,084		1,160,019		1,107,040
Subordinated Unsecured Debt	38,393		30,809		37,934		44,434
Small Business Loans	288		199		8,434		7,964
CLO Residual Interest	1,096,809		944,815		1,150,006		1,079,712
Equity	664,420		850,679		657,591		772,950
Total Investments	$	5,864,967	$	5,719,804	$	5,981,556	$	5,838,305

In the previous table and throughout the remainder of this footnote, we aggregate our portfolio investments by type of investment, which may differ slightly from the nomenclature used by the constituent instruments defining the rights of holders of the investment, as disclosed on our Consolidated Schedules of Investments (“SOI”). The following investments are included in each category:


•	Revolving Line of Credit includes our investments in delayed draw term loans.


•	Senior Secured Debt includes investments listed on the SOI such as senior secured term loans, senior term loans, secured promissory notes, senior demand notes, and first lien term loans.


•	Subordinated Secured Debt includes investments listed on the SOI such as subordinated secured term loans, subordinated term loans, senior subordinated notes, and second lien term loans.


•	Subordinated Unsecured Debt includes investments listed on the SOI such as subordinated unsecured notes and senior unsecured notes.


•	Small Business Loans includes our investments in SME whole loans purchased from OnDeck.


•	CLO Residual Interest includes our investments in the “equity” security class of CLO funds such as income notes, preference shares, and subordinated notes.


•	Equity, unless specifically stated otherwise, includes our investments in preferred stock, common stock, membership interests, net profits interests, net operating income interests, net revenue interests, overriding royalty interests, escrows receivable, and warrants.

The following table shows the fair value of our investments disaggregated into the three levels of the ASC 820 valuation hierarchy as of March 31, 2018.



	Level 1		Level 2		Level 3		Total
Revolving Line of Credit	$	—	$	—	$	38,593	$	38,593
Senior Secured Debt	—		—		2,537,625		2,537,625
Subordinated Secured Debt	—		—		1,317,084		1,317,084
Subordinated Unsecured Debt	—		—		30,809		30,809
Small Business Loans	—		—		199		199
CLO Residual Interest	—		—		944,815		944,815
Equity	—		—		850,679		850,679
Total Investments	$	—	$	—	$	5,719,804	$	5,719,804

The following table shows the fair value of our investments disaggregated into the three levels of the ASC 820 valuation hierarchy as of June 30, 2017.



	Level 1		Level 2		Level 3		Total
Revolving Line of Credit	$	—	$	—	$	27,409	$	27,409
Senior Secured Debt	—		—		2,798,796		2,798,796
Subordinated Secured Debt	—		—		1,107,040		1,107,040
Subordinated Unsecured Debt	—		—		44,434		44,434
Small Business Loans	—		—		7,964		7,964
CLO Residual Interest	—		—		1,079,712		1,079,712
Equity	—		—		772,950		772,950
Total Investments	$	—	$	—	$	5,838,305	$	5,838,305

The following tables show the aggregate changes in the fair value of our Level 3 investments during the nine months ended March 31, 2018.



	Fair Value Measurements Using Unobservable Inputs (Level 3)
	Control Investments			Affiliate Investments			Non-Control/ Non-Affiliate Investments			Total
Fair value as of June 30, 2017	$	1,911,775		$	11,429		$	3,915,101		$	5,838,305
Net realized gains (losses) on investments	13			(13,351		)	(5,800		)	(19,138		)
Net change in unrealized gains (losses)(1)	46,898			19,678			(68,488		)	(1,912		)
Net realized and unrealized gains (losses)	46,911			6,327			(74,288		)	(21,050		)
Purchases of portfolio investments	145,623			3,588			1,235,479			1,384,690
Payment-in-kind interest	4,210			428			1,490			6,128
Accretion (amortization) of discounts and premiums, net	1,532			—			(19,238		)	(17,706		)
Repayments and sales of portfolio investments	(91,705		)	(846		)	(1,378,012		)	(1,470,563		)
Transfers within Level 3(1)	(31,362		)	31,362			—			—
Transfers in (out) of Level 3(1)	—			—			—			—
Fair value as of March 31, 2018	$	1,986,984		$	52,288		$	3,680,532		$	5,719,804



	Revolving Line of Credit			Senior Secured Debt			Subordinated Secured Debt			Subordinated Unsecured Debt			Small Business Loans			CLO Residual Interest			Equity			Total
Fair value as of June 30, 2017	$	27,409		$	2,798,796		$	1,107,040		$	44,434		$	7,964		$	1,079,712		$	772,950		$	5,838,305
Net realized gains (losses) on investments	—			(16,369		)	—			13			(322		)	(2,495		)	35			(19,138		)
Net change in unrealized gains (losses)(1)	(66		)	44,514			(21,855		)	(14,085		)	381			(81,704		)	70,903			(1,912		)
Net realized and unrealized gains (losses)	(66		)	28,145			(21,855		)	(14,072		)	59			(84,199		)	70,938			(21,050		)
Purchases of portfolio investments	19,308			902,101			354,603			—			7,551			32,134			68,993			1,384,690
Payment-in-kind interest	—			3,672			1,996			460			—			—			—			6,128
Accretion (amortization) of discounts and premiums, net	—			2,304			3,960			—			—			(23,970		)	—			(17,706		)
Repayments and sales of portfolio investments	(8,058		)	(1,240,097		)	(128,660		)	(13		)	(15,375		)	(58,862		)	(19,498		)	(1,470,563		)
Transfers within Level 3(1)	—			42,704			—			—			—			—			(42,704		)	—
Transfers in (out) of Level 3(1)	—			—			—			—			—			—			—			—
Fair value as of March 31, 2018	$	38,593		$	2,537,625		$	1,317,084		$	30,809		$	199		$	944,815		$	850,679		$	5,719,804


(1)	Transfers, if any, are assumed to have occurred at the beginning of the quarter during which the asset was transferred. Refer to Consolidated Schedule of Investment endnotes #47 and #48 for the fair value and change in unrealized transferred as a result of changes in control.

The following tables show the aggregate changes in the fair value of our Level 3 investments during the nine months ended March 31, 2017.



	Fair Value Measurements Using Unobservable Inputs (Level 3)
	Control Investments			Affiliate Investments			Non-Control/ Non-Affiliate Investments			Total
Fair value as of June 30, 2016	$	1,752,449		$	11,320		$	4,133,939		$	5,897,708
Net realized gains (losses) on investments	184			137			(1,438		)	(1,117		)
Net change in unrealized gains (losses)	(30,937		)	(1,854		)	(2,480		)	(35,271		)
Net realized and unrealized gains (losses)	(30,753		)	(1,717		)	(3,918		)	(36,388		)
Purchases of portfolio investments	300,921			—			951,047			1,251,968
Payment-in-kind interest	11,003			—			3,323			14,326
Accretion (amortization) of discounts and premiums, net	563			—			(43,500		)	(42,937		)
Repayments and sales of portfolio investments	(163,609		)	(2,364		)	(893,938		)	(1,059,911		)
Transfers within Level 3(1)	22,145			—			(22,145		)	—
Transfers in (out) of Level 3(1)	—			—			—			—
Fair value as of March 31, 2017	$	1,892,719		$	7,239		$	4,124,808		$	6,024,766



	Revolving Line of Credit			Senior Secured Debt			Subordinated Secured Debt			Subordinated Unsecured Debt			Small Business Loans			CLO Residual Interest			Equity			Total
Fair value as of June 30, 2016	$	13,274		$	2,941,722		$	1,209,604		$	68,358		$	14,215		$	1,009,696		$	640,839		$	5,897,708
Net realized gains (losses) on investments	—			238			146			5			(2,378		)	—			872			(1,117		)
Net change in unrealized gains (losses)	—			(37,062		)	10,610			11,723			(167		)	773			(21,148		)	(35,271		)
Net realized and unrealized gains (losses)	—			(36,824		)	10,756			11,728			(2,545		)	773			(20,276		)	(36,388		)
Purchases of portfolio investments	15,621			683,381			328,791			—			42,164			108,676			73,335			1,251,968
Payment-in-kind interest	—			4,364			8,048			1,914			—			—			—			14,326
Accretion (amortization) of discounts and premiums, net	—			499			3,192			—			—			(46,628		)	—			(42,937		)
Repayments and sales of portfolio investments	(7,424		)	(593,665		)	(329,714		)	(40,005		)	(43,313		)	—			(45,790		)	(1,059,911		)
Transfers within Level 3(1)	—			(77,145		)	—			—			—			—			77,145			—
Transfers in (out) of Level 3(1)	—			—			—			—			—			—			—			—
Fair value as of March 31, 2017	$	21,471		$	2,922,332		$	1,230,677		$	41,995		$	10,521		$	1,072,517		$	725,253		$	6,024,766


(1)	Transfers, if any, are assumed to have occurred at the beginning of the quarter during which the asset was transferred.

For the nine months ended March 31, 2018 and March 31, 2017, the net change in unrealized (losses) gains on the investments that use Level 3 inputs was ($28,205) and ($46,678) for investments still held as of March 31, 2018 and March 31, 2017, respectively.

The ranges of unobservable inputs used in the fair value measurement of our Level 3 investments as of March 31, 2018 were as follows:

Unobservable Input

Asset Category

Fair Value

Primary Valuation Approach or Technique

Input

Range

Weighted

Average

Senior Secured Debt

1,691,444

Discounted Cash Flow

(Yield analysis)

Market Yield

7.1% - 23.1%

11.7%

Senior Secured Debt

222,417

Enterprise Value Waterfall (Market approach)

EBITDA Multiple

4.0x - 9.8x

6.8x

Senior Secured Debt

44,719

Enterprise Value Waterfall (Market approach)

Revenue Multiple

0.3x - 3.0x

2.7x

Senior Secured Debt

47,099

Enterprise Value Waterfall (Discounted cash flow)

Discount Rate

7.4% - 16.0%

10.6%

Senior Secured Debt

787

Liquidation Analysis

N/A

Senior Secured Debt (1)

276,549

Enterprise Value Waterfall

Loss-adjusted discount rate

3.0% - 14.0%

10.8%

Senior Secured Debt (2)

293,203

Enterprise Value Waterfall (NAV Analysis)

Capitalization Rate

3.3% - 8.0%

5.6%

Senior Secured Debt (2)

Discounted Cash Flow

Discount Rate

6.5% - 7.5%

7.0%

Subordinated Secured Debt

899,248

Discounted Cash Flow

(Yield analysis)

Market Yield

6.1% - 25.8%

11.6%

Subordinated Secured Debt

28,622

Enterprise Value Waterfall (Market approach)

EBITDA Multiple

6.8x - 9.5x

8.1x

Subordinated Secured Debt

47,780

Enterprise Value Waterfall (Market approach)

Revenue Multiple

0.3x - 0.4x

0.3x

Subordinated Secured Debt (3)

341,434

Enterprise Value Waterfall (Market approach)

Book Value Multiple

0.7x - 3.1x

2.5x

Subordinated Secured Debt (3)

Enterprise Value Waterfall (Market approach)

Earnings Multiple

7.5x - 13.0x

11.9x

Subordinated Unsecured Debt

30,809

Enterprise Value Waterfall (Market approach)

EBITDA Multiple

5.8x - 10.8x

9.1x

Small Business Loans (4)

199

Discounted Cash Flow

Loss-adjusted Discount Rate

4.4% - 27.7%

15.7%

CLO Residual Interest (5)

944,815

Discounted Cash Flow

Discount Rate

1.6% - 26.3%

17.9%

Preferred Equity

65,477

Enterprise Value Waterfall (Market approach)

EBITDA Multiple

2.5x - 7.5x

3.0x

Common Equity/Interests/Warrants

28,415

Enterprise Value Waterfall (Market approach)

EBITDA Multiple

2.5x - 8.5x

5.8x

Common Equity/Interests/Warrants

46,378

Enterprise Value Waterfall (Market approach)

Revenue Multiple

0.6x - 1.4x

0.9x

Common Equity/Interests/Warrants (1)

20,975

Enterprise Value Waterfall

Loss-adjusted discount rate

3.0% - 14.0%

10.8%

Common Equity/Interests/Warrants (2)

348,148

Enterprise Value Waterfall (NAV analysis)

Capitalization Rate

3.3% - 8.0%

5.6%

Common Equity/Interests/Warrants (2)

Discounted Cash Flow

Discount Rate

6.5% - 7.5%

7.0%

Common Equity/Interests/Warrants (3)

198,914

Enterprise Value Waterfall (Market approach)

Book Value Multiple

0.7x - 3.1x

2.4x

Common Equity/Interests/Warrants (3)

Enterprise Value Waterfall (Market approach)

Earnings Multiple

7.5x - 13.0x

11.9x

Common Equity/Interests/Warrants (6)

92,275

Discounted Cash Flow

Discount Rate

6.5% - 7.5%

7.0%

Common Equity/Interests/Warrants

35,462

Discounted Cash Flow

Discount Rate

7.4% - 16.0%

8.8%

Common Equity/Interests/Warrants

13,735

Liquidation Analysis

N/A

Escrow Receivable

900

Discounted Cash Flow

Discount Rate

7.4% - 8.5%

8.0%

Total Level 3 Investments

5,719,804

(1)

Represents an investment in a subsidiary of our controlled investment NPRC. The Enterprise Value Waterfall analysis of NPRC includes the fair value of the investments in such indirect subsidiary’s consumer loans purchased from online consumer lending platforms, which are valued using a discounted cash flow valuation technique. The key unobservable input to the discounted cash flow analysis is noted in the table. In addition, the valuation also used projected loss rates as an unobservable input ranging from 0.00-21.53%, with a weighted average of 5.77%.


(2)	Represents our REIT investments. EV waterfall methodology uses both the net asset value analysis and discounted cash flow analysis, which are weighted equally (50%).

(3)

Represents investments in consumer finance subsidiaries. The enterprise value waterfall methodology utilizes book value and earnings multiples, as noted above. In addition, the valuation of certain consumer finance companies utilizes the discounted cash flow technique whereby the significant unobservable input is the discount rate. For these companies the book value multiple and earnings multiple techniques are weighted 37.5% and the discounted cash flow technique is weighted 25%. For these companies the discount rate ranged from 13.0% to 16.0% with a weighted average of 14.2%.


(4)	Includes our investments in small business whole loans purchased from OnDeck. Valuation also used projected loss rates as an unobservable input ranging from 0.00%-0.62%, with a weighted average of 0.06%.


(5)	Discount rate range and weighted average calculations exclude investments called for redemption.


(6)	Represents net operating income interests in our REIT investments.

The ranges of unobservable inputs used in the fair value measurement of our Level 3 investments as of June 30, 2017 were as follows:

Unobservable Input

Asset Category

Fair Value

Primary Valuation Approach or Technique

Input

Range

Weighted

Average

Senior Secured Debt

1,977,660

Discounted Cash Flow

(Yield analysis)

Market Yield

5.1%-27.0%

10.7%

Senior Secured Debt

211,856

Enterprise Value Waterfall (Market approach)

EBITDA Multiple

4.0x-9.0x

6.7x

Senior Secured Debt

27,479

Enterprise Value Waterfall (Market approach)

Revenue Multiple

0.3x-0.6x

0.4x

Senior Secured Debt

47,099

Enterprise Value Waterfall (Discounted cash flow)

Discount Rate

7.3%-15.9%

11.6%

Senior Secured Debt

1,630

Liquidation Analysis

N/A

Senior Secured Debt (1)

269,166

Enterprise Value Waterfall

Loss-adjusted discount rate

3.0%-14.2%

10.6%

Senior Secured Debt (2)

291,315

Enterprise Value Waterfall (NAV Analysis)

Capitalization Rate

3.4%-8.0%

6.1%

Senior Secured Debt (2)

Discounted Cash Flow

Discount Rate

6.5%-7.5%

7.0%

Subordinated Secured Debt

665,405

Discounted Cash Flow

(Yield analysis)

Market Yield

5.9%-27.0%

11.4%

Subordinated Secured Debt

111,847

Enterprise Value Waterfall (Market approach)

EBITDA Multiple

6.3x-8.0x

7.3x

Subordinated Secured Debt (3)

329,788

Enterprise Value Waterfall (Market approach)

Book Value Multiple

1.2x-2.8x

2.4x

Subordinated Secured Debt (3)

Enterprise Value Waterfall (Market approach)

Earnings Multiple

7.5x-12.0x

11.0x

Subordinated Unsecured Debt

44,434

Enterprise Value Waterfall (Market approach)

EBITDA Multiple

5.8x-8.5x

7.7x

Small Business Loans (4)

7,964

Discounted Cash Flow

Loss-adjusted Discount Rate

3.0%-25.9%

25.9%

CLO Residual Interest (5)

1,079,712

Discounted Cash Flow

Discount Rate

12.0%-21.9%

17.0%

Preferred Equity

10,992

Enterprise Value Waterfall (Market approach)

EBITDA Multiple

4.0x-9.0x

4.8x

Preferred Equity

72,216

Enterprise Value Waterfall (Market approach)

Revenue Multiple

2.3x-2.8x

2.6x

Common Equity/Interests/Warrants

46,373

Enterprise Value Waterfall (Market approach)

EBITDA Multiple

4.0x-8.5x

6.0x

Common Equity/Interests/Warrants

22,671

Enterprise Value Waterfall (Market approach)

Revenue Multiple

0.3x-2.8x

1.2x

Common Equity/Interests/Warrants (1)

93,801

Enterprise Value Waterfall

Loss-adjusted discount rate

3.0%-14.2%

10.6%

Common Equity/Interests/Warrants (2)

244,245

Enterprise Value Waterfall (NAV analysis)

Capitalization Rate

3.4%-8.0%

6.1%

Common Equity/Interests/Warrants (2)

Discounted Cash Flow

Discount Rate

6.5%-7.5%

7.0%

Common Equity/Interests/Warrants (3)

134,481

Enterprise Value Waterfall (Market approach)

Book Value Multiple

1.2x-2.8x

2.3x

Common Equity/Interests/Warrants (3)

Enterprise Value Waterfall (Market approach)

Earnings Multiple

7.5x-12.0x

10.8x

Common Equity/Interests/Warrants (6)

88,777

Discounted Cash Flow

Discount Rate

6.5%-7.5%

7.0%

Common Equity/Interests/Warrants

28,858

Discounted Cash Flow

Discount Rate

6.4%-18.0%

11.8%

Common Equity/Interests/Warrants

29,672

Liquidation Analysis

N/A

Escrow Receivable

864

Discounted Cash Flow

Discount Rate

6.4%-7.5%

7.0%

Total Level 3 Investments

5,838,305

(1)


(2)	Represents our REIT investments. EV waterfall methodology uses both the net asset value analysis and discounted cash flow analysis, which are weighted equally (50%).

(3)

Represents investments in consumer finance subsidiaries. The enterprise value waterfall methodology utilizes book value and earnings multiples, as noted above. In addition, the valuation of certain consumer finance companies utilizes the discounted cash flow technique whereby the significant unobservable input is the discount rate. For these companies each valuation technique (book value multiple, earnings multiple and discounted cash flow) is weighted equally. For these companies the discount rate ranged from 13.5% to 18.0% with a weighted average of 14.7%.


(4)	Includes our investments in small business whole loans purchased from OnDeck. Valuation also used projected loss rates as an unobservable input ranging from 0.01%-1.16%, with a weighted average of 0.88%.


(5)	Discount rate range and weighted average calculations exclude investments called for redemption.


(6)	Represents net operating income interests in our REIT investments.

In determining the range of values for debt instruments, except CLOs and debt investments in controlling portfolio companies, management and the independent valuation firm estimated corporate and security credit ratings and identified corresponding yields to maturity for each loan from relevant market data. A discounted cash flow technique was then applied using the appropriate yield to maturity as the discount rate, to determine a range of values. In determining the range of values for debt investments of controlled companies and equity investments, the enterprise value was determined by applying a market approach such as using earnings before income interest, tax, depreciation and amortization (“EBITDA”) multiples, net income and/or book value multiples for similar guideline public companies and/or similar recent investment transactions and/or an income approach, such as the discounted cash flow technique. For stressed debt and equity investments, a liquidation analysis was used.

In determining the range of values for our investments in CLOs, the independent valuation firm uses both a discounted single-path cash flow model and a discounted multi-path cash flow model. The valuations were accomplished through the analysis of the CLO deal structures to identify the risk exposures from the modeling point of view as well as to determine an appropriate call date (i.e., expected maturity). These risk factors are sensitized in the multi-path cash flow model using Monte Carlo simulations to generate probability-weighted (i.e., multi-path) cash flows for the underlying assets and liabilities. These cash flows are discounted using appropriate market discount rates, and relevant data in the CLO market and certain benchmark credit indices are considered, to determine the value of each CLO investment. In addition, we generate a single-path cash flow utilizing our best estimate of expected cash receipts, and assess the reasonableness of the implied discount rate that would be effective for the value derived from the corresponding multi-path cash flow model.

Our portfolio consists of residual interests in CLOs, which involve a number of significant risks. CLOs are typically very highly levered (10 - 14 times), and therefore the residual interest tranches that we invest in are subject to a higher degree of risk of total loss. In particular, investors in CLO residual interests indirectly bear risks of the underlying loan investments held by such CLOs. We generally have the right to receive payments only from the CLOs, and generally do not have direct rights against the underlying borrowers or the entity that sponsored the CLOs. While the CLOs we target generally enable the investor to acquire interests in a pool of senior loans without the expenses associated with directly holding the same investments, the prices of indices and securities underlying our CLOs will rise or fall. These prices (and, therefore, the prices of the CLOs) will be influenced by the same types of political and economic events that affect issuers of securities and capital markets generally. The failure by a CLO investment in which we invest to satisfy financial covenants, including with respect to adequate collateralization and/or interest coverage tests, could lead to a reduction in its payments to us. In the event that a CLO fails certain tests, holders of debt senior to us would be entitled to additional payments that would, in turn, reduce the payments we would otherwise be entitled to receive. Separately, we may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting CLO or any other investment we may make. If any of these occur, it could materially and adversely affect our operating results and cash flows.

The interests we have acquired in CLOs are generally thinly traded or have only a limited trading market. CLOs are typically privately offered and sold, even in the secondary market. As a result, investments in CLOs may be characterized as illiquid securities. In addition to the general risks associated with investing in debt securities, CLO residual interests carry additional risks, including, but not limited to: (i) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; (ii) the quality of the collateral may decline in value or default; (iii) the investments in CLO tranches will likely

be subordinate to other senior classes of note tranches thereof; and (iv) the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the CLO investment or unexpected investment results. Our net asset value may also decline over time if our principal recovery with respect to CLO residual interests is less than the cost of those investments. Our CLO investments and/or the underlying senior secured loans may prepay more quickly than expected, which could have an adverse impact on our value.

We hold more than a 10% interest in certain foreign corporations that are treated as controlled foreign corporations (“CFC”) for U.S. federal income tax purposes (including our residual interest tranche investments in CLOs). Therefore, we are treated as receiving a deemed distribution (taxable as ordinary income) each year from such foreign corporations in an amount equal to our pro rata share of the corporation’s income for that tax year (including both ordinary earnings and capital gains). We are required to include such deemed distributions from a CFC in our taxable income and we are required to distribute at least 90% of such income to maintain our RIC status, regardless of whether or not the CFC makes an actual distribution during such year.

If we acquire shares in “passive foreign investment companies” (“PFICs”) (including residual interest tranche investments in CLOs that are PFICs), we may be subject to federal income tax on a portion of any “excess distribution” or gain from the disposition of such shares even if such income is distributed as a taxable dividend to our stockholders. Certain elections may be available to mitigate or eliminate such tax on excess distributions, but such elections (if available) will generally require us to recognize our share of the PFIC’s income for each year regardless of whether we receive any distributions from such PFICs. We must nonetheless distribute such income to maintain our status as a RIC.

Legislation enacted in 2010 imposes a withholding tax of 30% on payments of U.S. source interest and dividends paid after December 31, 2013, or gross proceeds from the disposition of an instrument that produces U.S. source interest or dividends paid after December 31, 2016, to certain non-U.S. entities, including certain non-U.S. financial institutions and investment funds, unless such non-U.S. entity complies with certain reporting requirements regarding its United States account holders and its United States owners. Most CLOs in which we invest will be treated as non-U.S. financial entities for this purpose, and therefore will be required to comply with these reporting requirements to avoid the 30% withholding. If a CLO in which we invest fails to properly comply with these reporting requirements, it could reduce the amounts available to distribute to residual interest and junior debt holders in such CLO vehicle, which could materially and adversely affect our operating results and cash flows.

If we are required to include amounts in income prior to receiving distributions representing such income, we may have to sell some of our investments at times and/or at prices management would not consider advantageous, raise additional debt or equity capital or forgo new investment opportunities for this purpose.

The significant unobservable input used to value our investments based on the yield technique and discounted cash flow technique is the market yield (or applicable discount rate) used to discount the estimated future cash flows expected to be received from the underlying investment, which includes both future principal and interest/dividend payments. Increases or decreases in the market yield (or applicable discount rate) would result in a decrease or increase, respectively, in the fair value measurement. Management and the independent valuation firms consider the following factors when selecting market yields or discount rates: risk of default, rating of the investment and comparable company investments, and call provisions.

The significant unobservable inputs used to value our investments based on the EV analysis may include market multiples of specified financial measures such as EBITDA, net income, or book value of identified guideline public companies, implied valuation multiples from precedent M&A transactions, and/or discount rates applied in a discounted cash flow technique. The independent valuation firm identifies a population of publicly traded companies with similar operations and key attributes to that of the portfolio company. Using valuation and operating metrics of these guideline public companies and/or as implied by relevant precedent transactions, a range of multiples of the latest twelve months EBITDA, or other measure such as net income or book value, is typically calculated. The independent valuation firm utilizes the determined multiples to estimate the portfolio company’s EV generally based on the latest twelve months EBITDA of the portfolio company (or other meaningful measure). Increases or decreases in the multiple would result in an increase or decrease, respectively, in EV which would result in an increase or decrease in the fair value measurement of the debt of controlled companies and/or equity investment, as applicable. In certain instances, a discounted cash flow analysis may be considered in estimating EV, in which case, discount rates based on a weighted average cost of capital and application of the capital asset pricing model may be utilized.

The significant unobservable input used to value our private REIT investments based on the net asset value analysis is the capitalization rate applied to the earnings measure of the underlying property.

Changes in market yields, discount rates, capitalization rates or EBITDA multiples, each in isolation, may change the fair value measurement of certain of our investments. Generally, an increase in market yields, discount rates or capitalization rates, or a decrease in EBITDA (or other) multiples may result in a decrease in the fair value measurement of certain of our investments.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. Additionally, the fair value of our investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that we may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we could realize significantly less than the value at which we have recorded it.

In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected in the currently assigned valuations.

During the nine months ended March 31, 2018, the valuation methodology for Arctic Energy Services, LLC (“Arctic Energy”) changed to remove the liquidation analysis. As a result of the company’s performance and current market conditions, the fair value of our investment in Arctic Energy increased to $27,017 as of March 31, 2018, a discount of $37,429 from its amortized cost, compared to the $43,506 unrealized depreciation recorded at June 30, 2017.

During the nine months ended March 31, 2018, the valuation methodology for Spartan Energy Services, Inc. (“Spartan”) changed to remove the waterfall and liquidation analysis and incorporated an income method approach. As a result of the company’s improved performance and current market conditions, the fair value of our investment in Spartan increased to $30,238 as of March 31, 2018, a premium of $2,391 from its amortized cost, compared to the $16,769 unrealized depreciation recorded at June 30, 2017.

During the nine months ended March 31, 2018, one of our CLO investments was deemed to have an other-than-temporary impairment. In accordance with ASC 325-40, we recorded a total loss of $2,495 related to this investment for the amount by which amortized cost exceeded fair value as of the respective determination dates.

During the nine months ended March 31, 2018, we provided $60,912 of equity financing to NPRC for the acquisition of real estate properties and $1,112 of debt and $12,601 of equity financing to NPRC to fund capital expenditures for existing real estate properties.

During the nine months ended March 31, 2018, we provided $21,858 and $13,433 of debt and equity financing, respectively, to NPRC and its wholly-owned subsidiaries to support the online consumer loans and online consumer loan backed products. In addition, during the nine months ended March 31, 2018, we received partial repayments of $63,307 of our loans previously outstanding with NPRC and its wholly-owned subsidiaries and $10,403 as a return of capital on our equity investment in NPRC.

The online consumer loan investments held by certain of NPRC’s wholly-owned subsidiaries are unsecured obligations of individual borrowers that are issued in amounts ranging from $1 to $50, with fixed terms ranging from 24 to 84 months. As of March 31, 2018, the outstanding investment in online consumer loans by certain of NPRC’s wholly-owned subsidiaries was comprised of 73,663 individual loans and residual interests in two securitizations, and had an aggregate fair value of $441,123. The average outstanding individual loan balance was approximately $6 and the loans mature on dates ranging from April 1, 2018 to March 12, 2025 with a weighted-average outstanding term of 27 months as of March 31, 2018. Fixed interest rates range from 4.0% to 36.0% with a weighted-average current interest rate of 24.0%. As of March 31, 2018, our investment in NPRC and its wholly-owned subsidiaries relating to online consumer lending had a fair value of $297,524.

As of March 31, 2018, based on outstanding principal balance, 6.2% of the portfolio was invested in super prime loans (borrowers with a Fair Isaac Corporation (“FICO”) score, of 720 or greater), 19.0% of the portfolio in prime loans (borrowers with a FICO score of 660 to 719) and 74.8% of the portfolio in near prime loans (borrowers with a FICO score of 580 to 659, a portion of which are considered sub-prime).



Loan Type	Outstanding Principal Balance		Fair Value		Weighted Average Interest Rate*
Super Prime	$	24,957	$	24,319	13.2%
Prime	77,169		73,535		16.5%
Near Prime**	303,354		275,383		26.8%

*Weighted by outstanding principal balance of the online consumer loans.

**A portion of these loans are sub-prime borrowers.

As of March 31, 2018, our investment in NPRC and its wholly-owned subsidiaries had an amortized cost of $827,279 and a fair value of $1,031,150, including our investment in online consumer lending as discussed above. The fair value of $733,626 related to NPRC’s real estate portfolio was comprised of thirty-nine multi-families properties, twelve self-storage units, eight student housing properties and three commercial properties. The following table shows the location, acquisition date, purchase price, and mortgage outstanding due to other parties for each of the properties held by NPRC as of March 31, 2018.



No.	Property Name	City	Acquisition Date	Purchase Price		Mortgage Outstanding
1	Filet of Chicken	Forest Park, GA	10/24/2012	$	7,400	$	—
2	5100 Live Oaks Blvd, LLC	Tampa, FL	1/17/2013	63,400		46,622
3	Lofton Place, LLC	Tampa, FL	4/30/2013	26,000		20,309
4	Arlington Park Marietta, LLC	Marietta, GA	5/8/2013	14,850		9,650
5	NPRC Carroll Resort, LLC	Pembroke Pines, FL	6/24/2013	225,000		176,653
6	Cordova Regency, LLC	Pensacola, FL	11/15/2013	13,750		11,375
7	Crestview at Oakleigh, LLC	Pensacola, FL	11/15/2013	17,500		13,845
8	Inverness Lakes, LLC	Mobile, AL	11/15/2013	29,600		24,700
9	Kings Mill Pensacola, LLC	Pensacola, FL	11/15/2013	20,750		17,550
10	Plantations at Pine Lake, LLC	Tallahassee, FL	11/15/2013	18,000		14,092
11	Verandas at Rocky Ridge, LLC	Birmingham, AL	11/15/2013	15,600		10,205
12	Matthews Reserve II, LLC	Matthews, NC	11/19/2013	22,063		19,840
13	City West Apartments II, LLC	Orlando, FL	11/19/2013	23,562		23,170
14	Vinings Corner II, LLC	Smyrna, GA	11/19/2013	35,691		32,772
15	Atlanta Eastwood Village LLC	Stockbridge, GA	12/12/2013	25,957		22,635
16	Atlanta Monterey Village LLC	Jonesboro, GA	12/12/2013	11,501		11,013
17	Atlanta Hidden Creek LLC	Morrow, GA	12/12/2013	5,098		4,714
18	Atlanta Meadow Springs LLC	College Park, GA	12/12/2013	13,116		12,965
19	Atlanta Meadow View LLC	College Park, GA	12/12/2013	14,354		13,020
20	Atlanta Peachtree Landing LLC	Fairburn, GA	12/12/2013	17,224		15,422
21	NPH Carroll Bartram Park, LLC	Jacksonville, FL	12/31/2013	38,000		26,601
22	Crestview at Cordova, LLC	Pensacola, FL	1/17/2014	8,500		7,828
23	NPH Carroll Atlantic Beach, LLC	Atlantic Beach, FL	1/31/2014	13,025		8,234
24	Taco Bell, OK	Yukon, OK	6/4/2014	1,719		—
25	Taco Bell, MO	Marshall, MO	6/4/2014	1,405		—
26	23 Mile Road Self Storage, LLC	Chesterfield, MI	8/19/2014	5,804		4,350
27	36th Street Self Storage, LLC	Wyoming, MI	8/19/2014	4,800		3,600
28	Ball Avenue Self Storage, LLC	Grand Rapids, MI	8/19/2014	7,281		5,460
29	Ford Road Self Storage, LLC	Westland, MI	8/29/2014	4,642		3,480
30	Ann Arbor Kalamazoo Self Storage, LLC	Ann Arbor, MI	8/29/2014	4,458		3,345
31	Ann Arbor Kalamazoo Self Storage, LLC	Ann Arbor, MI	8/29/2014	8,927		6,695
32	Ann Arbor Kalamazoo Self Storage, LLC	Kalamazoo, MI	8/29/2014	2,363		1,775
33	Canterbury Green Apartments Holdings LLC	Fort Wayne, IN	9/29/2014	85,500		74,077
34	Abbie Lakes OH Partners, LLC	Canal Winchester, OH	9/30/2014	12,600		13,055
35	Kengary Way OH Partners, LLC	Reynoldsburg, OH	9/30/2014	11,500		13,502
36	Lakeview Trail OH Partners, LLC	Canal Winchester, OH	9/30/2014	26,500		23,256
37	Lakepoint OH Partners, LLC	Pickerington, OH	9/30/2014	11,000		14,480
38	Sunbury OH Partners, LLC	Columbus, OH	9/30/2014	13,000		14,115
39	Heatherbridge OH Partners, LLC	Blacklick, OH	9/30/2014	18,416		18,328
40	Jefferson Chase OH Partners, LLC	Blacklick, OH	9/30/2014	13,551		17,200



No.	Property Name	City	Acquisition Date	Purchase Price		Mortgage Outstanding
41	Goldenstrand OH Partners, LLC	Hilliard, OH	10/29/2014	7,810		9,600
42	Jolly Road Self Storage, LLC	Okemos, MI	1/16/2015	7,492		5,620
43	Eaton Rapids Road Self Storage, LLC	Lansing West, MI	1/16/2015	1,741		1,305
44	Haggerty Road Self Storage, LLC	Novi, MI	1/16/2015	6,700		5,025
45	Waldon Road Self Storage, LLC	Lake Orion, MI	1/16/2015	6,965		5,225
46	Tyler Road Self Storage, LLC	Ypsilanti, MI	1/16/2015	3,507		2,630
47	SSIL I, LLC	Aurora, IL	11/5/2015	34,500		26,450
48	Vesper Tuscaloosa, LLC	Tuscaloosa, AL	9/28/2016	54,500		43,123
49	Vesper Iowa City, LLC	Iowa City, IA	9/28/2016	32,750		24,825
50	Vesper Corpus Christi, LLC	Corpus Christi, TX	9/28/2016	14,250		10,800
51	Vesper Campus Quarters, LLC	Corpus Christi, TX	9/28/2016	18,350		14,175
52	Vesper College Station, LLC	College Station, TX	9/28/2016	41,500		32,058
53	Vesper Kennesaw, LLC	Kennesaw, GA	9/28/2016	57,900		48,676
54	Vesper Statesboro, LLC	Statesboro, GA	9/28/2016	7,500		5,912
55	Vesper Manhattan KS, LLC	Manhattan, KS	9/28/2016	23,250		15,145
56	JSIP Union Place, LLC	Franklin, MA	12/7/2016	64,750		51,800
57	9220 Old Lantern Way, LLC	Laurel, MD	1/30/2017	187,250		153,580
58	7915 Baymeadows Circle Owner, LLC	Jacksonville, FL	10/31/2017	95,700		76,560
59	8025 Baymeadows Circle Owner, LLC	Jacksonville, FL	10/31/2017	15,300		12,240
60	23275 Riverside Drive Owner, LLC	Southfield, MI	11/8/2017	52,000		44,044
61	23741 Pond Road Owner, LLC	Southfield, MI	11/8/2017	16,500		14,185
62	150 Steeplechase Way Owner, LLC	Largo, MD	1/10/2018	44,500		36,668
				$	1,708,122	$	1,399,579

On July 1, 2016, BNN Holdings Corp. was sold. The sale provided net proceeds for our minority position of $2,365, resulting in a realized gain of $137. During the three months ended December 31, 2016 we received remaining escrow proceeds, realizing an additional gain of $50.

On August 17, 2016, we made a $5,000 investment in BCD Acquisition, Inc. (“Big Tex”). On August 18, 2016, we sold our $5,000 investment in Big Tex and realized a gain of $138 on the sale.

On August 19, 2016, we sold our investment in Nathan’s Famous, Inc. for net proceeds of $3,240 and realized a gain of $240 on the sale.

On September 27, 2016, we received additional bankruptcy proceeds for our previously impaired investment in New Century Transportation, Inc., and recorded a realized gain of $936, offsetting the previously recognized loss.

On October 18, 2016, we received additional proceeds of $434 related to the May 31, 2016 sale of Harbortouch Payments, LLC. We realized a gain for the same amount.

On December 27, 2016, we exercised our warrants in R-V Industries, Inc. (“R-V”) to purchase additional common stock in R-V. As a result, we realized a gain of $172 on this transaction.

On March 14, 2017, assets previously held by Ark-La-Tex Wireline Services, LLC (“Ark-La-Tex”) were assigned to Wolf Energy Services, a new wholly-owned subsidiary of Wolf Energy Holdings, in exchange for a full reduction of Ark-La-Tex’s Senior Secured Term Loan A and a partial reduction of the Senior Secured Term Loan B cost basis, in total equal to $22,145. The cost basis of the transferred assets is equal to the appraised fair value of assets at the time of transfer.

On September 25, 2017, Prospect exchanged $1,600 of Senior Secured Term Loan A and $4,799 of Senior Secured Term Loan B investments in Targus International, LLC into 6,120,658 of common shares of Targus Cayman HoldCo Limited, and recorded a realized gain of $846, as a result of this transaction.

On December 11, 2017, Primesport, Inc. repaid the $53,001 Senior Secured Term Loan A and $71,481 Senior Secured Term Loan B loan receivable to us, for which we agreed to a payment to satisfy the loan less than the par amount and recorded a realized loss of $3,019, as a result of this transaction.

On February 26, 2018, we entered into a debt forgiveness agreement with Nixon, Inc., which terminated the $17,472 Senior Secured Term Loan receivable due to us. We recorded a realized loss of $14,197 as a result of this transaction.

As of March 31, 2018, $3,439,901 of our loans to portfolio companies, at fair value, bear interest at floating rates and have LIBOR floors ranging from 0.0% to 4.0%. As of March 31, 2018, $484,210 of our loans to portfolio companies, at fair value, bear interest at fixed rates ranging from 5.0% to 20.0%. As of June 30, 2017, $3,488,672 of our loans to portfolio companies, at fair value, bear interest at floating rates and have LIBOR floors ranging from 0.3% to 4.0%. As of June 30, 2017, $489,007 of our loans to portfolio companies, at fair value, bear interest at fixed rates ranging from 5.0% to 20.0%.

At March 31, 2018, four loan investments were on non-accrual status: Ark-La-Tex, Edmentum Ultimate Holdings, LLC (“Edmentum”) (the Unsecured Junior PIK Note), United Sporting Companies, Inc. (“USC”), and USES Corp. (“USES”). At June 30, 2017, seven loan investments were on non-accrual status: Ark-La-Tex, Edmentum (the Unsecured Junior PIK Note), Nixon, Spartan, USC, USES, and Venio LLC. Cost balances of these loans amounted to $223,842 and $286,388 as of March 31, 2018 and June 30, 2017, respectively. The fair value of these loans amounted to $75,966 and $154,417 as of March 31, 2018 and June 30, 2017, respectively. The fair values of these investments represent approximately 1.3% and 2.5% of our total assets at fair value as of March 31, 2018 and June 30, 2017, respectively.

Undrawn committed revolvers and delayed draw term loans to our portfolio companies incur commitment and unused fees ranging from 0.00% to 5.00%. As of March 31, 2018 and June 30, 2017, we had $19,675 and $22,925, respectively, of undrawn revolver and delayed draw term loan commitments to our portfolio companies. The fair value of our undrawn committed revolvers and delayed draw term loans was zero as of March 31, 2018 and June 30, 2017.

During the nine months ended March 31, 2018 and the nine months ended March 31, 2017, there were no sales of the senior secured Term Loan A investments. We serve as an agent for these loans and collect a servicing fee from the counterparties on behalf of the Investment Adviser. We receive a credit for these payments as a reduction of base management fee payable by us to the Investment Adviser. See Note 13 for further discussion.

Unconsolidated Significant Subsidiaries

Our investments are generally in small and mid-sized companies in a variety of industries. In accordance with Rules 3-09 and 4-08(g) of Regulation S-X, we must determine which of our unconsolidated controlled portfolio companies are considered “significant subsidiaries,” if any. In evaluating these investments, there are three tests utilized to determine if any of our controlled investments are considered significant subsidiaries: the asset test, the income test and the investment test. Rule 3-09 of Regulation S-X requires separate audited financial statements of an unconsolidated subsidiary in an annual report if any of the three tests exceed 20%. Rule 4-08(g) of Regulation S-X requires summarized financial information in an annual report if any of the three tests exceeds 10%, and summarized financial information in a quarterly report if either the investment or income test exceeds 20% pursuant to Rule 10-01(b) of Regulation S-X.

The following table summarizes the results of our analysis for the three tests for the nine months ended March 31, 2018 and year ended June 30, 2017.



	Asset Test		Income Test		Investment Test
	Greater than 10% but Less than 20%	Greater than 20%	Greater than 10% but Less than 20%	Greater than 20%	Greater than 10% but Less than 20%	Greater than 20%
Nine Months Ended March 31, 2018	N/A	N/A	N/A	First Tower Finance NPRC	N/A	-
Year Ended June 30, 2017	-	NPRC	First Tower Finance USES	NPRC	NPRC	-

Income, consisting of interest, dividends, fees, other investment income and realization of gains or losses, can fluctuate upon repayment or sale of an investment or the marking to fair value of an investment in any given year can be highly concentrated among several investments. After performing the income analysis for the nine months ended March 31, 2018, as currently promulgated by the SEC, we determined that two of our controlled investments individually generated more than 20% of our income, primarily due to the unrealized gains that were recognized on the investments during the nine months ended March 31, 2018. We do not believe that the calculation promulgated by the SEC correctly identifies significant subsidiaries but have included

First Tower Finance Company LLC (“First Tower Finance”) and NPRC as significant subsidiaries. NPRC, an unconsolidated majority-owned portfolio company, was considered a significant subsidiary at the 20% level as of and during the period ended March 31, 2018 and year ended June 30, 2017.

The following tables show summarized financial information for First Tower Finance, which met the 20% income test for the nine months ended March 31, 2018:



	March 31, 2018			June 30, 2017
Balance Sheet Data
Cash and invested assets	$	69,086		$	77,058
Accounts receivable, net	519,953			432,278
Property, plant and equipment, net	28,898			24,919
Intangibles, including goodwill	79,479			90,897
Other assets	4,702			2,404
Notes payable, due to Prospect or Affiliate	353,316			339,595
Other liabilities	406,865			341,553
Total equity	(58,063		)	(53,592		)



	Three Months Ended March 31,						Nine Months Ended March 31,
	2018			2017			2018			2017
Summary of Operations
Total revenue	$	56,941		$	54,299		$	174,143		$	169,034
Total expenses	64,615			60,688			182,981			184,267
Net loss	$	(7,674	)	$	(6,389	)	$	(8,838	)	$	(15,233	)

The following tables show summarized financial information for NPRC, which met the 20% income test for the nine months ended March 31, 2018:



	March 31, 2018			June 30, 2017
Balance Sheet Data
Cash and cash equivalents	$	164,789		$	94,394
Real estate, net	1,548,377			1,452,424
Unsecured consumer loans, at fair value	442,387			648,277
Other assets	37,128			40,386
Mortgages payable	1,390,108			1,310,462
Revolving credit facilities and other secured financing	227,533			341,878
Notes payable, due to Prospect or Affiliate	569,752			559,464
Other liabilities	49,145			37,339
Total equity	(43,857		)	(13,662		)



	Three Months Ended March 31,						Nine Months Ended March 31,
	2018			2017			2018			2017
Summary of Operations
Total revenue	$	144,196		$	125,667		$	342,539		$	320,773
Total expenses	87,305			79,449			254,776			236,973
Operating income	56,891			46,218			87,763			83,800
Depreciation and amortization	(18,816		)	(21,380		)	(54,418		)	(55,650		)
Fair value adjustment	(15,883		)	(26,640		)	(76,137		)	(73,553		)
Net income (loss)	$	22,192		$	(1,802	)	$	(42,792	)	$	(45,403	)

The SEC has requested comments on the proper mechanics of how the calculations related to Rules 3-09 and 4-08(g) of Regulation S-X should be completed. There is currently diversity in practice for the calculations. We expect that the SEC will clarify the calculation methods in the future.

Note 4. Revolving Credit Facility

On August 29, 2014, we renegotiated our previous credit facility and closed an expanded five and a half year revolving credit facility (the “2014 Facility” or the “Revolving Credit Facility”). The lenders have extended commitments of $885,000 under the 2014 Facility as of March 31, 2018. The 2014 Facility includes an accordion feature which allows commitments to be increased up to $1,500,000 in the aggregate. The revolving period of the 2014 Facility extends through March 2019, with an additional one year amortization period (with distributions allowed) after the completion of the revolving period. During such one year amortization period, all principal payments on the pledged assets will be applied to reduce the balance. At the end of the one year amortization period, the remaining balance will become due, if required by the lenders.

The 2014 Facility contains restrictions pertaining to the geographic and industry concentrations of funded loans, maximum size of funded loans, interest rate payment frequency of funded loans, maturity dates of funded loans and minimum equity requirements. The 2014 Facility also contains certain requirements relating to portfolio performance, including required minimum portfolio yield and limitations on delinquencies and charge-offs, violation of which could result in the early termination of the 2014 Facility. The 2014 Facility also requires the maintenance of a minimum liquidity requirement. As of March 31, 2018, we were in compliance with the applicable covenants.

Interest on borrowings under the 2014 Facility is one-month LIBOR plus 225 basis points. Additionally, the lenders charge a fee on the unused portion of the 2014 Facility equal to either 50 basis points if at least 35% of the credit facility is drawn or 100 basis points otherwise. The 2014 Facility requires us to pledge assets as collateral in order to borrow under the credit facility.

As of March 31, 2018 and June 30, 2017, we had $382,262 and $665,409, respectively, available to us for borrowing under the Revolving Credit Facility, of which $86,000 was outstanding as of March 31, 2018. We did not have any borrowings outstanding under the Revolving Credit Facility as of June 30, 2017. As additional eligible investments are transferred to PCF and pledged under the Revolving Credit Facility, PCF will generate additional availability up to the current commitment amount of $885,000. As of March 31, 2018, the investments, including cash, used as collateral for the Revolving Credit Facility had an aggregate fair value of $1,225,288, which represents 21.1% of our total investments, including cash. These assets are held and owned by PCF, a bankruptcy remote special purpose entity, and as such, these investments are not available to our general creditors. The release of any assets from PCF requires the approval of the facility agent.

In connection with the origination and amendments of the Revolving Credit Facility, we incurred $12,405 of new fees and $3,539 were carried over for continuing participants from the previous facility, all of which are being amortized over the term of the facility in accordance with ASC 470-50. As of March 31, 2018, $2,717 remains to be amortized and is reflected as deferred financing costs on the Consolidated Statements of Assets and Liabilities.

During the three months ended March 31, 2018 and March 31, 2017, we recorded $3,016 and $3,218, respectively, of interest costs, unused fees and amortization of financing costs on the Revolving Credit Facility as interest expense. During the nine months ended March 31, 2018 and March 31, 2017, we recorded $9,356 and $9,247, respectively, of interest costs, unused fees and amortization of financing costs on the Revolving Credit Facility as interest expense.

Note 5. Convertible Notes

each year, beginning August 15, 2011. Total proceeds from the issuance of the 2016 Notes, net of underwriting discounts and offering costs, were $167,325. Between January 30, 2012 and February 2, 2012, we repurchased $5,000 aggregate principal amount of the 2016 Notes at a price of 97.5, including commissions. The transactions resulted in our recognizing $10 of loss in the year ended June 30, 2012. On August 15, 2016, we repaid the outstanding principal amount of the 2016 Notes, plus interest. No gain or loss was realized on the transaction.

On April 16, 2012, we issued $130,000 aggregate principal amount of convertible notes that matured on October 15, 2017 (the “2017 Notes”). The 2017 Notes bore interest at a rate of 5.375% per year, payable semi-annually on April 15 and October 15 of each year, beginning October 15, 2012. Total proceeds from the issuance of the 2017 Notes, net of underwriting discounts and offering costs, were $126,035. On March 28, 2016, we repurchased $500 aggregate principal amount of the 2017 Notes at a price of 98.25, including commissions. The transaction resulted in our recognizing a $9 gain for the period ended March 31, 2016. On April 6, 2017, we repurchased $78,766 aggregate principal amount of the 2017 Notes at a price of 102.0, including commissions. The transaction resulted in our recognizing a $1,786 loss during the three months ended June 30, 2017. On October 15, 2017, we repaid the outstanding principal amount of the 2017 Notes, plus interest. No gain or loss was realized on the transaction.

On August 14, 2012, we issued $200,000 aggregate principal amount of convertible notes that matured on March 15, 2018 (the “2018 Notes”), unless previously converted or repurchased in accordance with their terms. The 2018 Notes bore interest at a rate of 5.75% per year, payable semi-annually on March 15 and September 15 of each year, beginning March 15, 2013. Total proceeds from the issuance of the 2018 Notes, net of underwriting discounts and offering costs, were $193,600. On April 6, 2017, we repurchased $114,581 aggregate principal amount of the 2018 Notes at a price of 103.5, including commissions. The transaction resulted in our recognizing a $4,700 loss during the three months ended June 30, 2017. On March 15, 2018, we repaid the outstanding principal amount of $85,419, plus interest, on the 2018 Notes. No gain or loss was realized on the transaction.

On December 21, 2012, we issued $200,000 aggregate principal amount of convertible notes that mature on January 15, 2019 (the “2019 Notes”), unless previously converted or repurchased in accordance with their terms. The 2019 Notes bear interest at a rate of 5.875% per year, payable semi-annually on January 15 and July 15 of each year, beginning July 15, 2013. Total proceeds from the issuance of the 2019 Notes, net of underwriting discounts and offering costs, were $193,600.

On April 11, 2014, we issued $400,000 aggregate principal amount of convertible notes that mature on April 15, 2020 (the “2020 Notes”), unless previously converted or repurchased in accordance with their terms. The 2020 Notes bear interest at a rate of 4.75% per year, payable semi-annually on April 15 and October 15 each year, beginning October 15, 2014. Total proceeds from the issuance of the 2020 Notes, net of underwriting discounts and offering costs, were $387,500. On January 30, 2015, we repurchased $8,000 aggregate principal amount of the 2020 Notes at a price of 93.0, including commissions. As a result of this transaction, we recorded a gain of $332, in the amount of the difference between the reacquisition price and the net carrying amount of the notes, net of the proportionate amount of unamortized debt issuance costs.

On April 11, 2017, we issued $225,000 aggregate principal amount of convertible notes that mature on July 15, 2022 (the “2022 Notes”), unless previously converted or repurchased in accordance with their terms. The 2022 Notes bear interest at a rate of 4.95% per year, payable semi-annually on January 15 and July 15 each year, beginning July 15, 2017. Total proceeds from the issuance of the 2022 Notes, net of underwriting discounts and offering costs, were $218,010.

Certain key terms related to the convertible features for the 2019 Notes, the 2020 Notes and the 2022 Notes (collectively, the “Convertible Notes”) are listed below.



	2019 Notes		2020 Notes		2022 Notes
Initial conversion rate(1)	79.7766		80.6647		100.2305
Initial conversion price	$	12.54	$	12.40	$	9.98
Conversion rate at March 31, 2018(1)(2)	79.8360		80.6670		100.2305
Conversion price at March 31, 2018(2)(3)	$	12.53	$	12.40	$	9.98
Last conversion price calculation date	12/21/2017		4/11/2017		4/11/2017
Dividend threshold amount (per share)(4)	$	0.110025	$	0.110525	$	0.083330


(1)	Conversion rates denominated in shares of common stock per $1 principal amount of the Convertible Notes converted.


(2)	Represents conversion rate and conversion price, as applicable, taking into account certain de minimis adjustments that will be made on the conversion date.


(3)	The conversion price will increase only if the current monthly dividends (per share) exceed the dividend threshold amount (per share).


(4)	The conversion rate is increased if monthly cash dividends paid to common shares exceed the monthly dividend threshold amount, subject to adjustment. Current dividend rates are at or below the minimum dividend threshold amount for further conversion rate adjustments for all bonds.

Upon conversion, unless a holder converts after a record date for an interest payment but prior to the corresponding interest payment date, the holder will receive a separate cash payment with respect to the notes surrendered for conversion representing accrued and unpaid interest to, but not including, the conversion date. Any such payment will be made on the settlement date applicable to the relevant conversion on the Convertible Notes.

No holder of Convertible Notes will be entitled to receive shares of our common stock upon conversion to the extent (but only to the extent) that such receipt would cause such converting holder to become, directly or indirectly, a beneficial owner (within the meaning of Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder) of more than 5.0% of the shares of our common stock outstanding at such time. The 5.0% limitation shall no longer apply following the effective date of any fundamental change. We will not issue any shares in connection with the conversion or redemption of the Convertible Notes which would equal or exceed 20% of the shares outstanding at the time of the transaction in accordance with NASDAQ rules.

Subject to certain exceptions, holders may require us to repurchase, for cash, all or part of their Convertible Notes upon a fundamental change at a price equal to 100% of the principal amount of the Convertible Notes being repurchased plus any accrued and unpaid interest up to, but excluding, the fundamental change repurchase date. In addition, upon a fundamental change that constitutes a non-stock change of control we will also pay holders an amount in cash equal to the present value of all remaining interest payments (without duplication of the foregoing amounts) on such Convertible Notes through and including the maturity date.

In connection with the issuance of the Convertible Notes, we incurred $24,795 of fees which are being amortized over the terms of the notes, of which $11,908 remains to be amortized and is included as a reduction within Convertible Notes on the Consolidated Statement of Assets and Liabilities as of March 31, 2018.

During the three months ended March 31, 2018 and March 31, 2017, we recorded $12,664 and $13,484, respectively, of interest costs and amortization of financing costs on the Convertible Notes as interest expense. During the nine months ended March 31, 2018 and March 31, 2017, we recorded $39,323 and $41,674, respectively, of interest costs and amortization of financing costs on the Convertible Notes as interest expense.

Note 6. Public Notes

On March 15, 2013, we issued $250,000 aggregate principal amount of unsecured notes that mature on March 15, 2023 (the “2023 Notes”). The 2023 Notes bear interest at a rate of 5.875% per year, payable semi-annually on March 15 and September 15 of each year, beginning September 15, 2013. Total proceeds from the issuance of the 2023 Notes, net of underwriting discounts and offering costs, were $243,641.

On April 7, 2014, we issued $300,000 aggregate principal amount of unsecured notes that mature on July 15, 2019 (the “5.00% 2019 Notes”). Included in the issuance is $45,000 of Prospect Capital InterNotes® that were exchanged for the 5.00% 2019 Notes. The 5.00% 2019 Notes bear interest at a rate of 5.00% per year, payable semi-annually on January 15 and July 15 of each year, beginning July 15, 2014. Total proceeds from the issuance of the 5.00% 2019 Notes, net of underwriting discounts and offering costs, were $295,998.

On December 10, 2015, we issued $160,000 aggregate principal amount of unsecured notes that mature on June 15, 2024 (the “2024 Notes”). The 2024 Notes bear interest at a rate of 6.25% per year, payable quarterly on March 15, June 15, September 15 and December 15 of each year, beginning March 15, 2016. Total proceeds from the issuance of the 2024 Notes, net of underwriting discounts and offering costs, were $155,043. On June 16, 2016, we entered into an at-the-market program with FBR Capital Markets & Co. through which we could sell, by means of at-the-market offerings, from time to time, up to $100,000 in aggregate principal amount of our existing 2024 Notes. As of March 31, 2018, we have issued a total of $199,281 in aggregate principal amount of our 2024 Notes for net proceeds of $193,253 after commissions and offering costs.

The 2023 Notes, the 5.00% 2019 Notes, and the 2024 Notes (collectively, the “Public Notes”) are direct unsecured obligations and rank equally with all of our unsecured indebtedness from time to time outstanding.

In connection with the issuance of the 2023 Notes, the 5.00% 2019 Notes, and the 2024 Notes, we recorded a discount of $2,777 and debt issuance costs of $13,613, which are being amortized over the terms of the notes. As of March 31, 2018, $1,678 of the original issue discount and $7,767 of the debt issuance costs remain to be amortized and are included as a reduction within Public Notes on the Consolidated Statement of Assets and Liabilities.

During the three months ended March 31, 2018 and March 31, 2017, we recorded $11,054 and $11,026, respectively, of interest costs and amortization of financing costs on the Public Notes as interest expense. During the nine months ended March 31, 2018 and March 31, 2017, we recorded $33,143 and $32,864, respectively, of interest costs and amortization of financing costs on the Public Notes as interest expense.

Note 7. Prospect Capital InterNotes®

On February 16, 2012, we entered into a selling agent agreement (the “Selling Agent Agreement”) with Incapital LLC, as purchasing agent for our issuance and sale from time to time of up to $500,000 of Prospect Capital InterNotes® (the “InterNotes® Offering”), which was increased to $1,500,000 in May 2014. Additional agents may be appointed by us from time to time in connection with the InterNotes® Offering and become parties to the Selling Agent Agreement.

These notes are direct unsecured obligations and rank equally with all of our unsecured indebtedness from time to time outstanding. Each series of notes will be issued by a separate trust. These notes bear interest at fixed interest rates and offer a variety of maturities no less than twelve months from the original date of issuance.

During the nine months ended March 31, 2018, we issued $69,428 aggregate principal amount of Prospect Capital InterNotes® for net proceeds of $68,396. These notes were issued with stated interest rates ranging from 4.00% to 5.00% with a weighted average interest rate of 4.37%. These notes mature between July 15, 2022 and March 15, 2026. The following table summarizes the Prospect Capital InterNotes® issued during the nine months ended March 31, 2018:



Tenor at Origination (in years)	Principal Amount		Interest Rate Range	Weighted Average Interest Rate		Maturity Date Range
5	$	43,587	4.00%–4.75%	4.20	%	July 15, 2022 – March 15, 2023
7	2,825		4.75%–5.00%	4.93	%	July 15, 2024
8	23,016		4.50%–5.00%	4.62	%	August 15, 2025 – March 15, 2026
	$	69,428

During the nine months ended March 31, 2017, we issued $109,221 aggregate principal amount of our Prospect Capital InterNotes® for net proceeds of $107,860. The following table summarizes the Prospect Capital InterNotes® issued during the nine months ended March 31, 2017:



Tenor at Origination (in years)	Principal Amount		Interest Rate Range	Weighted Average Interest Rate		Maturity Date Range
5	$	109,221	4.75%–5.50%	5.15	%	July 15, 2021 – March 15, 2022

During the nine months ended March 31, 2018, we redeemed, prior to maturity, $269,375 aggregate principal amount of Prospect Capital InterNotes® at par with a weighted average interest rate of 4.89% in order to replace shorter maturity debt with longer-term debt. During the nine months ended March 31, 2018, we repaid $4,883 aggregate principal amount of Prospect Capital InterNotes® at par in accordance with the Survivor’s Option, as defined in the InterNotes® Offering prospectus. As a result of these transactions, we recorded a loss in the amount of the unamortized debt issuance costs. The net loss on the extinguishment of Prospect Capital InterNotes® in the nine months ended March 31, 2018 was $1,445. The following table summarizes the Prospect Capital InterNotes® outstanding as of March 31, 2018:



Tenor at Origination (in years)	Principal Amount		Interest Rate Range		Weighted Average Interest Rate		Maturity Date Range
5	$	225,639	4.00%–5.50%		4.92	%	July 15, 2018 – March 15, 2023
5.2	4,440		4.63	%	4.63	%	August 15, 2020 – September 15, 2020
5.3	2,636		4.63	%	4.63	%	September 15, 2020
5.5	86,218		4.25%–5.00%		4.61	%	February 15, 2019 – November 15, 2020
6	2,182		4.88	%	4.88	%	April 15, 2021 – May 15, 2021
6.5	38,852		5.10%–5.50%		5.23	%	February 15, 2020 – May 15, 2022
7	145,500		4.00%–6.55%		5.05	%	June 15, 2019 – July 15, 2024
7.5	1,996		5.75	%	5.75	%	February 15, 2021
8	23,016		4.50%-5.00%		4.62	%	August 15, 2025 – March 15, 2026
10	37,424		5.12%–7.00%		6.18	%	March 15, 2022 – December 15, 2025
12	2,978		6.00	%	6.00	%	November 15, 2025 – December 15, 2025
15	17,177		5.25%–6.00%		5.35	%	May 15, 2028 – November 15, 2028
18	20,903		4.13%–6.25%		5.55	%	December 15, 2030 – August 15, 2031
20	4,170		5.63%–6.00%		5.89	%	November 15, 2032 – October 15, 2033
25	33,349		6.25%–6.50%		6.39	%	August 15, 2038 – May 15, 2039
30	109,591		5.50%–6.75%		6.24	%	November 15, 2042 – October 15, 2043
	$	756,071

During the nine months ended March 31, 2017, we repaid $6,460 aggregate principal amount of Prospect Capital InterNotes® at par in accordance with the Survivor’s Option, as defined in the InterNotes® Offering prospectus. As a result of these transactions, we recorded a loss in the amount of the difference between the reacquisition price and the net carrying amount of the notes, net of the proportionate amount of unamortized debt issuance costs. The net loss on the extinguishment of Prospect Capital InterNotes® in the nine months ended March 31, 2017 was $205.

The following table summarizes the Prospect Capital InterNotes® outstanding as of June 30, 2017.



Tenor at Origination (in years)	Principal Amount		Interest Rate Range	Weighted Average Interest Rate		Maturity Date Range
4	$	39,038	3.75%-4.00%	3.92	%	November 15, 2017 – May 15, 2018
5	354,805		4.25%-5.50%	5.00	%	July 15, 2018 – June 15, 2022
5.2	4,440		4.63%	4.63	%	August 15, 2020 – September 15, 2020
5.3	2,686		4.63%	4.63	%	September 15, 2020
5.4	5,000		4.75%	4.75	%	August 15, 2019
5.5	109,068		4.25%-5.00%	4.67	%	February 15, 2019 – November 15, 2020
6	2,182		4.88%	4.88	%	April 15, 2021 – May 15, 2021
6.5	40,702		5.10%-5.50%	5.24	%	February 15, 2020 – May 15, 2022
7	191,356		4.00%-6.55%	5.38	%	June 15, 2019 – December 15, 2022
7.5	1,996		5.75%	5.75	%	February 15, 2021
10	37,509		4.27%-7.00%	6.20	%	March 15, 2022 – December 15, 2025
12	2,978		6.00%	6.00	%	November 15, 2025 – December 15, 2025
15	17,245		5.25%-6.00%	5.36	%	May 15, 2028 – November 15, 2028
18	21,532		4.13%-6.25%	5.47	%	December 15, 2030 – August 15, 2031
20	4,248		5.63%-6.00%	5.84	%	November 15, 2032 – October 15, 2033
25	34,218		6.25%-6.50%	6.39	%	August 15, 2038 – May 15, 2039
30	111,491		5.50%-6.75%	6.22	%	November 15, 2042 – October 15, 2043
	$	980,494

In connection with the issuance of Prospect Capital InterNotes®, we incurred $24,259 of fees which are being amortized over the term of the notes, of which $12,342 remains to be amortized and is included as a reduction within Prospect Capital InterNotes® on the Consolidated Statement of Assets and Liabilities as of March 31, 2018.

During the three months ended March 31, 2018 and March 31, 2017, we recorded $10,745 and $13,736, respectively, of interest costs and amortization of financing costs on the Prospect Capital InterNotes® as interest expense. During the nine months ended March 31, 2018 and March 31, 2017, we recorded $36,039 and $40,196, respectively, of interest costs and amortization of financing costs on the Prospect Capital InterNotes® as interest expense.

Note 8. Fair Value and Maturity of Debt Outstanding

The following table shows our outstanding debt as of March 31, 2018.



	Principal Outstanding		Unamortized Discount & Debt Issuance Costs		Net Carrying Value			Fair Value (1)			Effective Interest Rate
Revolving Credit Facility(2)	$	86,000	$	2,717	$	86,000	(3)	$	86,000		1ML+2.25%		(6)

2019 Notes	200,000		969		199,031			204,336		(4)	6.51	%	(7)
2020 Notes	392,000		4,828		387,172			393,642		(4)	5.38	%	(7)
2022 Notes	225,000		6,111		218,889			224,728		(4)	5.66	%	(7)
Convertible Notes	817,000		11,908		805,092			822,706

5.00% 2019 Notes	300,000		1,099		298,901			305,460		(4)	5.29	%	(7)
2023 Notes	250,000		3,627		246,373			259,718		(4)	6.09	%	(7)
2024 Notes	199,281		4,719		194,562			204,829		(4)	6.74	%	(7)
Public Notes	749,281		9,445		739,836			770,007

Prospect Capital InterNotes®	756,071		12,342		743,729			774,859		(5)	5.78	%	(8)
Total	$	2,408,352	$	36,412	$	2,374,657		$	2,453,572


(1)	As permitted by ASC 825-10-25, we have not elected to value our Revolving Credit Facility, Convertible Notes, Public Notes and Prospect Capital InterNotes® at fair value. The fair value of these debt obligations are categorized as Level 2 under ASC 820 as of March 31, 2018.


(2)	The maximum draw amount of the Revolving Credit facility as of March 31, 2018 is $885,000.


(3)	Net Carrying Value excludes deferred financing costs associated with the Revolving Credit Facility. See Note 2 for accounting policy details.


(4)	We use available market quotes to estimate the fair value of the Convertible Notes and Public Notes.


(5)	The fair value of Prospect Capital InterNotes® is estimated by discounting remaining payments using current Treasury rates plus spread.


(6)	Represents the rate on drawn down and outstanding balances. Deferred debt issuance costs are amortized on a straight-line method over the stated life of the obligation.


(7)	The effective interest rate is equal to the effect of the stated interest, the accretion of original issue discount and amortization of debt issuance costs. For the 2024 Notes, the rate presented is a combined effective interest rate of the 2024 Notes and 2024 Notes Follow-on Program.


(8)	For the Prospect Capital InterNotes®, the rate presented is the weighted average effective interest rate. Interest expense and deferred debt issuance costs, which are amortized on a straight-line method over the stated life of the obligation which approximates level yield, are weighted against the average year-to-date principal balance.

The following table shows our outstanding debt as of June 30, 2017.



	Principal Outstanding		Unamortized Discount & Debt Issuance Costs		Net Carrying Value			Fair Value (1)			Effective Interest Rate
Revolving Credit Facility(2)	$	—	$	4,779	$	—	(3)	$	—		1ML+2.25%		(6)

2017 Notes	50,734		77		50,657			51,184		(4)	5.91	%	(7)
2018 Notes	85,419		394		85,025			87,660		(4)	6.42	%	(7)
2019 Notes	200,000		1,846		198,154			206,614		(4)	6.51	%	(7)
2020 Notes	392,000		6,458		385,542			394,689		(4)	5.38	%	(7)
2022 Notes	225,000		6,737		218,263			223,875		(4)	5.63	%	(7)
Convertible Notes	953,153		15,512		937,641			964,022

5.00% 2019 Notes	300,000		1,705		298,295			308,439		(4)	5.29	%	(7)
2023 Notes	250,000		4,087		245,913			258,045		(4)	6.22	%	(7)
2024 Notes	199,281		5,189		194,092			207,834		(4)	6.72	%	(7)
Public Notes	749,281		10,981		738,300			774,318

Prospect Capital InterNotes®	980,494		14,240		966,254			1,003,852		(5)	5.55	%	(8)
Total	$	2,682,928	$	45,512	$	2,642,195		$	2,742,192


(1)	As permitted by ASC 825-10-25, we have not elected to value our Revolving Credit Facility, Convertible Notes, Public Notes and Prospect Capital InterNotes® at fair value. The fair value of these debt obligations are categorized as Level 2 under ASC 820 as of June 30, 2017.


(2)	The maximum draw amount of the Revolving Credit facility as of June 30, 2017 is $885,000.


(3)	Net Carrying Value excludes deferred financing costs associated with the Revolving Credit Facility. See Note 2 for accounting policy details.


(4)	We use available market quotes to estimate the fair value of the Convertible Notes and Public Notes.


(5)	The fair value of Prospect Capital InterNotes® is estimated by discounting remaining payments using current Treasury rates plus spread.


(6)	Represents the rate on drawn down and outstanding balances. Deferred debt issuance costs are amortized on a straight-line method over the stated life of the obligation.


(7)	The effective interest rate is equal to the effect of the stated interest, the accretion of original issue discount and amortization of debt issuance costs. For the 2024 Notes, the rate presented is a combined effective interest rate of the 2024 Notes and 2024 Notes Follow-on Program.


(8)	For the Prospect Capital InterNotes®, the rate presented is the weighted average effective interest rate. Interest expense and deferred debt issuance costs, which are amortized on a straight-line method over the stated life of the obligation which approximates level yield, are weighted against the average year-to-date principal balance.

The following table shows the contractual maturities of our Revolving Credit Facility, Convertible Notes, Public Notes and Prospect Capital InterNotes® as of March 31, 2018.



	Payments Due by Period
	Total		Less than 1 Year		1 – 3 Years		3 – 5 Years		After 5 Years
Revolving Credit Facility	$	86,000	$	—	$	86,000	$	—	$	—
Convertible Notes	817,000		200,000		392,000		225,000		—
Public Notes	749,281		—		300,000		250,000		199,281
Prospect Capital InterNotes®	756,071		—		245,778		273,942		236,351
Total Contractual Obligations	$	2,408,352	$	200,000	$	1,023,778	$	748,942	$	435,632

The following table shows the contractual maturities of our Revolving Credit Facility, Convertible Notes, Public Notes and Prospect Capital InterNotes® as of June 30, 2017.



	Payments Due by Period
	Total		Less than 1 Year		1 – 3 Years		3 – 5 Years		After 5 Years
Revolving Credit Facility	$	—	$	—	$	—	$	—	$	—
Convertible Notes	953,153		136,153		592,000		—		225,000
Public Notes	749,281		—		300,000		—		449,281
Prospect Capital InterNotes®	980,494		39,038		325,661		399,490		216,305
Total Contractual Obligations	$	2,682,928	$	175,191	$	1,217,661	$	399,490	$	890,586

Note 9. Stock Repurchase Program, Equity Offerings, Offering Expenses, and Distributions

On August 24, 2011, our Board of Directors approved a share repurchase plan (the “Repurchase Program”) under which we may repurchase up to $100,000 of our common stock at prices below our net asset value per share. Prior to any repurchase, we are required to notify shareholders of our intention to purchase our common stock. Our last notice was delivered with our annual proxy mailing on September 22, 2017.

We did not repurchase any shares of our common stock during the nine months ended March 31, 2018 and March 31, 2017. As of March 31, 2018, the approximate dollar value of shares that may yet be purchased under the Repurchase Program is $65,860.

Excluding dividend reinvestments, during the nine months ended March 31, 2018 and March 31, 2017, we did not issue any shares of our common stock.

On August 31, 2016, we filed a registration statement on Form N-2 (File No. 333-213391) with the SEC. We subsequently filed a Pre-Effective Amendment No. 2 thereto on November 1, 2016, which the SEC declared effective on November 3, 2016. On October 26, 2017, we filed Post-Effective Amendment No. 50 to the registration statement, which the SEC declared effective on October 30, 2017. The registration statement permits us to issue, through one or more transactions, up to an aggregate of $5,000,000 in securities, consisting of common stock, preferred stock, debt securities, subscription rights to purchase our securities, warrants representing rights to purchase our securities or separately tradeable units combining two or more of our securities. As of March 31, 2018, we have the ability to issue up to $4,621,784 in securities under the registration statement.

During the nine months ended March 31, 2018 and March 31, 2017, we distributed approximately $211,733 and $268,989, respectively, to our stockholders. The following table summarizes our distributions declared and payable for the nine months ended March 31, 2017 and March 31, 2018.



Declaration Date	Record Date	Payment Date	Amount Per Share		Amount Distributed (in thousands)
5/9/2016	7/29/2016	8/18/2016	$	0.083330	$	29,783
5/9/2016	8/31/2016	9/22/2016	0.083330		29,809
8/25/2016	9/30/2016	10/20/2016	0.083330		29,837
8/25/2016	10/31/2016	11/17/2016	0.083330		29,863
11/8/2016	11/30/2016	12/22/2016	0.083330		29,890
11/8/2016	12/30/2016	1/19/2017	0.083330		29,915
11/8/2016	1/31/2017	2/16/2017	0.083330		29,940
2/7/2017	2/28/2017	3/23/2017	0.083330		29,963
2/7/2017	3/31/2017	4/20/2017	0.083330		29,989
Total declared and payable for the nine months ended March 31, 2017					$	268,989

5/9/2017	7/31/2017	8/24/2017	$	0.083330	$	30,011
5/9/2017	8/31/2017	9/21/2017	0.083330		30,017
8/28/2017	9/29/2017	10/19/2017	0.060000		21,619
8/28/2017	10/31/2017	11/22/2017	0.060000		21,623
11/8/2017	11/30/2017	12/21/2017	0.060000		21,630
11/8/2017	12/29/2017	1/18/2018	0.060000		21,659
11/8/2017	1/31/2018	2/15/2018	0.060000		21,691
2/7/2018	2/28/2018	3/22/2018	0.060000		21,724
2/7/2018	3/30/2018	4/19/2018	0.060000		21,759
Total declared and payable for the nine months ended March 31, 2018					$	211,733

Dividends and distributions to common stockholders are recorded on the ex-dividend date. As such, the table above includes distributions with record dates during nine months ended March 31, 2018 and March 31, 2017. It does not include distributions previously declared to stockholders of record on any future dates, as those amounts are not yet determinable. The following dividends were previously declared and will be recorded and payable subsequent to March 31, 2018:


•	$0.06 per share for April 2018 to holders of record on April 30, 2018 with a payment date of May 24, 2018.

During the nine months ended March 31, 2018 and March 31, 2017, we issued 2,580,429 and 2,778,472 shares of our common stock, respectively, in connection with the dividend reinvestment plan.

On February 9, 2016, we amended our dividend reinvestment plan that provided for reinvestment of our dividends or distributions on behalf of our stockholders, unless a stockholder elects to receive cash, to add the ability of stockholders to purchase additional shares by making optional cash investments. Under the revised dividend reinvestment and direct stock repurchase plan, stockholders may elect to purchase additional shares through our transfer agent in the open market or in negotiated transactions.

During the nine months ended March 31, 2018, Prospect officers purchased 11,313,201 shares of our stock, or 3.12% of total outstanding shares as of March 31, 2018, both through the open market transactions and shares issued in connection with our dividend reinvestment plan.

As of March 31, 2018, we have reserved 70,140,541 shares of our common stock for issuance upon conversion of the Convertible Notes (see Note 5).

Note 10. Other Income

Other income consists of structuring fees, overriding royalty interests, revenue receipts related to net profit interests, deal deposits, administrative agent fees, and other miscellaneous and sundry cash receipts. The following table shows income from such sources during the three and nine months ended March 31, 2018 and March 31, 2017.



	Three Months Ended March 31,				Nine Months Ended March 31,
	2018		2017		2018		2017
Structuring, amendment, and advisory fees	$	8,296	$	6,841	$	23,254	$	17,114
Royalty and Net Revenue interests	2,322		1,476		5,772		3,979
Administrative agent fees	68		187		302		519
Total Other Income	$	10,686	$	8,504	$	29,328	$	21,612

Note 11. Net Increase in Net Assets per Share

The following information sets forth the computation of net increase in net assets resulting from operations per share during the three and nine months ended March 31, 2018 and March 31, 2017.



	Three Months Ended March 31,				Nine Months Ended March 31,
	2018		2017		2018		2017
Net increase in net assets resulting from operations	$	51,859	$	19,492	$	185,559	$	201,738
Weighted average common shares outstanding	361,759,954		359,402,527		360,794,837		358,468,092
Net increase in net assets resulting from operations per share	$	0.14	$	0.05	$	0.51	$	0.56

Note 12. Income Taxes

While our fiscal year end for financial reporting purposes is June 30 of each year, our tax year end is August 31 of each year. The information presented in this footnote is based on our tax year end for each period presented, unless otherwise specified. The tax return for the tax year ended August 31, 2017 has not been filed. Taxable income and all amounts related to taxable income for the tax year ended August 31, 2017 are estimates and will not be fully determined until the Company’s tax return is filed.

For income tax purposes, dividends paid and distributions made to shareholders are reported as ordinary income, capital gains, non-taxable return of capital, or a combination thereof. The tax character of dividends paid to shareholders during the tax years ended August 31, 2017, 2016 and 2015 were as follows:



	Tax Year Ended August 31,
	2017		2016		2015
Ordinary income	$	359,215	$	355,985	$	413,640
Capital gain	—		—		—
Return of capital	—		—		—
Total distributions paid to shareholders	$	359,215	$	355,985	$	413,640

We generate certain types of income that may be exempt from U.S. withholding tax when distributed to non-U.S. shareholders. Under IRC Section 871(k), a RIC is permitted to designate distributions of qualified interest income and short-term capital gains as exempt from U.S. withholding tax when paid to non-U.S. shareholders with proper documentation. For the 2018 calendar year, 46.91% of our distributions as of March 31, 2018 qualified as interest related dividends which are exempt from U.S. withholding tax applicable to non-U.S. shareholders.

For the tax year ending August 31, 2018, the tax character of dividends paid to shareholders through March 31, 2018 is expected to be ordinary income. Because of the difference between our fiscal and tax year ends, the final determination of the tax character of dividends will not be made until we file our tax return for the tax year ending August 31, 2018.

Taxable income generally differs from net increase in net assets resulting from operations for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or

losses, as unrealized gains or losses are generally not included in taxable income until they are realized. The following reconciles the net increase in net assets resulting from operations to taxable income for the tax years ended August 31, 2017, 2016 and 2015:



	Tax Year Ended August 31,
	2017			2016			2015
Net increase in net assets resulting from operations	$	254,766		$	262,831		$	360,572
Net realized loss on investments	100,765			22,666			164,230
Net unrealized (gains) losses on investments	(61,939		)	73,181			(157,745		)
Other temporary book-to-tax differences	(32,117		)	(56,036		)	98,289
Permanent differences	(772		)	2,489			2,436
Taxable income before deductions for distributions	$	260,703		$	305,131		$	467,782

Capital losses in excess of capital gains earned in a tax year may generally be carried forward and used to offset capital gains, subject to certain limitations. The Regulated Investment Company Modernization Act (the “RIC Modernization Act”) was enacted on December 22, 2010. Under the RIC Modernization Act, capital losses incurred by taxpayers in taxable years beginning after the date of enactment will be allowed to be carried forward indefinitely and are allowed to retain their character as either short-term or long-term losses. As such, the capital loss carryforwards generated by us after the August 31, 2011 tax year will not be subject to expiration. Any losses incurred in post-enactment tax years will be required to be utilized prior to the losses incurred in pre-enactment tax years. As of August 31, 2017, we had capital loss carryforwards of approximately $302,590 available for use in later tax years. Of the amount available as of August 31, 2017, $46,156 will expire on August 31, 2018, and $256,434 is not subject to expiration. The unused balance each year will be carried forward and utilized as gains are realized, subject to limitations. While our ability to utilize losses in the future depends upon a variety of factors that cannot be known in advance, some of the Company’s capital loss carryforwards may become permanently unavailable due to limitations by the Code.

For the tax year ended August 31, 2017, we had no cumulative taxable income in excess of cumulative distributions.

As of March 31, 2018, the cost basis of investments for tax purposes was $5,922,058 resulting in estimated gross unrealized gains and losses of $424,689 and $626,943, respectively. As of June 30, 2017, the cost basis of investments for tax purposes was $5,999,218 resulting in estimated gross unrealized gains and losses of $337,903 and $498,816, respectively. Due to the difference between our fiscal year end and tax year end, the cost basis of our investments for tax purposes as of March 31, 2018 and June 30, 2017 was calculated based on the book cost of investments as of March 31, 2018 and June 30, 2017, respectively, with cumulative book-to-tax adjustments for investments through August 31, 2017 and 2016, respectively.

In general, we may make certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which may include merger-related items, differences in the book and tax basis of certain assets and liabilities, and nondeductible federal excise taxes, among other items. During the tax year ended August 31, 2017, we increased overdistributed net investment income by $772 and increased capital in excess of par value by $772. During the tax year ended August 31, 2016, we decreased overdistributed net investment income by $2,489, increased accumulated net realized loss on investments by $1,296 and decreased capital in excess of par value by $1,193. Due to the difference between our fiscal and tax year end, the reclassifications for the taxable year ended August 31, 2017 is being recorded in the fiscal year ending June 30, 2018 and the reclassifications for the taxable year ended August 31, 2016 were recorded in the fiscal year ended June 30, 2017.

Note 13. Related Party Agreements and Transactions

Investment Advisory Agreement

We have entered into an investment advisory and management agreement with the Investment Adviser (the “Investment Advisory Agreement”) under which the Investment Adviser, subject to the overall supervision of our Board of Directors, manages the day-to-day operations of, and provides investment advisory services to, us. Under the terms of the Investment Advisory Agreement, the Investment Adviser: (i) determines the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes, (ii) identifies, evaluates and negotiates the structure of the investments we make (including performing due diligence on our prospective portfolio companies); and (iii) closes and monitors investments we make.

The Investment Adviser’s services under the Investment Advisory Agreement are not exclusive, and it is free to furnish similar services to other entities so long as its services to us are not impaired. For providing these services the Investment Adviser receives a fee from us, consisting of two components: a base management fee and an incentive fee. The base management fee is calculated at an annual rate of 2.00% on our total assets. For services currently rendered under the Investment Advisory Agreement, the base management fee is payable quarterly in arrears. The base management fee is calculated based on the average value of our gross

assets at the end of the two most recently completed calendar quarters and appropriately adjusted for any share issuances or repurchases during the current calendar quarter.

The total gross base management fee incurred to the favor of the Investment Adviser was $29,422 and $30,829 during the three months ended March 31, 2018 and March 31, 2017, respectively. The total gross base management fee incurred to the favor of the Investment Adviser was $89,543 and $93,263 during the nine months ended March 31, 2018 and March 31, 2017, respectively.

The Investment Adviser has entered into a servicing agreement with certain institutions that purchased loans with us, where we serve as the agent and collect a servicing fee on behalf of the Investment Adviser. During the three months ended March 31, 2018 and March 31, 2017, we received payments of $154 and $280, respectively, from these institutions, on behalf of the Investment Adviser, for providing such services under the servicing agreement. We were given a credit for these payments, which reduced the base management fees to $29,268 and $30,549 for the three months ended March 31, 2018 and March 31, 2017, respectively. During the nine months ended March 31, 2018 and March 31, 2017, we received payments of $553 and $1,036, respectively, from these institutions, on behalf of the Investment Adviser, for providing such services under the servicing agreement. We were given a credit for these payments, which reduced the base management fees to $88,990 and $92,227 for the nine months ended March 31, 2018 and March 31, 2017, respectively.

The incentive fee has two parts. The first part, the income incentive fee, is calculated and payable quarterly in arrears based on our pre-incentive fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees and other fees that we receive from portfolio companies) accrued during the calendar quarter, minus our operating expenses for the quarter (including the base management fee, expenses payable under the Administration Agreement described below, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income that we have not yet received in cash. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital gains or losses. Pre-incentive fee net investment income, expressed as a rate of return on the value of our net assets at the end of the immediately preceding calendar quarter, is compared to a “hurdle rate” of 1.75% per quarter (7.00% annualized).

The net investment income used to calculate this part of the incentive fee is also included in the amount of the gross assets used to calculate the 2.00% base management fee. We pay the Investment Adviser an income incentive fee with respect to our pre-incentive fee net investment income in each calendar quarter as follows:


•	No incentive fee in any calendar quarter in which our pre-incentive fee net investment income does not exceed the hurdle rate;


•	100.00% of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 125.00% of the quarterly hurdle rate in any calendar quarter (8.75% annualized assuming a 7.00% annualized hurdle rate); and


•	20.00% of the amount of our pre-incentive fee net investment income, if any, that exceeds 125.00% of the quarterly hurdle rate in any calendar quarter (8.75% annualized assuming a 7.00% annualized hurdle rate).

These calculations are appropriately prorated for any period of less than three months and adjusted for any share issuances or repurchases during the current quarter.

The second part of the incentive fee, the capital gains incentive fee, is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement, as of the termination date), and equals 20.00% of our realized capital gains for the calendar year, if any, computed net of all realized capital losses and unrealized capital depreciation at the end of such year. In determining the capital gains incentive fee payable to the Investment Adviser, we calculate the aggregate realized capital gains, aggregate realized capital losses and aggregate unrealized capital depreciation, as applicable, with respect to each investment that has been in our portfolio. For the purpose of this calculation, an “investment” is defined as the total of all rights and claims which may be asserted against a portfolio company arising from our participation in the debt, equity, and other financial instruments issued by that company. Aggregate realized capital gains, if any, equal the sum of the differences between the aggregate net sales price of each investment and the aggregate amortized cost basis of such investment when sold or otherwise disposed. Aggregate realized capital losses equal the sum of the amounts by which the aggregate net sales price of each investment is less than the aggregate amortized cost basis of such investment when sold or otherwise disposed. Aggregate unrealized capital depreciation equals the sum of the differences, if negative, between the aggregate valuation of each investment and the aggregate amortized cost basis of such investment as of the applicable calendar year-end. At the end of the applicable calendar year, the amount of capital gains that serves as the basis for our calculation of the capital gains incentive fee involves netting aggregate realized capital gains against aggregate realized capital losses on a since-inception basis and then reducing this amount by the aggregate unrealized capital depreciation. If this number is positive, then the capital gains incentive fee payable is equal to 20.00% of such amount, less the aggregate amount of any capital gains incentive fees paid since inception.

The total income incentive fee incurred was $17,612 and $18,270 during the three months ended March 31, 2018 and March 31, 2017, respectively. The fees incurred for the nine months ended March 31, 2018 and March 31, 2017 were $51,843 and $59,101, respectively. No capital gains incentive fee was incurred during the three or nine months ended March 31, 2018 and March 31, 2017.

As of March 31, 2018, we accrued a receivable from the Investment Adviser of $60, that will be reimbursed to us.

Administration Agreement

We have also entered into an administration agreement (the “Administration Agreement”) with Prospect Administration under which Prospect Administration, among other things, provides (or arranges for the provision of) administrative services and facilities for us. For providing these services, we reimburse Prospect Administration for our allocable portion of overhead incurred by Prospect Administration in performing its obligations under the Administration Agreement, including rent and our allocable portion of the costs of our Chief Financial Officer and Chief Compliance Officer and her staff, including the internal legal staff. Under this agreement, Prospect Administration furnishes us with office facilities, equipment and clerical, bookkeeping and record keeping services at such facilities. Prospect Administration also performs, or oversees the performance of, our required administrative services, which include, among other things, being responsible for the financial records that we are required to maintain and preparing reports to our stockholders and reports filed with the SEC. In addition, Prospect Administration assists us in determining and publishing our net asset value, overseeing the preparation and filing of our tax returns and the printing and dissemination of reports to our stockholders, and generally oversees the payment of our expenses and the performance of administrative and professional services rendered to us by others. Under the Administration Agreement, Prospect Administration also provides on our behalf managerial assistance to those portfolio companies to which we are required to provide such assistance (see Managerial Assistance section below). The Administration Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party. Prospect Administration is a wholly-owned subsidiary of the Investment Adviser.

The Administration Agreement provides that, absent willful misfeasance, bad faith or negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, Prospect Administration and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from us for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of Prospect Administration’s services under the Administration Agreement or otherwise as administrator for us. Our payments to Prospect Administration are reviewed quarterly by our Board of Directors.

The allocation of gross overhead expense from Prospect Administration was $4,104 and $7,970 for the three months ended March 31, 2018 and March 31, 2017, respectively. Prospect Administration received estimated payments of $909 and $4,389 directly from our portfolio companies, and certain funds managed by the Investment Adviser for legal, tax and portfolio level accounting services during the three months ended March 31, 2018 and March 31, 2017, respectively. We were given a credit for these payments as a reduction of the administrative services cost payable by us to Prospect Administration. Had Prospect Administration not received these payments, Prospect Administration’s charges for its administrative services would have increased by these amounts. Net overhead during the three months ended March 31, 2018 and March 31, 2017 totaled $3,195 and $3,581, respectively.

The allocation of gross overhead expense from Prospect Administration was $12,600 and $17,283 for the nine months ended March 31, 2018 and March 31, 2017, respectively. Prospect Administration received estimated payments of $6,701 and $6,636 directly from our portfolio companies, insurance carrier, and certain funds managed by the Investment Adviser for legal, tax and portfolio level accounting services during the nine months ended March 31, 2018 and March 31, 2017, respectively. We were given a credit for these payments as a reduction of the administrative services cost payable by us to Prospect Administration. Had Prospect Administration not received these payments, Prospect Administration’s charges for its administrative services would have increased by these amounts. Additionally, during the nine months ended March 31, 2017, other operating expenses in the amount of $876 incurred by us, which were attributable to CCPI, were reimbursed by CCPI and are reflected as an offset to our overhead allocation for the period then ended. No such expenses or reimbursements occurred during the nine months ended March 31, 2018. Net overhead during the nine months ended March 31, 2018 and March 31, 2017 totaled $5,899 and $9,771, respectively.

Managerial Assistance

As a BDC, we are obligated under the 1940 Act to make available to certain of our portfolio companies significant managerial assistance. “Making available significant managerial assistance” refers to any arrangement whereby we provide significant guidance and counsel concerning the management, operations, or business objectives and policies of a portfolio company. We are also deemed to be providing managerial assistance to all portfolio companies that we control, either by ourselves or in conjunction with others. The nature and extent of significant managerial assistance provided by us to controlled and non-controlled portfolio companies will vary according to the particular needs of each portfolio company. Examples of such activities include (i) advice on recruiting, hiring, management and termination of employees, officers and directors, succession planning and other human resource matters; (ii) advice on capital raising, capital budgeting, and capital expenditures; (iii) advice on advertising, marketing, and sales; (iv) advice on fulfillment, operations, and execution; (v) advice on managing relationships with unions and other personnel organizations, financing sources, vendors, customers, lessors, lessees, lawyers, accountants, regulators and other important counterparties; (vi) evaluating acquisition and divestiture opportunities, plant expansions and closings, and market expansions; (vii) participating in audit committee, nominating committee, board and management meetings; (viii) consulting with and advising board members and officers of portfolio companies (on overall strategy and other matters); and (ix) providing other organizational, operational, managerial and financial guidance.

Prospect Administration, when performing a managerial assistance agreement executed with each portfolio company to which we provide managerial assistance, arranges for the provision of such managerial assistance on our behalf. When doing so, Prospect Administration utilizes personnel of our Investment Adviser. We, on behalf of Prospect Administration, invoice portfolio companies receiving and paying for managerial assistance, and we remit to Prospect Administration its cost of providing such services, including the charges deemed appropriate by our Investment Adviser for providing such managerial assistance. No income is recognized by Prospect.

During the three months ended March 31, 2018 and March 31, 2017, we received payments of $1,893 and $2,443, respectively, from our portfolio companies for managerial assistance and subsequently remitted these amounts to Prospect Administration. During the nine months ended March 31, 2018 and March 31, 2017, we received payments of $4,955 and $5,340, respectively, from our portfolio companies for managerial assistance and subsequently remitted these amounts to Prospect Administration. See Note 14 for further discussion.

Co-Investments

On February 10, 2014, we received an exemptive order from the SEC (the “Order”) that gave us the ability to negotiate terms other than price and quantity of co-investment transactions with other funds managed by the Investment Adviser or certain affiliates, including Priority Income Fund, Inc. and Pathway Energy Infrastructure Fund, Inc., subject to the conditions included therein. Under the terms of the relief permitting us to co-invest with other funds managed by our Investment Adviser or its affiliates, a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors must make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction, including the consideration to be paid, are reasonable and fair to us and our stockholders and do not involve overreaching of us or our stockholders on the part of any person concerned and (2) the transaction is consistent with the interests of our stockholders and is consistent with our investment objective and strategies. In certain situations where co-investment with one or more funds managed by the Investment Adviser or its affiliates is not covered by the Order, such as when there is an opportunity to invest in different securities of the same issuer, the personnel of the Investment Adviser or its affiliates will need to decide which fund will proceed with the investment. Such personnel will make these determinations based on policies and procedures, which are designed to reasonably ensure that investment opportunities are allocated fairly and equitably among affiliated funds over time and in a manner that is consistent with applicable laws, rules and regulations. Moreover, except in certain circumstances, when relying on the Order, we will be unable to invest in any issuer in which one or more funds managed by the Investment Adviser or its affiliates has previously invested.

As of March 31, 2018, we had co-investments with Priority Income Fund, Inc. in the following CLO funds: Apidos CLO XXII, Babson CLO Ltd. 2014-III, Carlyle Global Market Strategies CLO 2016-3, Ltd., Cent CLO 21 Limited, CIFC Funding 2014-IV Investor, Ltd., CIFC Funding 2016-I, Ltd., Galaxy XVII CLO, Ltd., Halcyon Loan Advisors Funding 2014-2 Ltd., Halcyon Loan Advisors Funding 2015-3 Ltd., HarbourView CLO VII, Ltd., Jefferson Mill CLO Ltd., Mountain View CLO IX Ltd., Octagon Investment Partners 18-R Ltd. (f/k/a Octagon Investment Partners XVIII, Ltd.), Symphony CLO XIV Ltd., Voya IM CLO 2014-1 Ltd., Voya CLO 2016-3, Ltd., Voya CLO 2017-3, Ltd. and Romark WM-R Ltd. (f/k/a Washington Mill CLO Ltd); however HarbourView CLO VII, Ltd. and Octagon Investment Partners 18-R Ltd. (f/k/a Octagon Investment Partners XVIII, Ltd.) are not considered co-investments pursuant to the Order as they were purchased on the secondary market.

As of March 31, 2018, we had a co-investment with Pathway Capital Opportunity Fund, Inc. in Carlyle Global Market Strategies CLO 2014-4, Ltd.; however, this investment is not considered a co-investment pursuant to the Order as it was purchased on the secondary market.

We reimburse CLO investment valuation services fees initially incurred by Priority Income Fund, Inc. During the three months ended March 31, 2018 and March 31, 2017, we recognized expenses that were reimbursed for valuation services of $54 and $25, respectively. During the nine months ended March 31, 2018 and March 31, 2017, we recognized expenses that were reimbursed for valuation services of $156 and $77, respectively. Conversely, Priority Income Fund, Inc. and Pathway Capital Opportunity Fund, Inc. (f/k/a Pathway Energy Infrastructure Fund, Inc.) reimburse us for software fees, expenses which were initially incurred by Prospect. As of March 31, 2018 and June 30, 2017 we accrued a receivable from Priority Income Fund, Inc. and Pathway Capital Opportunity Fund, Inc. for software fees of $88 and $14, respectively, which will be reimbursed to us.

Note 14. Transactions with Controlled Companies

The descriptions below detail the transactions which Prospect Capital Corporation (“Prospect”) has entered into with each of our controlled companies. Certain of the controlled entities discussed below were consolidated effective July 1, 2014 (see Note 1). As such, transactions with these Consolidated Holding Companies are presented on a consolidated basis.

Airmall Inc.

Prospect owned 100% of the equity of AMU Holdings Inc. (“AMU”), a Consolidated Holding Company. AMU owned 98% of Airmall Inc. (f/k/a Airmall USA Holdings, Inc.) (“Airmall”). Airmall is a developer and manager of airport retail operations.

On August 1, 2014, Prospect sold its investments in Airmall. On August 2, 2016, Prospect received the remaining escrow proceeds of $3,916, reducing the cost basis to zero.

Arctic Energy Services, LLC

Prospect owns 100% of the equity of Arctic Oilfield Equipment USA, Inc. (“Arctic Equipment”), a Consolidated Holding Company. Arctic Equipment owns 70% of the equity of Arctic Energy Services, LLC (“Arctic Energy”), with Ailport Holdings, LLC (“Ailport”) (100% owned and controlled by Arctic Energy management) owning the remaining 30% of the equity of Arctic Energy. Arctic Energy provides oilfield service personnel, well testing flowback equipment, frac support systems and other services to exploration and development companies in the Rocky Mountains.

The following managerial assistance recognized had not yet been paid by Arctic Energy to Prospect and was included by Prospect within other receivables and due to Prospect Administration:



June 30, 2017	$	150
March 31, 2018	225

The following amounts were due from Arctic Energy to Prospect for reimbursement of expenses paid by Prospect on behalf of Arctic Energy and were included by Prospect within other receivables:



June 30, 2017	$	—
March 31, 2018	7

CCPI Inc.

Prospect owns 100% of the equity of CCPI Holdings Inc. (“CCPI Holdings”), a Consolidated Holding Company. CCPI Holdings owns 94.59% of the equity of CCPI Inc. (“CCPI”), with CCPI management owning the remaining 5.41% of the equity. CCPI owns 100% of each of CCPI Europe Ltd. and MEFEC B.V., and 45% of Gulf Temperature Sensors W.L.L.

During the three months ended June 30, 2017, Prospect recognized $153 in other income related to amendment fee income.

On August 1, 2017, we entered into a participation agreement with CCPI management, and sold $144 of Prospect's investment in the Term Loan B debt.

The following amounts were paid from CCPI to Prospect and recorded by Prospect as repayment of loan receivable:



Three Months Ended March 31, 2017	$	113
Three Months Ended March 31, 2018	112
Nine Months Ended March 31, 2017	337
Nine Months Ended March 31, 2018	337

During the nine months ended March 31, 2017, Prospect reclassified $123 of return of capital received from CCPI in prior periods as dividend income.

The following interest payments were accrued and paid from CCPI to Prospect and recognized by Prospect as interest income:



Three Months Ended March 31, 2017	$	745
Three Months Ended March 31, 2018	913
Nine Months Ended March 31, 2017	2,243
Nine Months Ended March 31, 2018	2,776

The following managerial assistance payments were paid from CCPI to Prospect and subsequently remitted to Prospect Administration (no income was recognized by Prospect):



Three Months Ended March 31, 2017	$	60
Three Months Ended March 31, 2018	60
Nine Months Ended March 31, 2017	180
Nine Months Ended March 31, 2018	180

The following managerial assistance payments received by Prospect had not yet been remitted to Prospect Administration and were included by Prospect within due to Prospect Administration:



June 30, 2017	$	60
March 31, 2018	60

The following payments were paid from CCPI to Prospect Administration as reimbursement for legal, tax and portfolio level accounting services provided directly to CCPI (no direct income was recognized by Prospect, but Prospect was able to recognize these payments as a reduction of the administrative services costs payable by Prospect to Prospect Administration):



Three Months Ended March 31, 2017	$	—
Three Months Ended March 31, 2018	—
Nine Months Ended March 31, 2017	—
Nine Months Ended March 31, 2018	45

The following amounts were due from CCPI to Prospect for reimbursement of expenses paid by Prospect on behalf of CCPI and were included by Prospect within other receivables:



June 30, 2017	$	1
March 31, 2018	2

CP Energy Services Inc.

Prospect owns 100% of the equity of CP Holdings of Delaware LLC (“CP Holdings”), a Consolidated Holding Company. CP Holdings owns 94.2% of the equity of CP Energy Services Inc. (“CP Energy”), and the remaining 5.8% of the equity is owned by CP Energy management. As of June 30, 2014, CP Energy owned directly or indirectly 100% of each of CP Well Testing Services, LLC (f/k/a CP Well Testing Holding Company LLC) (“CP Well Testing”); CP Well Testing, LLC (“CP Well”); Fluid Management Services, Inc. (f/k/a Fluid Management Holdings, Inc.) (“Fluid Management”); Fluid Management Services LLC (f/k/a Fluid Management Holdings LLC); Wright Transport, Inc. (f/k/a Wright Holdings, Inc.); Wright Foster Disposals, LLC; Foster Testing Co., Inc.; ProHaul Transports, LLC; Artexoma Logistics, LLC; and Wright Trucking, Inc. Effective December 31, 2014, CP Energy underwent a corporate reorganization in order to consolidate certain of its wholly-owned subsidiaries. As of June 30, 2015, CP Energy owned directly or indirectly 100% of each of CP Well; Wright Foster Disposals, LLC; Foster Testing Co., Inc.; ProHaul Transports, LLC; and Wright Trucking, Inc. CP Energy provides oilfield flowback services and fluid hauling and disposal services through its subsidiaries.

On October 1, 2017 we restructured our investment in CP Energy. Concurrent with the restructuring, we exchanged $35,048 of Series B Convertible Preferred Stock for $35,048 of senior secured debt. We received $228 of an advisory fee related to the above transaction, which we recognized as other income.

On January 18, 2018, CP Energy redeemed common shares belonging to senior management, which increased our ownership percentage from 82.3% to 94.2% as of March 31, 2018.

The following interest payments were accrued and paid from CP Energy to Prospect and recognized by Prospect as interest income:



Three Months Ended March 31, 2017	$	—
Three Months Ended March 31, 2018	1,112
Nine Months Ended March 31, 2017	—
Nine Months Ended March 31, 2018	2,217

The following interest income recognized had not yet been paid by CP Energy to Prospect and was included by Prospect within interest receivable:



June 30, 2017	$	—
March 31, 2018	—

The following managerial assistance payments were paid from CP Energy to Prospect and subsequently remitted to Prospect Administration (no income was recognized by Prospect):



Three Months Ended March 31, 2017	$	75
Three Months Ended March 31, 2018	—
Nine Months Ended March 31, 2017	225
Nine Months Ended March 31, 2018	175

The following managerial assistance payments received by Prospect had not yet been remitted to Prospect Administration and were included by Prospect within due to Prospect Administration:



June 30, 2017	$	75
March 31, 2018	—

The following managerial assistance recognized had not yet been paid by CP Energy to Prospect and was included by Prospect within other receivables and due to Prospect Administration:



June 30, 2017	$	—
March 31, 2018	100

The following payments were paid from CP Energy to Prospect Administration as reimbursement for legal, tax and portfolio level accounting services provided directly to CP Energy (no direct income was recognized by Prospect, but Prospect was able to recognize these payments as a reduction of the administrative services costs payable by Prospect to Prospect Administration):



Three Months Ended March 31, 2017	$	15
Three Months Ended March 31, 2018	—
Nine Months Ended March 31, 2017	15
Nine Months Ended March 31, 2018	—

Credit Central Loan Company, LLC

Prospect owns 100% of the equity of Credit Central Holdings of Delaware, LLC (“Credit Central Delaware”), a Consolidated Holding Company. Credit Central Delaware owns 98.26% of the equity of Credit Central Loan Company, LLC (f/k/a Credit Central Holdings, LLC) (“Credit Central”), with entities owned by Credit Central management owning the remaining 1.74% of the equity. Credit Central owns 100% of each of Credit Central, LLC; Credit Central South, LLC; Credit Central of Texas, LLC; and Credit Central of Tennessee, LLC. Credit Central is a branch-based provider of installment loans.

On September 28, 2016, Prospect performed a buyout of Credit Central management’s ownership stake, purchasing additional subordinated debt of $12,523 at a discount of $7,521. Prospect also purchased $2,098 of additional shares, increasing its ownership to 98.26%.

During the nine months ended March 31, 2018 and March 31, 2017, the following amounts of the aforementioned original issue discount of $7,521 accreted during the respective period, and included in interest income.



Three Months Ended March 31, 2017	$	300
Three Months Ended March 31, 2018	592
Nine Months Ended March 31, 2017	564
Nine Months Ended March 31, 2018	1,532

The following amounts were paid from Central Credit to Prospect and recorded by Prospect as repayment of loan receivable:



Three Months Ended March 31, 2017	$	403
Three Months Ended March 31, 2018	—
Nine Months Ended March 31, 2017	403
Nine Months Ended March 31, 2018	—

The following interest payments were accrued and paid from Credit Central to Prospect and recognized by Prospect as interest income:



Three Months Ended March 31, 2017	$	2,605
Three Months Ended March 31, 2018	3,184
Nine Months Ended March 31, 2017	7,329
Nine Months Ended March 31, 2018	9,425

Included above, the following payment-in-kind interest from Credit Central was capitalized and recognized by Prospect as interest income:



Three Months Ended March 31, 2017	$	888
Three Months Ended March 31, 2018	—
Nine Months Ended March 31, 2017	2,803
Nine Months Ended March 31, 2018	—

The following interest income recognized had not yet been paid by Credit Central to Prospect and was included by Prospect within interest receivable:



June 30, 2017	$	29
March 31, 2018	—

The following net revenue interest payments were paid from Credit Central to Prospect and recognized by Prospect as other income:



Three Months Ended March 31, 2017	$	—
Three Months Ended March 31, 2018	586
Nine Months Ended March 31, 2017	—
Nine Months Ended March 31, 2018	903

The following managerial assistance payments were paid from Credit Central to Prospect and subsequently remitted to Prospect Administration (no income was recognized by Prospect):



Three Months Ended March 31, 2017	$	175
Three Months Ended March 31, 2018	175
Nine Months Ended March 31, 2017	525
Nine Months Ended March 31, 2018	525

The following managerial assistance payments received by Prospect had not yet been remitted to Prospect Administration and were included by Prospect within due to Prospect Administration:



June 30, 2017	$	175
March 31, 2018	175

The following payments were paid from Credit Central to Prospect Administration as reimbursement for legal, tax and portfolio level accounting services provided directly to Credit Central (no direct income was recognized by Prospect, but Prospect was able to recognize these payments as a reduction of the administrative services costs payable by Prospect to Prospect Administration):



Three Months Ended March 31, 2017	$	—
Three Months Ended March 31, 2018	148
Nine Months Ended March 31, 2017	—
Nine Months Ended March 31, 2018	148

Echelon Transportation LLC (f/k/a Echelon Aviation LLC)

Prospect owns 100% of the membership interests of Echelon Transportation LLC (“Echelon”). Echelon owns 60.7% of the equity of AerLift Leasing Limited (“AerLift”).

On September 28, 2016, Echelon made an optional partial prepayment of $6,800 of the Senior Secured Revolving Credit Facility outstanding.

During the three months ended September 30, 2016, Echelon issued 36,275 Class B shares to the company’s President, decreasing Prospect’s ownership to 98.56%.

On December 9, 2016, Prospect made a follow-on $16,044 first lien senior secured debt and $2,830 equity investment in Echelon to support an asset acquisition, increasing Prospect’s ownership to 98.71%. Prospect recognized $1,121 in structuring fee income as a result of the transaction.

The following dividends were declared and paid from Echelon to Prospect and recognized as dividend income by Prospect:



Three Months Ended March 31, 2017	$	—
Three Months Ended March 31, 2018	—
Nine Months Ended March 31, 2017	200
Nine Months Ended March 31, 2018	—

All dividends were paid from earnings and profits of Echelon.

The following interest payments were accrued and paid from Echelon to Prospect and recognized by Prospect as interest income:



Three Months Ended March 31, 2017	$	1,568
Three Months Ended March 31, 2018	1,568
Nine Months Ended March 31, 2017	4,149
Nine Months Ended March 31, 2018	4,774

The following interest income recognized had not yet been paid by Echelon to Prospect and was included by Prospect within interest receivable:



June 30, 2017	$	2,631
March 31, 2018	1,045

The following managerial assistance payments were paid from Echelon to Prospect and subsequently remitted to Prospect Administration (no income was recognized by Prospect):



Three Months Ended March 31, 2017	$	63
Three Months Ended March 31, 2018	63
Nine Months Ended March 31, 2017	188
Nine Months Ended March 31, 2018	188

The following managerial assistance payments received by Prospect had not yet been remitted to Prospect Administration and were included by Prospect within due to Prospect Administration:



June 30, 2017	$	63
March 31, 2018	63

The following payments were paid from Echelon to Prospect Administration as reimbursement for legal, tax and portfolio level accounting services provided directly to Echelon (no direct income was recognized by Prospect, but Prospect was able to recognize these payments as a reduction of the administrative services costs payable by Prospect to Prospect Administration):



Three Months Ended March 31, 2017	$	—
Three Months Ended March 31, 2018	—
Nine Months Ended March 31, 2017	120
Nine Months Ended March 31, 2018	—

The following amounts were due from Echelon to Prospect for reimbursement of expenses paid by Prospect on behalf of Echelon and were included by Prospect within other receivables:



June 30, 2017	$	—
March 31, 2018	2

Edmentum Ultimate Holdings, LLC

As of June 30, 2017, Prospect held a 37.1% membership interest in Edmentum Ultimate Holdings, LLC ("Edmentum Holdings"), which owns 100% of the equity of Edmentum, Inc. On February 23, 2018, certain participating members of Edmentum Holdings increased their revolving credit commitment and extended additional credit to Edmentum, Inc. in exchange for additional common units of Edmentum Holdings. As a result, Prospect's equity ownership was diluted to 11.5% and the investment was transferred from a controlled to an affiliate investment classification as of March 31, 2018. Edmentum is the largest all subscription based, software as a service provider of online curriculum and assessments to the U.S. education market. Edmentum provides high-value, comprehensive online solutions that support educators to successfully transition learners from one stage to the next.

During the year ended June 30, 2017, Prospect funded an additional $7,835 in the second lien revolving credit facility.

During the nine months ended March 31, 2018, Prospect funded an additional $7,834 in the second lien revolving credit facility.

The following amounts were paid from Edmentum to Prospect and recorded by Prospect as repayment of loan receivable:



Three Months Ended March 31, 2017	$	—
Three Months Ended March 31, 2018	—
Nine Months Ended March 31, 2017	6,424
Nine Months Ended March 31, 2018	7,834

The following interest payments were accrued and paid from Edmentum to Prospect and recognized by Prospect as interest income:



Three Months Ended March 31, 2017	$	(342	)
Three Months Ended March 31, 2018	271
Nine Months Ended March 31, 2017	1,487
Nine Months Ended March 31, 2018	686

Included above, the following payment-in-kind interest from Edmentum was capitalized and recognized by Prospect as interest income:



Three Months Ended March 31, 2017	$	144
Three Months Ended March 31, 2018	157
Nine Months Ended March 31, 2017	1,916
Nine Months Ended March 31, 2018	459

The following interest income recognized had not yet been paid by Edmentum to Prospect and was included by Prospect within interest receivable:



June 30, 2017	$	167
March 31, 2018	195

Energy Solutions Holdings Inc.

Prospect owns 100% of the equity of Energy Solutions Holdings Inc. (f/k/a Gas Solutions Holdings Inc.) (“Energy Solutions”), a Consolidated Holding Company. Energy Solutions owns 100% of each of Change Clean Energy Company, LLC (f/k/a Change Clean Energy Holdings, LLC) (“Change Clean”); Freedom Marine Solutions, LLC (f/k/a Freedom Marine Services Holdings, LLC) (“Freedom Marine”); and Yatesville Coal Company, LLC (f/k/a Yatesville Coal Holdings, LLC) (“Yatesville”). Change Clean owns 100% of each of Change Clean Energy, LLC and Down East Power Company, LLC, and 50.1% of BioChips LLC. Freedom Marine owns 100% of each of Vessel Company, LLC (f/k/a Vessel Holdings, LLC) (“Vessel”); Vessel Company II, LLC (f/k/a Vessel Holdings II, LLC) (“Vessel II”); and Vessel Company III, LLC (f/k/a Vessel Holdings III, LLC) (“Vessel III”). Yatesville owns 100% of North Fork Collieries, LLC.

Energy Solutions owns interests in companies operating in the energy sector. These include companies operating offshore supply vessels, ownership of a non-operating biomass electrical generation plant and several coal mines. Energy Solutions subsidiaries formerly owned interests in gathering and processing business in east Texas.

Transactions between Prospect and Freedom Marine are separately discussed below under “Freedom Marine Solutions, LLC.”

First Tower Finance Company LLC

Prospect owns 100% of the equity of First Tower Holdings of Delaware LLC (“First Tower Delaware”), a Consolidated Holding Company. First Tower Delaware owns 80.1% of First Tower Finance Company LLC (f/k/a First Tower Holdings LLC) (“First Tower Finance”). First Tower Finance owns 100% of First Tower, LLC (“First Tower”), a multiline specialty finance company.

During the three months ended December 31, 2016, Prospect made an additional $8,005 equity investment to First Tower.

During the three months ended March 31, 2018, we made a follow-on $16,921 subordinated debt investment in First Tower, and a $2,664 equity investment in First Tower Finance, to support an acquisition. In connection with this transaction, we received a $2,664 advisory fee from First Tower, which was recognized as other income.

The following amounts were paid from First Tower to Prospect and recorded by Prospect as repayment of loan receivable:



Three Months Ended March 31, 2017	$	952
Three Months Ended March 31, 2018	3,524
Nine Months Ended March 31, 2017	1,889
Nine Months Ended March 31, 2018	6,735

The following interest payments were accrued and paid from First Tower to Prospect and recognized by Prospect as interest income:



Three Months Ended March 31, 2017	$	11,036
Three Months Ended March 31, 2018	11,134
Nine Months Ended March 31, 2017	39,936
Nine Months Ended March 31, 2018	33,737

Included above, the following payment-in-kind interest from First Tower was capitalized and recognized by Prospect as interest income:



Three Months Ended March 31, 2017	$	1,612
Three Months Ended March 31, 2018	—
Nine Months Ended March 31, 2017	4,996
Nine Months Ended March 31, 2018	870

The following interest income recognized had not yet been paid by First Tower to Prospect and was included by Prospect within interest receivable:



June 30, 2017	$	123
March 31, 2018	4,113

The following managerial assistance payments were paid from First Tower to Prospect and subsequently remitted to Prospect Administration (no income was recognized by Prospect):



Three Months Ended March 31, 2017	$	600
Three Months Ended March 31, 2018	—
Nine Months Ended March 31, 2017	1,800
Nine Months Ended March 31, 2018	1,200

The following managerial assistance payments received by Prospect have not yet been remitted to Prospect Administration and were included by Prospect within due to Prospect Administration:



June 30, 2017	$	600
March 31, 2018	—

The following managerial assistance recognized had not yet been paid by First Tower to Prospect and was included by Prospect within other receivables and due to Prospect Administration:



June 30, 2017	$	—
March 31, 2018	600

The following amounts were due from First Tower to Prospect for reimbursement of expenses paid by Prospect on behalf of First Tower and were included by Prospect within other receivables:



June 30, 2017	$	1
March 31, 2018	16

Freedom Marine Solutions, LLC

As discussed above, Prospect owns 100% of the equity of Energy Solutions, a Consolidated Holding Company. Energy Solutions owns 100% of Freedom Marine. Freedom Marine owns 100% of each of Vessel, Vessel II, and Vessel III.

During the year ended June 30, 2017, Prospect purchased an additional $1,200 in membership interests in Freedom Marine to support its ongoing operations and liquidity needs.

During the nine months ended March 31, 2018, Prospect purchased an additional $682 in membership interests in Freedom Marine to support its ongoing operations and liquidity needs.

The following managerial assistance recognized had not yet been paid by Freedom Marine to Prospect and was included by Prospect within other receivables and due to Prospect Administration:



June 30, 2017	$	525
March 31, 2018	750

MITY, Inc.

Prospect owns 100% of the equity of MITY Holdings of Delaware Inc. (“MITY Delaware”), a Consolidated Holding Company. MITY Delaware holds 95.48% of the equity of MITY, Inc. (f/k/a MITY Enterprises, Inc.) (“MITY”), with management of MITY owning the remaining 4.52% of the equity of MITY. MITY owns 100% of each of MITY-Lite, Inc. (“MITY-Lite”); Broda USA, Inc. (f/k/a Broda Enterprises USA, Inc.) (“Broda USA”); and Broda Enterprises ULC (“Broda Canada”). MITY is a designer, manufacturer and seller of multipurpose room furniture and specialty healthcare seating products.

During the three months ended December 31, 2016, Prospect formed a separate legal entity, MITY FSC, Inc., (“MITY FSC”) in which Prospect owns 96.88% of the equity, and MITY-Lite management owns the remaining portion. MITY FSC does not have material operations. This entity earns commission payments from MITY-Lite based on its sales to foreign customers, and distributes it to its shareholders based on pro-rata ownership. During the nine months ended March 31, 2018 and March 31, 2017, we received $1,093 and $886, respectively, of such commission, which we recognized as other income.

On January 17, 2017, Prospect invested an additional $8,000 of Senior Secured Note A and $8,000 of Senior Secured Term Loan B debt investments in MITY to fund an acquisition. Prospect recognized structuring fee income of $480 from this additional investment.

The following dividends were declared and paid from MITY to Prospect and recognized by Prospect as dividend income:



Three Months Ended March 31, 2017	$	—
Three Months Ended March 31, 2018	—
Nine Months Ended March 31, 2017	468
Nine Months Ended March 31, 2018	—

All dividends were paid from earnings and profits of MITY.

The following interest payments were accrued and paid from MITY to Prospect and recognized by Prospect as interest income:



Three Months Ended March 31, 2017	$	1,772
Three Months Ended March 31, 2018	1,871
Nine Months Ended March 31, 2017	4,385
Nine Months Ended March 31, 2018	5,711

The following interest income recognized had not yet been paid by MITY to Prospect and was included by Prospect within interest receivable:



June 30, 2017	$	21
March 31, 2018	—

The following interest payments were accrued and paid from Broda Canada to Prospect and recognized by Prospect as interest income:



Three Months Ended March 31, 2017	$	139
Three Months Ended March 31, 2018	146
Nine Months Ended March 31, 2017	425
Nine Months Ended March 31, 2018	445

The following interest income recognized had not yet been paid by Broda Canada to Prospect and was included by Prospect within interest receivable:



June 30, 2017	$	46
March 31, 2018	—

During the nine months ended March 31, 2017, there was a favorable fluctuation in the foreign currency exchange rate and Prospect recognized $12 of realized gain related to its investment in Broda Canada. During the nine months ended March 31, 2018, there was a favorable fluctuation in the foreign currency exchange rate and Prospect recognized $13 of realized gain related to its investment in Broda Canada.

The following managerial assistance payments were paid from MITY to Prospect and subsequently remitted to Prospect Administration (no income was recognized by Prospect):



Three Months Ended March 31, 2017	$	75
Three Months Ended March 31, 2018	75
Nine Months Ended March 31, 2017	225
Nine Months Ended March 31, 2018	225

The following managerial assistance payments received by Prospect had not yet been remitted to Prospect Administration and were included by Prospect within due to Prospect Administration:



June 30, 2017	$	75
March 31, 2018	75

The following payments were paid from MITY to Prospect Administration as reimbursement for legal, tax and portfolio level accounting services provided directly to MITY (no direct income was recognized by Prospect, but Prospect was able to recognize these payments as a reduction of the administrative services costs payable by Prospect to Prospect Administration):



Three Months Ended March 31, 2017	$	62
Three Months Ended March 31, 2018	—
Nine Months Ended March 31, 2017	62
Nine Months Ended March 31, 2018	—

The following amounts were due from MITY to Prospect for reimbursement of expenses paid by Prospect on behalf of MITY and included by Prospect within other receivables:



June 30, 2017	$	—
March 31, 2018	1

National Property REIT Corp.

Prospect owns 100% of the equity of NPH, a Consolidated Holding Company. NPH owns 100% of the common equity of NPRC. Effective May 23, 2016, in connection with the merger of APRC and UPRC with and into NPRC, APH and UPH merged with and into NPH, and were dissolved.

NPRC is a Maryland corporation and a qualified REIT for federal income tax purposes. In order to qualify as a REIT, NPRC issued 125 shares of Series A Cumulative Non-Voting Preferred Stock to 125 accredited investors. The preferred stockholders are entitled to receive cumulative dividends semi-annually at an annual rate of 12.5% and do not have the ability to participate in the management or operation of NPRC.

NPRC was formed to hold for investment, operate, finance, lease, manage, and sell a portfolio of real estate assets and engage in any and all other activities as may be necessary, incidental or convenient to carry out the foregoing. NPRC acquires real estate assets, including, but not limited to, industrial, commercial, and multi-family properties. NPRC may acquire real estate assets directly or through joint ventures by making a majority equity investment in a property-owning entity (the “JV”). Additionally, through its wholly-owned subsidiaries, NPRC invests in online consumer loans.

On July 22, 2016 Prospect made a $2,700 investment in NPRC used to purchase additional common equity of NPRC through NPH. The proceeds were utilized by NPRC to purchase additional ownership interest in twelve multi-family properties for $2,698 and pay $2 of legal services provided by attorneys at Prospect Administration. The minority interest holder also invested an additional $49 in the JVs. The proceeds were used by the JVs to fund $2,747 of capital expenditures.

On August 4, 2016, Prospect made a $393 investment in NPRC used to purchase additional common equity of NPRC through NPH. The proceeds were utilized by NPRC to purchase additional ownership interest in four multi-family properties for $392 and pay $1 of legal services provided by attorneys at Prospect Administration. The minority interest holder also invested an additional $21 in the JVs. The proceeds were used by the JVs to fund $413 of capital expenditures.

On September 1, 2016, we made an investment into American Consumer Lending Limited (“ACLL”), a wholly-owned subsidiary of NPRC, under the ACLL credit agreement, for senior secured term loans, Term Loan C, with the same terms as the existing ACL Loan Holdings, Inc. (“ACLLH”) Term Loan C due to us.

On September 28, 2016 Prospect made a $46,381 investment in NPRC, of which $35,295 was a Senior Term Loan and $11,086 was used to purchase additional common equity of NPRC through NPH. The proceeds were utilized by NPRC to purchase a 64.2% ownership interest in Vesper Portfolio JV, LLC for $46,324 and to pay $57 for tax and legal services provided by professionals at Prospect Administration. The JV was purchased for $250,000 which included debt financing and minority interest of $192,382 and $25,817, respectively. The remaining proceeds were used to pay $1,060 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income), $2,131 of third party expenses, $4,911 of pre-funded capex, and $5,310 of prepaid assets, with $1,111 retained by the JV for working capital.

On October 21, 2016 Prospect made a $514 investment in NPRC used to purchase additional common equity of NPRC through NPH. The proceeds were utilized by NPRC to purchase additional ownership interest in four multi-family properties for $512 and pay $2 of legal services provided by attorneys at Prospect Administration. The minority interest holder also invested an additional $33 in the JVs. The proceeds were used by the JVs to fund $545 of capital expenditures.

On November 17, 2016, NPRC used sale and supplemental loan proceeds to make a partial repayment on the Senior Term Loan of $19,149 and a return of capital on Prospects’ equity investment in NPRC of $9,204.

On November 23, 2016, Prospect made a $2,860 investment in NPRC used to purchase additional common equity of NPRC through NPH. The proceeds were utilized by NPRC to purchase additional ownership interest in seven multi-family properties for $2,859 and pay $1 of legal services provided by attorneys at Prospect Administration. The minority interest holder also invested an additional $231 in the JVs. The proceeds were used by the JVs to fund $3,090 of capital expenditures.

On December 7, 2016 Prospect made a $13,046 investment in NPRC, of which $9,653 was a Senior Term Loan and $3,393 was used to purchase additional common equity of NPRC through NPH. The proceeds were utilized by NPRC to purchase an 85%

ownership interest in JSIP Union Place, LLC for $13,026 and to pay $20 of legal services provided by attorneys at Prospect Administration. The JV was purchased for $64,750 which included debt financing and minority interest of $51,800 and $2,299, respectively. The remaining proceeds were used to pay $261 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income), $1,078 of third party expenses, $5 of pre-funded capital expenditures, and $458 of prepaid assets, with $573 retained by the JV for working capital.

On January 30, 2017 Prospect made a $41,365 investment in NPRC, of which $30,644 was a Senior Term Loan and $10,721 was used to purchase additional common equity of NPRC through NPH. The proceeds were utilized by NPRC to purchase a 92.5% ownership interest in 9220 Old Lantern Way LLC for $41,333 and to pay $32 of legal services provided by attorneys at Prospect Administration. The JV was purchased for $187,250 which included debt financing and minority interest of $153,580 and $3,351, respectively. The remaining proceeds were used to pay $827 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income), $4,415 of third party expenses, $1,857 of pre-funded capital expenditures, and $3,540 of prepaid assets, with $375 retained by the JV for working capital.

On February 27, 2017 NPRC used sale and supplemental loan proceeds to make a partial repayment on the Senior Term Loan of $18,000 and a return of capital on Prospects’ equity investment in NPRC of $11,648. In connection to the partial repayment of the Senior Term Loan, NPRC paid a prepayment premium of $180 to Prospect (which was recognized by Prospect as interest income).

On March 7, 2017, Prospect made a $289 investment in NPRC used to purchase additional common equity of NPRC through NPH. The proceeds were utilized by NPRC to purchase additional ownership interest in SSIL I, LLC for $288. The minority interest holder also invested an additional $72 in the JV. The proceeds were used by the JV to fund $360 of capital expenditures.

On March 16, 2017, Prospect made a $4,273 investment in NPRC used to purchase additional common equity of NPRC through NPH. The proceeds were utilized by NPRC to purchase additional ownership interest in eight multi-family properties for $4,272 and pay $1 of legal services provided by attorneys at Prospect Administration. The proceeds were used by the JV to fund $4,272 of capital expenditures.

On July 10, 2017, Prospect made a $653 investment in NPRC, of which $450 was a Senior Term Loan and $202 was used to purchase additional common equity of NPRC through NPH. The proceeds were utilized by NPRC to purchase additional ownership interest in a multi-family JV for $639 and pay $1 of legal services provided by attorneys at Prospect Administration. The remaining proceeds were used to pay $13 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income). The minority interest holder also purchased additional ownership interest in the JV for $163. The proceeds were used by the JV to fund $802 of capital expenditures.

On August 24, 2017, Prospect purchased additional common equity of NPRC through NPH for $2,401. The proceeds were utilized by NPRC to purchase additional ownership interest in a JV that owns eight student housing properties for $2,400 and pay $1 of legal services provided by attorneys at Prospect Administration. The proceeds were used by the JV to fund $2,400 of capital expenditures.

On September 13, 2017, Prospect made a $826 investment in NPRC, of which $662 was a Senior Term Loan and $164 was used to purchase additional common equity of NPRC through NPH. The proceeds were utilized by NPRC to purchase additional ownership interest in a JV entity that owns five multi-family properties for $825 and pay $2 of legal services provided by attorneys at Prospect Administration. The minority interest holder also purchased additional ownership interest in the JV for $92. The proceeds were used by the JV to fund $917 of capital expenditures.

On October 10, 2017, Prospect purchased additional common equity of NPRC through NPH for $4,094. NPRC utilized $4,091 of the proceeds as a capital contribution in multiple JV entities that own ten multi-family properties and to pay $3 for legal services provided by attorneys at Prospect Administration. The minority interest holder also contributed $87 of additional capital in the JV entities. The proceeds were utilized by the JV entities to fund $4,178 of capital expenditures.

On October 31, 2017, Prospect purchased additional common equity of NPRC through NPH for $27,004. The proceeds were utilized by NPRC to purchase a 92.5% ownership interest in Baymeadows Holdings LLC for $26,974 and to pay $30 for tax and legal services provided by professionals at Prospect Administration. The minority interest holder purchased ownership interest in the JV for $2,187. The JV utilized the total proceeds, which included debt financing of $88,800, to acquire $111,000 of multi-family real estate assets. The remaining proceeds were used by the JV to pay $539 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income), $802 of third party expenses, $546 of pre-funded capital expenditures, $3,016 of prepaid assets, and $2,058 was retained by the JV as working capital.

On November 8, 2017, Prospect purchased additional common equity of NPRC through NPH for $15,911. The proceeds were utilized by NPRC to purchase a 92.5% ownership interest in Southfield Holdings LLC for $15,849, pay $10 for tax and legal services provided by professionals at Prospect Administration, and $52 was retained as working capital. The minority interest holder purchased ownership interest in the JV for $1,285. The JV utilized the total proceeds, which included debt financing of $58,229, to acquire $68,500 of multi-family real estate assets. The remaining proceeds were used by the JV to pay $317 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income), $263 of third party expenses, $3,138 of pre-funded capital expenditures, $2,860 of prepaid assets, and $285 was retained by the JV as working capital.

On November 17, 2017, Prospect purchased additional common equity of NPRC through NPH for $1,019. NPRC utilized $1,018 of the proceeds as a capital contribution in multiple JV entities that own seven multi-family properties and to pay $1 for legal services provided by attorneys at Prospect Administration. The minority interest holder also contributed $82 of additional capital in the JV entities. The proceeds were used by the JV entities to fund $1,100 of capital expenditures.

On December 29, 2017, Prospect purchased additional common equity of NPRC through NPH for $10,000. NPRC utilized $200 of proceeds provided to pay a structuring fee to Prospect (which was recognized by Prospect as structuring fee income). On January 10, 2018, NPRC utilized $9,790 of proceeds provided by Prospect on December 29, 2017 to purchase a 92.5% interest in Steeplechase Holdings LLC. The remaining $10 was retained as working capital by NPRC. The minority interest holder purchased ownership interest in the JV for $794. The JV utilized the total proceeds, which included debt financing of $36,668, to acquire $44,500 of multi-family real estate assets. The remaining proceeds were used by the JV to pay $196 of structuring fees to NPRC, $986 of third party expenses, $370 of pre-funded capital expenditures, $911 of prepaid assets, and $289 was retained by the JV as working capital.

On January 26, 2018, Prospect purchased additional common equity of NPRC through NPH for $1,586. NPRC utilized the proceeds to purchase additional ownership interest in a JV that owns eight student housing properties for $1,585 and to pay $1 for legal services provided by attorneys at Prospect Administration. The proceeds were utilized by the JV entity to fund $1,585 of capital expenditures.

On March 1, 2018 Prospect exchanged $47,000 of ACLL Senior Secured Term Loan C for $47,000 of NPRC Senior Secured Term Loan E.

On March 19, 2018 Prospect exchanged $50,000 of ACLL Senior Secured Term Loan C for $50,000 of NPRC Senior Secured Term Loan E.

On March 29, 2018, Prospect purchased additional common equity of NPRC through NPH for $3,134. NPRC utilized $3,131 of the proceeds as a capital contribution in multiple JV entities that own nine multi-family properties and to pay $3 for legal services provided by attorneys at Prospect Administration. The minority interest holder also contributed $71 of additional capital in the JV entities. The proceeds were utilized by the JV entities to fund $3,202 of capital expenditures.

On March 29, 2018 Prospect exchanged $578 of ACLL Senior Secured Term Loan C and $14,274 of ACLLH Senior Secured Term Loan C for $14,852 of NPRC Senior Secured Term Loan E.

On March 30, 2018, Prospect purchased additional common equity of NPRC through NPH for $7,997. NPRC utilized $797 of the proceeds to fund the lender rate-lock deposit and initial deposits required under the purchase and sale agreement of a JV real estate transaction. NPRC utilized $200 of proceeds provided to pay a structuring fee to Prospect (which was recognized by Prospect as structuring fee income). The remaining $7,000 of proceeds were retained by NPRC to acquire a controlling interest in the JV real estate transaction.

On March 30, 2018 Prospect contributed $48,832 to NPRC as an increase to the NPRC Senior Secured Term Loan E. On the same day, NPRC distributed $48,832 as a return of capital to Prospect.

The following dividends were declared and paid from NPRC to Prospect and recognized as dividend income by Prospect:



Three Months Ended March 31, 2017	$	—
Three Months Ended March 31, 2018	5,639
Nine Months Ended March 31, 2017	—
Nine Months Ended March 31, 2018	5,639

All dividends were paid from earnings and profits of NPRC.

The following interest payments were accrued and paid by NPRC to Prospect and recognized by Prospect as interest income:



Three Months Ended March 31, 2017	$	14,188
Three Months Ended March 31, 2018	17,703
Nine Months Ended March 31, 2017	46,971
Nine Months Ended March 31, 2018	52,639

Included above, the following payment-in-kind interest from NPRC was capitalized and recognized by Prospect as interest income:



Three Months Ended March 31, 2017	$	—
Three Months Ended March 31, 2018	—
Nine Months Ended March 31, 2017	—
Nine Months Ended March 31, 2018	776

The following interest income recognized had not yet been paid by NPRC to Prospect and was included by Prospect within interest receivable:



June 30, 2017	$	147
March 31, 2018	6,028

The following interest payments were accrued and paid by ACLLH to Prospect and recognized by Prospect as interest income:



Three Months Ended March 31, 2017	$	3,941
Three Months Ended March 31, 2018	552
Nine Months Ended March 31, 2017	12,363
Nine Months Ended March 31, 2018	3,170

The following interest income recognized had not yet been paid by ACLLH to Prospect and was included by Prospect within interest receivable:



June 30, 2017	$	27
March 31, 2018	—

The following interest payments were accrued and paid by ACLL to Prospect and recognized by Prospect as interest income:



Three Months Ended March 31, 2017	$	1,877
Three Months Ended March 31, 2018	4,236
Nine Months Ended March 31, 2017	3,477
Nine Months Ended March 31, 2018	13,627

The following interest income recognized had not yet been paid by ACLL to Prospect and was included by Prospect within interest receivable:



June 30, 2017	$	39
March 31, 2018	4,413

The following prepayment penalty fees were paid from NPRC to Prospect and recognized by Prospect as interest income:



Three Months Ended March 31, 2017	$	180
Three Months Ended March 31, 2018	—
Nine Months Ended March 31, 2017	2,177
Nine Months Ended March 31, 2018	—

The following net operating income interest payments were paid from NPRC to Prospect and recognized by Prospect as other income:



Three Months Ended March 31, 2017	$	1,476
Three Months Ended March 31, 2018	1,678
Nine Months Ended March 31, 2017	3,965
Nine Months Ended March 31, 2018	4,810

The following structuring fees were paid from NPRC to Prospect and recognized by Prospect as other income:



Three Months Ended March 31, 2017	$	827
Three Months Ended March 31, 2018	39
Nine Months Ended March 31, 2017	2,147
Nine Months Ended March 31, 2018	1,397

The following structuring fees were paid from ACLLH to Prospect and recognized by Prospect as other income:



Three Months Ended March 31, 2017	$	171
Three Months Ended March 31, 2018	—
Nine Months Ended March 31, 2017	1,506
Nine Months Ended March 31, 2018	—

The following managerial assistance payments were paid from NPRC to Prospect and subsequently remitted to Prospect Administration (no income was recognized by Prospect):



Three Months Ended March 31, 2017	$	325
Three Months Ended March 31, 2018	525
Nine Months Ended March 31, 2017	975
Nine Months Ended March 31, 2018	1,175

The following managerial assistance payments received by Prospect had not yet been remitted to Prospect Administration and were included by Prospect within due to Prospect Administration:



June 30, 2017	$	325
March 31, 2018	525

The following payments were paid from NPRC to Prospect Administration as reimbursement for legal, tax and portfolio level accounting services provided directly to NPRC (no direct income was recognized by Prospect, but Prospect was able to recognize these payments as a reduction of the administrative services costs payable by Prospect to Prospect Administration):



Three Months Ended March 31, 2017	$	3,620
Three Months Ended March 31, 2018	396
Nine Months Ended March 31, 2017	5,056
Nine Months Ended March 31, 2018	1,547

The following amounts were due from NPRC to Prospect for reimbursement of expenses paid by Prospect on behalf of NPRC and included by Prospect within other receivables:



June 30, 2017	$	6
March 31, 2018	6

The following amounts were due from ACLLH to Prospect for reimbursement of expenses paid by Prospect on behalf of ACLLH and included by Prospect within other receivables:



June 30, 2017	$	1
March 31, 2018	6

Nationwide Loan Company LLC

On August 31, 2016, Prospect made an additional $123 investment in the senior subordinated term loan to Nationwide. Prospect also made an additional equity investment totaling $92, increasing Prospect’s ownership in Nationwide to 94.48%.

On May 31, 2017, Prospect made an additional equity investment totaling $1,889, and Prospect’s ownership in Nationwide did not change.

On October 31, 2017, Prospect made an additional equity investment totaling $3,779, and Prospect’s ownership in Nationwide did not change.

The following dividends were declared and paid from Nationwide to Prospect and recognized as dividend income by Prospect:



Three Months Ended March 31, 2017	$	730
Three Months Ended March 31, 2018	—
Nine Months Ended March 31, 2017	3,310
Nine Months Ended March 31, 2018	—

All dividends were paid from earnings and profits of Nationwide.

The following interest payments were accrued and paid from Nationwide to Prospect and recognized by Prospect as interest income:



Three Months Ended March 31, 2017	$	841
Three Months Ended March 31, 2018	868
Nine Months Ended March 31, 2017	2,556
Nine Months Ended March 31, 2018	2,605

Included above, the following payment-in-kind interest from Nationwide was capitalized and recognized by Prospect as interest income:



Three Months Ended March 31, 2017	$	—
Three Months Ended March 31, 2018	296
Nine Months Ended March 31, 2017	—
Nine Months Ended March 31, 2018	591

The following interest income recognized had not yet been paid by Nationwide to Prospect and was included by Prospect within interest receivable:



June 30, 2017	$	9
March 31, 2018	—

The following managerial assistance payments were paid from Nationwide to Prospect and subsequently remitted to Prospect Administration (no income was recognized by Prospect):



Three Months Ended March 31, 2017	$	100
Three Months Ended March 31, 2018	100
Nine Months Ended March 31, 2017	300
Nine Months Ended March 31, 2018	300

The following managerial assistance payments received by Prospect had not yet been remitted to Prospect Administration and were included by Prospect within due to Prospect Administration:



June 30, 2017	$	100
March 31, 2018	100

The following payments were paid from Nationwide to Prospect Administration as reimbursement for legal, tax and portfolio level accounting services provided directly to Nationwide (no direct income was recognized by Prospect, but Prospect was able to recognize these payments as a reduction of the administrative services costs payable by Prospect to Prospect Administration):



Three Months Ended March 31, 2017	$	—
Three Months Ended March 31, 2018	—
Nine Months Ended March 31, 2017	—
Nine Months Ended March 31, 2018	46

The following amounts were due from Nationwide to Prospect for reimbursement of expenses paid by Prospect on behalf of Nationwide and included by Prospect within other receivables:



June 30, 2017	$	—
March 31, 2018	7

NMMB, Inc.

Prospect owns 100% of the equity of NMMB Holdings, Inc. (“NMMB Holdings”), a Consolidated Holding Company. NMMB Holdings owns 91.52% of the fully-diluted equity of NMMB, Inc. (f/k/a NMMB Acquisition, Inc.) (“NMMB”), with NMMB management owning the remaining 8.67% of the equity. NMMB owns 100% of Refuel Agency, Inc. (“Refuel Agency”). Refuel Agency owns 100% of Armed Forces Communications, Inc. (“Armed Forces”). NMMB is an advertising media buying business.

The following interest payments were accrued and paid from NMMB to Prospect and recognized by Prospect as interest income:



Three Months Ended March 31, 2017	$	130
Three Months Ended March 31, 2018	130
Nine Months Ended March 31, 2017	396
Nine Months Ended March 31, 2018	396

The following interest income recognized had not yet been paid by NMMB to Prospect and was included by Prospect within interest receivable:



June 30, 2017	$	1
March 31, 2018	3

The following interest payments were accrued and paid from Armed Forces to Prospect and recognized by Prospect as interest income:



Three Months Ended March 31, 2017	$	245
Three Months Ended March 31, 2018	241
Nine Months Ended March 31, 2017	746
Nine Months Ended March 31, 2018	735

The following interest income recognized had not yet been paid by Armed Forces to Prospect and was included by Prospect within interest receivable:



June 30, 2017	$	3
March 31, 2018	5

The following managerial assistance payments were paid from NMMB to Prospect and subsequently remitted to Prospect

Administration (no income was recognized by Prospect):



Three Months Ended March 31, 2017	$	38
Three Months Ended March 31, 2018	100
Nine Months Ended March 31, 2017	113
Nine Months Ended March 31, 2018	300

The following managerial assistance payments received by Prospect had not yet been remitted to Prospect Administration and were included by Prospect within due to Prospect Administration:



June 30, 2017	$	100
March 31, 2018	100

The following managerial assistance recognized had not yet been paid by NMMB to Prospect and was included by Prospect within other receivables and due to Prospect Administration:



June 30, 2017	$	1,288
March 31, 2018	1,288

The following amounts were due from NMMB to Prospect for reimbursement of expenses paid by Prospect on behalf of NMMB and were included by Prospect within other receivables:



June 30, 2017	$	—
March 31, 2018	3

R-V Industries, Inc.

Prospect owns 88.27% of the fully-diluted equity of R-V Industries, Inc. (“R-V”), with R-V management owning the remaining 11.73% of the equity. As of June 30, 2011, Prospect’s equity investment cost basis was $1,682 and $5,087 for warrants and common stock, respectively.

On December 24, 2016, Prospect exercised its warrant to purchase 200,000 common shares of R-V. Prospect recorded a realized gain of $172 from this redemption. Prospect’s ownership remains unchanged at 88.27%.

During the three months ended December 31, 2016, Prospect provided certain financial advisory services to R-V related to a possible transaction. Prospect recognized $124 in advisory fee income resulting from these services.

100

The following dividends were declared and paid from R-V to Prospect and recognized as dividend income by Prospect:



Three Months Ended March 31, 2017	$	—
Three Months Ended March 31, 2018	—
Nine Months Ended March 31, 2017	150
Nine Months Ended March 31, 2018	—

All dividends were paid from earnings and profits of R-V.

During the year ended June 30, 2017, cash distributions of $76 that were declared and paid from R-V to Prospect were recognized as a return of capital by Prospect.

The following interest payments were accrued and paid from R-V to Prospect and recognized by Prospect as interest income:



Three Months Ended March 31, 2017	$	718
Three Months Ended March 31, 2018	775
Nine Months Ended March 31, 2017	2,149
Nine Months Ended March 31, 2018	2,254

The following managerial assistance payments were paid from R-V to Prospect and subsequently remitted to Prospect Administration (no income was recognized by Prospect):



Three Months Ended March 31, 2017	$	45
Three Months Ended March 31, 2018	45
Nine Months Ended March 31, 2017	120
Nine Months Ended March 31, 2018	135

The following managerial assistance payments received by Prospect had not yet been remitted to Prospect Administration and were included by Prospect within due to Prospect Administration:



June 30, 2017	$	45
March 31, 2018	45

The following payments were paid from R-V to Prospect Administration as reimbursement for legal, tax and portfolio level accounting services provided directly to R-V (no direct income was recognized by Prospect, but Prospect was able to recognize these payments as a reduction of the administrative services costs payable by Prospect to Prospect Administration):



Three Months Ended March 31, 2017	$	17
Three Months Ended March 31, 2018	—
Nine Months Ended March 31, 2017	17
Nine Months Ended March 31, 2018	2

SB Forging Company, Inc.

As of June 30, 2014, Prospect owned 79.53% of the fully-diluted common, 85.76% of the Series A Preferred and 100% of the Series B Preferred equity of ARRM Services, Inc. (f/k/a ARRM Holdings, Inc.) (“ARRM”). ARRM owned 100% of the equity of Ajax Rolled Ring & Machine, LLC (f/k/a Ajax Rolled Ring & Machine, Inc.) (“Ajax”). Ajax forges large seamless steel rings on two forging mills in the company’s York, South Carolina facility. The rings are used in a range of industrial applications, including in construction equipment and power turbines. Ajax also provides machining and other ancillary services.

During the three months ended March 31, 2017, Prospect incurred $53 of additional overhead expense related to SB Forging ,which were given to us as a credit for services payable to Prospect Administration in the June 2017 quarter.

101

The following payments were paid from SB Forging to Prospect Administration as reimbursement for legal, tax and portfolio level accounting services provided directly to SB Forging (no direct income was recognized by Prospect, but Prospect was able to recognize these payments as a reduction of the administrative services costs payable by Prospect to Prospect Administration):



Three Months Ended March 31, 2017	$	53
Three Months Ended March 31, 2018	—
Nine Months Ended March 31, 2017	598
Nine Months Ended March 31, 2018	—

SB Forging Company II, Inc. (f/k/a Gulf Coast Machine & Supply Company)

Prospect owns 100% of the preferred equity of Gulf Coast Machine & Supply Company (“Gulf Coast”). Gulf Coast is a provider of value-added forging solutions to energy and industrial end markets.

During the year ended June 30, 2017, Prospect made additional investments of $8,750 in the first lien term loan to Gulf Coast to fund capital improvements to key forging equipment and other liquidity needs.

On June 3, 2017, Gulf Coast sold all of its assets to a third party, for total consideration of $10,250, including escrowed amounts. The proceeds from the sale were primarily used to repay a $6,115 third party revolving credit facility, and the remainder was used to pay other legal and administrative costs incurred by Gulfco. As no proceeds were allocated to Prospect, our debt and equity investment in Gulfco was written-off for tax purposes and we recorded a realized loss of $66,103. Gulfco holds $2,050 in escrow related to the sale, which will be distributed to Prospect once released to Gulfco, and will be recognized as a realized gain if and when it is received. On June 28, 2017, Gulf Coast was renamed to SB Forging Company II, Inc.

The following amounts were paid from Gulf Coast to Prospect and recorded by Prospect as repayment of loan receivable:



Three Months Ended March 31, 2017	$	—
Three Months Ended March 31, 2018	—
Nine Months Ended March 31, 2017	3,022
Nine Months Ended March 31, 2018	—

The following payments were paid from Gulf Coast to Prospect Administration as reimbursement for legal, tax and portfolio level accounting services provided directly to Gulf Coast (no direct income was recognized by Prospect, but Prospect was able to recognize these payments as a reduction of the administrative services costs payable by Prospect to Prospect Administration):



Three Months Ended March 31, 2017	$	—
Three Months Ended March 31, 2018	—
Nine Months Ended March 31, 2017	503
Nine Months Ended March 31, 2018	1,202

On November 14, 2017, we received proceeds of $1,363 from our insurance carrier related to our investment in Gulfco. The $1,363 reimbursed us for covered third-party legal expenses incurred and expensed in prior periods, for which we recorded the amount received as a reduction to our legal fees for the current period. Prospect Administration also received $1,430 from the insurance carrier related to covered legal services provided by Prospect Administration which was recorded as a reduction of allocation of overhead from Prospect Administration.

USES Corp.

On June 15, 2016, we provided additional $1,300 debt financing to USES Corp. (“USES”) and its subsidiaries in the form of additional Term Loan A debt and, in connection with such Term Loan A debt financing, USES issued to us 99,900 shares of its common stock. On June 29, 2016, we provided additional $2,200 debt financing to USES and its subsidiaries in the form of additional Term Loan A debt and, in connection with such Term Loan A debt financing, USES issued to us 169,062 shares of its common stock. As a result of such debt financing and recapitalization, as of June 29, 2016, we held 268,962 shares of USES common stock representing a 99.96% common equity ownership interest in USES. As such, USES became a controlled company on June 30, 2016.

During the year ended June 30, 2017, Prospect provided additional $2,599 debt financing to USES and its subsidiaries in the form of additional Term Loan A debt.

102

During the nine months ended March 31, 2018, Prospect provided additional $2,999 debt financing to USES and its subsidiaries in the form of additional Term Loan A debt.

During the nine months ended March 31, 2018, we entered into a participation agreement with USES management, and sold $3 of Prospect's investment in the Term Loan A debt.

The following managerial assistance recognized had not yet been paid by USES to Prospect and was included by Prospect within other receivables and due to Prospect Administration:



June 30, 2017	$	325
March 31, 2018	550

Valley Electric Company, Inc.

Prospect owns 100% of the common stock of Valley Electric Holdings I, Inc. (“Valley Holdings I”), a Consolidated Holding Company. Valley Holdings I owns 100% of Valley Electric Holdings II, Inc. (“Valley Holdings II”), a Consolidated Holding Company. Valley Holdings II owns 94.99% of Valley Electric Company, Inc. (“Valley Electric”), with Valley Electric management owning the remaining 5.01% of the equity. Valley Electric owns 100% of the equity of VE Company, Inc., which owns 100% of the equity of Valley Electric Co. of Mt. Vernon, Inc. (“Valley”), a leading provider of specialty electrical services in the state of Washington and among the top 50 electrical contractors in the United States.

The following interest payments were accrued and paid from Valley Electric to Prospect and recognized by Prospect as interest income:



Three Months Ended March 31, 2017	$	1,137
Three Months Ended March 31, 2018	1,236
Nine Months Ended March 31, 2017	3,356
Nine Months Ended March 31, 2018	3,632

Included above, the following payment-in-kind interest from Valley Electric was capitalized and recognized by Prospect as interest income:



Three Months Ended March 31, 2017	$	522
Three Months Ended March 31, 2018	567
Nine Months Ended March 31, 2017	1,288
Nine Months Ended March 31, 2018	1,670

The following interest income recognized had not yet been paid by Valley Electric to Prospect and was included by Prospect within interest receivable:



June 30, 2017	$	13
March 31, 2018	14

The following interest payments were accrued and paid from Valley to Prospect and recognized by Prospect as interest income:



Three Months Ended March 31, 2017	$	274
Three Months Ended March 31, 2018	274
Nine Months Ended March 31, 2017	834
Nine Months Ended March 31, 2018	834

The following interest income recognized had not yet been paid by Valley to Prospect and was included by Prospect within interest receivable:



June 30, 2017	$	3
March 31, 2018	3

103

The following managerial assistance payments were paid from Valley to Prospect and subsequently remitted to Prospect Administration (no income was recognized by Prospect):



Three Months Ended March 31, 2017	$	75
Three Months Ended March 31, 2018	75
Nine Months Ended March 31, 2017	225
Nine Months Ended March 31, 2018	300

The following managerial assistance payments received by Prospect had not yet been remitted to Prospect Administration and were included by Prospect within due to Prospect Administration:



June 30, 2017	$	75
March 31, 2018	75

The following amounts were due from Valley to Prospect for reimbursement of expenses paid by Prospect on behalf of Valley and were included by Prospect within other receivables:



June 30, 2017	$	3
March 31, 2018	3

The following payments were paid from Valley Electric to Prospect Administration as reimbursement for legal, tax and portfolio level accounting services provided directly to Valley Electric (no direct income was recognized by Prospect, but Prospect was able to recognize these payments as a reduction of the administrative services costs payable by Prospect to Prospect Administration):



Three Months Ended March 31, 2017	$	—
Three Months Ended March 31, 2018	4
Nine Months Ended March 31, 2017	—
Nine Months Ended March 31, 2018	4

Wolf Energy, LLC

Prospect owns 100% of the equity of Wolf Energy Holdings Inc. (“Wolf Energy Holdings”), a Consolidated Holding Company. Wolf Energy Holdings owns 100% of each of Appalachian Energy LLC (f/k/a Appalachian Energy Holdings, LLC) (“AEH”); Coalbed, LLC (“Coalbed”); and Wolf Energy, LLC (“Wolf Energy”). AEH owns 100% of C&S Operating, LLC.

Wolf Energy Holdings is a holding company formed to hold 100% of the outstanding membership interests of each of AEH and Coalbed. The membership interests and associated operating company debt of AEH and Coalbed, which were previously owned by Manx Energy, Inc. (“Manx”), were assigned to Wolf Energy Holdings effective June 30, 2012. The purpose of assignment was to remove those activities from Manx deemed non-core by the Manx convertible debt investors who were not interested in funding those operations. On June 30, 2012, AEH and Coalbed loans, with a cost basis of $7,991, were assigned by Prospect to Wolf Energy Holdings from Manx.

On March 14, 2017, $22,145 of assets previously held by Ark-La-Tex Wireline Services, LLC (“Ark-La-Tex”) were assigned to Wolf Energy Services Company, LLC, (“Wolf Energy Services”) a wholly-owned subsidiary of Wolf Energy Holdings. During the three months ended March 31, 2017, Wolf Energy Services received $2,768 from the partial sale of these transferred assets. During the three months ended June 30, 2017 Wolf Energy Services received $12,576 from the sale of assets.

During the nine months ended March 31, 2018 Wolf Energy Services received $2,930 from the sale of assets.

On December 29, 2017, we entered into a fee agreement with Wolf Energy Services Company, LLC (“Wolf”), for services required to locate, inventory, foreclose, and liquidate assets that were transferred from Ark-La-Tex to Wolf. Per the agreement, we will receive a fee equal to 8.0% of gross liquidation proceeds in the event aggregate liquidation gross proceeds exceed $19,000 (currently $18,500). During the three months ended March, 31, 2018, we received $1,222 in liquidation fees, net of third-party transaction costs, which is reflected as other income on our accompanying Consolidated Statement of Operations.

104

The following managerial assistance payments were paid from Wolf Energy to Prospect and subsequently remitted to Prospect Administration (no income was recognized by Prospect):



Three Months Ended March 31, 2017	$	—
Three Months Ended March 31, 2018	—
Nine Months Ended March 31, 2017	28
Nine Months Ended March 31, 2018	28

The following managerial assistance recognized had not yet been paid by Wolf Energy to Prospect and was included by Prospect within other receivables and due to Prospect Administration:



June 30, 2017	$	14
March 31, 2018	28

The following amounts were due from Wolf Energy to Prospect for reimbursement of expenses paid by Prospect on behalf of Wolf Energy and were included by Prospect within other receivables:



June 30, 2017	$	—
March 31, 2018	2

Note 15. Litigation

From time to time, we may become involved in various investigations, claims and legal proceedings that arise in the ordinary course of our business. These matters may relate to intellectual property, employment, tax, regulation, contract or other matters. The resolution of such matters as may arise will be subject to various uncertainties and, even if such claims are without merit, could result in the expenditure of significant financial and managerial resources. We are not aware of any material legal proceedings as of March 31, 2018.

Note 16. Financial Highlights

The following is a schedule of financial highlights for the three and nine months ended March 31, 2018 and March 31, 2017:



	Three Months Ended March 31,						Nine Months Ended March 31,
	2018			2017			2018			2017
Per Share Data
Net asset value at beginning of period	$	9.28		$	9.62		$	9.32		$	9.62
Net investment income(1)	0.19			0.20			0.57			0.66
Net realized and change in unrealized gains (losses)(1)	(0.05		)	(0.15		)	(0.06		)	(0.10		)
Net increase from operations	0.14			0.05			0.51			0.56
Distributions of net investment income	(0.18		)	(0.25		)	(0.59		)	(0.75		)
Common stock transactions(2)	(0.01		)	0.01			(0.01		)	—
Net asset value at end of period	$	9.23		$	9.43		$	9.23		$	9.43

Per share market value at end of period	$	6.55		$	9.04		$	6.55		$	9.04
Total return based on market value(3)	(0.20		%)	11.30		%	(12.00		%)	26.27		%
Total return based on net asset value(3)	2.14		%	0.77		%	8.04		%	7.07		%
Shares of common stock outstanding at end of period	362,657,362			359,885,703			362,657,362			359,885,703
Weighted average shares of common stock outstanding	361,759,954			359,402,527			360,794,837			358,468,092

Ratios/Supplemental Data
Net assets at end of period	$	3,346,396		$	3,392,168		$	3,346,396		$	3,392,168
Portfolio turnover rate	2.12		%	5.06		%	24.55		%	17.72		%
Annualized ratio of operating expenses to average net assets	11.05		%	11.45		%	11.08		%	11.58		%
Annualized ratio of net investment income to average net assets	8.42		%	8.54		%	8.31		%	9.19		%

105

The following is a schedule of financial highlights for each of the five years ended in the period ended June 30, 2017:



	Year Ended June 30,
	2017				2016			2015			2014			2013
Per Share Data
Net asset value at beginning of year	$	9.62			$	10.31		$	10.56		$	10.72		$	10.83
Net investment income⁽¹⁾	0.85				1.04			1.03			1.19			1.57
Net realized and change in unrealized (losses) gains⁽¹⁾	(0.15		)		(0.75		)	(0.05		)	(0.13		)	(0.50		)
Net increase from operations	0.70				0.29			0.98			1.06			1.07
Distributions of net investment income	(1.00		)		(1.00		)	(1.19		)	(1.32		)	(1.28		)
Common stock transactions⁽²⁾	—			⁽⁴⁾	0.02			(0.04		)	0.10			0.10
Net asset value at end of year	$	9.32			$	9.62		$	10.31		$	10.56		$	10.72

Per share market value at end of year	$	8.12			$	7.82		$	7.37		$	10.63		$	10.80
Total return based on market value⁽³⁾	16.80		%		21.84		%	(20.84		%)	10.88		%	6.24		%
Total return based on net asset value⁽³⁾	8.98		%		7.15		%	11.47		%	10.97		%	10.91		%
Shares of common stock outstanding at end of year	360,076,933				357,107,231			359,090,759			342,626,637			247,836,965
Weighted average shares of common stock outstanding	358,841,714				356,134,297			353,648,522			300,283,941			207,069,971

Ratios/Supplemental Data
Net assets at end of year	$	3,354,952			$	3,435,917		$	3,703,049		$	3,618,182		$	2,656,494
Portfolio turnover rate	23.65		%		15.98		%	21.89		%	15.21		%	29.24		%
Ratio of operating expenses to average net assets	11.57		%		11.95		%	11.66		%	11.11		%	11.50		%
Ratio of net investment income to average net assets	8.96		%		10.54		%	9.87		%	11.18		%	14.86		%


(1)	Per share data amount is based on the weighted average number of common shares outstanding for the year/period presented (except for dividends to shareholders which is based on actual rate per share).


(2)	Common stock transactions include the effect of our issuance of common stock in public offerings (net of underwriting and offering costs), shares issued in connection with our dividend reinvestment plan, shares issued to acquire investments and shares repurchased below net asset value pursuant to our Repurchase Program.

(3)

Total return based on market value is based on the change in market price per share between the opening and ending market prices per share in each period and assumes that dividends are reinvested in accordance with our dividend reinvestment plan. Total return based on net asset value is based upon the change in net asset value per share between the opening and ending net asset values per share in each period and assumes that dividends are reinvested in accordance with our dividend reinvestment plan. For periods less than a year, total return is not annualized.


(4)	Amount is less than $0.01.

106

Note 17. Selected Quarterly Financial Data (Unaudited)

The following table sets forth selected financial data for each quarter within the three years ending June 30, 2018.



	Investment Income				Net Investment Income				Net Realized and Unrealized (Losses) Gains						Net Increase (Decrease) in Net Assets from Operations
Quarter Ended	Total		Per Share (1)		Total		Per Share (1)		Total			Per Share (1)			Total			Per Share (1)
September 30, 2015	$	200,251	$	0.56	$	91,242	$	0.26	$	(63,425	)	$	(0.18	)	$	27,817		$	0.08
December 31, 2015	209,191		0.59		100,893		0.28		(196,013		)	(0.55		)	(95,120		)	(0.27		)
March 31, 2016	189,493		0.53		87,626		0.25		(12,118		)	(0.03		)	75,508			0.21
June 30, 2016	193,038		0.54		91,367		0.26		3,790			0.01			95,157			0.27

September 30, 2016	$	179,832	$	0.50	$	78,919	$	0.22	$	2,447		$	0.01		$	81,366		$	0.23
December 31, 2016	183,480		0.51		84,405		0.24		16,475			0.04			100,880			0.28
March 31, 2017	171,032		0.48		73,080		0.20		(53,588		)	(0.15		)	19,492			0.05
June 30, 2017	166,702		0.46		69,678		0.19		(18,510		)	(0.05		)	51,168			0.14

September 30, 2017	$	158,579	$	0.44	$	63,732	$	0.18	$	(51,759	)	$	(0.15	)	$	11,973		$	0.03
December 31, 2017	162,400		0.45		73,192		0.20		48,535			0.14			121,727			0.34
March 31, 2018	162,835		0.45		70,446		0.19		(18,587		)	(0.04		)	51,859			0.14


(1)	Per share amounts are calculated using the weighted average number of common shares outstanding for the period presented. As such, the sum of the quarterly per share amounts above will not necessarily equal the per share amounts for the fiscal year.

Note 18. Subsequent Events

On April 2, 2018, Ability Network Inc. repaid the $15,000 second lien term loan receivable to us.

On April 3, 2018, we made a $28,000 first lien senior secured investment in Mobile Posse Inc., which offers home screen content and messaging services to mobile phone carriers.

On April 4, 2018, Wheel Pros, LLC repaid the $20,760 senior secured subordinated notes receivable to us.

On April 4, 2018, we filed an 8-K announcing that our Board of Directors appointed Kristin Van Dask as our Chief Financial Officer, Treasurer, Secretary, and Chief Compliance Officer, effective immediately, in place of Brian H. Oswald who previously served in such positions.

On April 6, 2018, Arctic Oilfield merged with and into CP Energy, with CP Energy as the surviving entity.

On April 10, 2018, we made a $25,500 Senior Secured Term Loan A and $17,000 Senior Secured Term Loan B investment in SEOTownCenter, Inc., a provider of search engine optimization services.

On April 16, 2018, we sold 8.78% of the outstanding principal balance of the senior secured note investment in Broder Bros., Co. for a total of $40,000 at 100% of par. There was no gain or loss realized on the sale.

On April 17, 2018, we made a $43,000 Senior Secured Term Loan A and $43,000 Senior Secured Term Loan B investment in Motion Recruitment Partners LLC, a provider of IT-focused contractor and permanent staffing recruitment solutions.

On April 17, 2018, we made a $10,000 Second Lien Term Loan investment in HelpSystems Holdings, a provider of software products.

On April 17 and April 18, 2018, we sold 49.71% of the outstanding principal balance of the senior secured term loan investment in RGIS Services, LLC, for a total of $15,000 at 93.5% of par. We realized a $273 loss on the sale.

107

On May 1, 2018, Pelican Products, Inc. repaid the $17,500 second lien term loan receivable to us.

During the period from April 1, 2018 through May 9, 2018 we issued $3,580 aggregate principal amount of Prospect Capital InterNotes® for net proceeds of $3,522.

On May 9, 2018, we announced the declaration of monthly dividends in the following amounts and with the following dates:


•	$0.06 per share for May 2018 to holders of record on May 31, 2018 with a payment date of June 21, 2018.


•	$0.06 per share for June 2018 to holders of record on June 29, 2018 with a payment date of July 19, 2018.


•	$0.06 per share for July 2018 to holders of record on July 31, 2018 with a payment date of August 23, 2018.


•	$0.06 per share for August 2018 to holders of record on August 31, 2018 with a payment date of September 20, 2018.

108

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(All figures in this item are in thousands except share, per share and other data.)

The following discussion should be read in conjunction with our consolidated financial statements and related notes and other financial information appearing elsewhere in this Quarterly Report. In addition to historical information, the following discussion and other parts of this Quarterly Report contain forward-looking information that involves risks and uncertainties. Our actual results may differ significantly from any results expressed or implied by these forward-looking statements due to the factors discussed in Part II, “Item 1A. Risk Factors” and “Forward-Looking Statements” appearing elsewhere herein.

Overview

The terms “Prospect,” “we,” “us” and “our” mean Prospect Capital Corporation and its subsidiaries unless the context specifically requires otherwise.

We consolidate certain of our wholly-owned and substantially wholly-owned holding companies formed by us in order to facilitate our investment strategy. The following companies are included in our consolidated financial statements: APH Property Holdings, LLC (“APH”); Arctic Oilfield Equipment USA, Inc.; CCPI Holdings Inc.; CP Holdings of Delaware LLC (“CP Holdings”); Credit Central Holdings of Delaware, LLC; Energy Solutions Holdings Inc.; First Tower Holdings of Delaware LLC (“First Tower Delaware”); Harbortouch Holdings of Delaware Inc.; MITY Holdings of Delaware Inc.; Nationwide Acceptance Holdings LLC; NMMB Holdings, Inc. (“NMMB Holdings”); NPH Property Holdings, LLC (“NPH”); STI Holding, Inc.; UPH Property Holdings, LLC (“UPH”); Valley Electric Holdings I, Inc.; Valley Electric Holdings II, Inc.; and Wolf Energy Holdings Inc. (“Wolf Energy Holdings”). On October 10, 2014, concurrent with the sale of the operating company, our ownership increased to 100% of the outstanding equity of ARRM Services, Inc., which was renamed SB Forging Company, Inc. (“SB Forging”). As such, we began consolidating SB Forging on October 11, 2014. Effective May 23, 2016, in connection with the merger of American Property REIT Corp. (“APRC”) and United Property REIT Corp. (“UPRC”) with and into National Property REIT Corp. (“NPRC”), APH and UPH merged with and into NPH, and were dissolved. We collectively refer to these entities as the “Consolidated Holding Companies.”

We are externally managed by our investment adviser, Prospect Capital Management L.P. (“Prospect Capital Management” or the “Investment Adviser”). Prospect Administration LLC (“Prospect Administration”), a wholly-owned subsidiary of the Investment Adviser, provides administrative services and facilities necessary for us to operate.

Our investment objective is to generate both current income and long-term capital appreciation through debt and equity investments. We invest primarily in senior and subordinated debt and equity of private companies in need of capital for acquisitions, divestitures, growth, development, recapitalizations and other purposes. We work with the management teams or financial sponsors to seek investments with historical cash flows, asset collateral or contracted pro-forma cash flows.

We currently have nine strategies that guide our origination of investment opportunities: (1) lending to companies controlled by private equity sponsors, (2) lending to companies not controlled by private equity sponsors, (3) purchasing controlling equity positions and lending to operating companies, (4) purchasing controlling equity positions and lending to financial services companies, (5) purchasing controlling equity positions and lending to real estate companies, (6) purchasing controlling equity positions and lending to aircraft leasing companies (7) investing in structured credit (8) investing in non-agented debt and (9) investing in online loans. We may also invest in other strategies and opportunities from time to time that we view as attractive. We continue to evaluate other origination strategies in the ordinary course of business with no specific top-down allocation to any single origination strategy.

109

Lending to Companies Controlled by Private Equity Sponsors - We make agented loans to companies which are controlled by private equity sponsors. This debt can take the form of first lien, second lien, unitranche or unsecured loans. These loans typically have equity subordinate to our loan position. Historically, this strategy has comprised approximately 40%-60% of our portfolio.

Lending to Companies not Controlled by Private Equity Sponsors - We make loans to companies which are not controlled by private equity sponsors, such as companies that are controlled by the management team, the founder, a family or public shareholders. This origination strategy may have less competition to provide debt financing than the private-equity-sponsor origination strategy because such company financing needs are not easily addressed by banks and often require more diligence preparation. This origination strategy can result in investments with higher returns or lower leverage than the private-equity-sponsor origination strategy. Historically, this strategy has comprised up to approximately 15% of our portfolio.

Purchasing Controlling Equity Positions and Lending to Operating Companies - This strategy involves purchasing yield-producing debt and controlling equity positions in non-financial-services operating companies. We believe that we can provide enhanced certainty of closure and liquidity to sellers and we look for management to continue on in their current roles. This strategy has comprised approximately 5%-15% of our portfolio.

Purchasing Controlling Equity Positions and Lending to Financial Services Companies - This strategy involves purchasing yield-producing debt and control equity investments in financial services companies, including consumer direct lending, sub-prime auto lending and other strategies. These investments are often structured in tax-efficient partnerships, enhancing returns. This strategy has comprised approximately 5%-15% of our portfolio.

Purchasing Controlling Equity Positions and Lending to Real Estate Companies - We purchase debt and controlling equity positions in tax-efficient real estate investment trusts (“REIT” or “REITs”). NPRC’s, an operating company and the surviving entity of the May 23, 2016 merger with APRC and UPRC, real estate investments are in various classes of developed and occupied real estate properties that generate current yields, including multi-family properties, student housing, and self-storage. NPRC seeks to identify properties that have historically significant occupancy rates and recurring cash flow generation. NPRC generally co-invests with established and experienced property management teams that manage such properties after acquisition. Additionally, NPRC purchases loans originated by certain consumer loan facilitators. It purchases each loan in its entirety (i.e., a “whole loan”). The borrowers are consumers, and the loans are typically serviced by the facilitators of the loans. This investment strategy has comprised approximately 10%-20% of our business.

Purchasing Controlling Equity Positions and Lending to Aircraft Leasing Companies - We invest in debt as well as equity in companies with aircraft assets subject to commercial leases to airlines across the globe. We believe that these investments can present attractive return opportunities due to cash flow consistency from long-term leases coupled with hard asset residual value. We believe that these investment companies seek to deliver risk-adjusted returns with strong downside protection by analyzing relative value characteristics across a variety of aircraft types and vintages. This strategy historically has comprised less than 5% of our portfolio.

Investing in Structured Credit - We make investments in CLOs, often taking a significant position in the subordinated interests (equity) of the CLOs. The underlying portfolio of each CLO investment is diversified across approximately 100 to 200 broadly syndicated loans and does not have direct exposure to real estate, mortgages, or consumer-based credit assets. The CLOs in which we invest are managed by established collateral management teams with many years of experience in the industry. This strategy has comprised approximately 10%-20% of our portfolio.

Investing in Non-Agented Debt - On a primary or secondary basis, we purchase primarily senior and secured loans and high yield bonds that have been sold to a club or syndicate of buyers. These investments are often purchased with a long term, buy-and-hold outlook, and we often look to provide significant input to the transaction by providing anchoring orders. This strategy has comprised approximately 5%-10% of our portfolio.

Investing in Online Business Loans - We purchase loans originated by certain small-and-medium-sized business (“SME”) loan facilitators. We generally purchase each loan in its entirety (i.e., a “whole loan”). The borrowers are SMEs and the loans are typically serviced by the facilitators of the loans. This investment strategy has comprised up to approximately 1% of our portfolio.

110

We invest primarily in first and second lien secured loans and unsecured debt, which in some cases includes an equity component. First and second lien secured loans generally are senior debt instruments that rank ahead of unsecured debt of a given portfolio company. These loans also have the benefit of security interests on the assets of the portfolio company, which may rank ahead of or be junior to other security interests. Our investments in CLOs are subordinated to senior loans and are generally unsecured. We invest in debt and equity positions of CLOs which are a form of securitization in which the cash flows of a portfolio of loans are pooled and passed on to different classes of owners in various tranches. Our CLO investments are derived from portfolios of corporate debt securities which are generally risk rated from BB to B.

We hold many of our control investments in a two-tier structure consisting of a holding company and one or more related operating companies for tax purposes. These holding companies serve various business purposes including concentration of management teams, optimization of third party borrowing costs, improvement of supplier, customer, and insurance terms, and enhancement of co-investments by the management teams. In these cases, our investment, which is generally equity in the holding company, the holding company’s equity investment in the operating company and any debt from us directly to the operating company structure represents our total exposure for the investment. As of March 31, 2018, as shown in our Consolidated Schedule of Investments, the cost basis and fair value of our investments in controlled companies was $1,857,698 and $1,986,984, respectively. This structure gives rise to several of the risks described in our public documents and highlighted elsewhere in this Quarterly Report. We consolidate all wholly-owned and substantially wholly-owned holding companies formed by us for the purpose of holding our controlled investments in operating companies. There is no significant effect of consolidating these holding companies as they hold minimal assets other than their investments in the controlled operating companies. Investment company accounting prohibits the consolidation of any operating companies.

Third Quarter Highlights

Investment Transactions

We seek to be a long-term investor with our portfolio companies. During the three months ended March 31, 2018, we acquired $342,732 of new investments, completed follow-on investments in existing portfolio companies totaling approximately $80,706, funded $4,342 of revolver advances, and recorded paid in kind (“PIK”) interest of $2,148, resulting in gross investment originations of $429,928. During the three months ended March 31, 2018, we received full repayments on 2 investments and received several partial prepayments and amortization payments totaling $118,083.

Debt Issuances and Redemptions

During the three months ended March 31, 2018, we redeemed $87,837 aggregate principal amount of our Prospect Capital InterNotes® at par with a weighted average interest rate of 4.97%, and repaid $1,090 aggregate principal amount of Prospect Capital InterNotes® at par in accordance with the Survivor’s Option, as defined in the InterNotes® Offering prospectus. As a result of these transactions, we recorded a loss in the amount of the unamortized debt issuance costs. The net loss on the extinguishment of Prospect Capital InterNotes® in the three months ended March 31, 2018 was $513.

During the three months ended March 31, 2018 we issued $17,251 aggregate principal amount of Prospect Capital InterNotes® with a stated and weighted average interest rate of 4.29%, to extend our borrowing base. The newly issued notes mature between January 15, 2023 and March 15, 2026 and generated net proceeds of $16,999.

Equity Issuances

On January 18, 2018, February 15, 2018, and March 22, 2018, we issued 546,596, 540,758, and 589,256 shares of our common stock in connection with the dividend reinvestment plan, respectively.

Investment Holdings

As of March 31, 2018, we continue to pursue our investment strategy. At March 31, 2018, approximately $5,719,804, or 170.9%, of our net assets are invested in 134 long-term portfolio investments and CLOs.

During the nine months ended March 31, 2018, we originated $1,390,816 of new investments, primarily composed of $1,240,983 of debt and equity financing to non-controlled portfolio investments and $149,833 of debt and equity financing to controlled investments. Our origination efforts are focused primarily on secured lending to non-control investments to reduce the risk in the portfolio by investing primarily in first lien loans, though we also continue to close select junior debt and equity investments. Our annualized current yield was 12.9% and 12.2% as of March 31, 2018 and June 30, 2017, respectively, across all performing interest bearing investments, excluding equity investments and non-accrual loans. Our annualized current yield was 10.8% and 10.4% as of March 31, 2018 and June 30, 2017, respectively, across all investments. Monetization of equity positions that we hold and loans

111

on non-accrual status are not included in this yield calculation. In many of our portfolio companies we hold equity positions, ranging from minority interests to majority stakes, which we expect over time to contribute to our investment returns. Some of these equity positions include features such as contractual minimum internal rates of returns, preferred distributions, flip structures and other features expected to generate additional investment returns, as well as contractual protections and preferences over junior equity, in addition to the yield and security offered by our cash flow and collateral debt protections.

We are a non-diversified company within the meaning of the 1940 Act. As required by the 1940 Act, we classify our investments by level of control. As defined in the 1940 Act, “Control Investments” are those where there is the ability or power to exercise a controlling influence over the management or policies of a company. Control is generally deemed to exist when a company or individual possesses or has the right to acquire within 60 days or less, a beneficial ownership of 25% or more of the voting securities of an investee company. Under the 1940 Act, “Affiliate Investments” are defined by a lesser degree of influence and are deemed to exist through the possession outright or via the right to acquire within 60 days or less, beneficial ownership of 5% or more of the outstanding voting securities of another person. “Non-Control/Non-Affiliate Investments” are those that are neither Control Investments nor Affiliate Investments. As of March 31, 2018, we own controlling interests in the following portfolio companies: Arctic Energy Services, LLC (“Arctic Energy”); CCPI Inc. (“CCPI”); CP Energy Services Inc. (“CP Energy”); Credit Central Loan Company, LLC (“Credit Central”); Echelon Transportation, LLC (“Echelon”); First Tower Finance Company LLC (“First Tower Finance”); Freedom Marine Solutions, LLC (“Freedom Marine”); MITY, Inc. (“MITY”); NPRC; Nationwide Loan Company LLC (f/k/a Nationwide Acceptance LLC) (“Nationwide”); NMMB, Inc. (“NMMB”); R-V Industries, Inc.; SB Forging Company II, Inc. (f/k/a Gulf Coast Machine & Supply Company) (“Gulfco”); USES Corp. (“USES”); Valley Electric Company, Inc. (“Valley Electric”); and Wolf Energy, LLC (“Wolf Energy”). As of March 31, 2018, we also own affiliated interests in Nixon, Inc. (“Nixon”), Targus Cayman HoldCo Limited (“Targus”) and Edmentum Ultimate Holdings, LLC (“Edmentum”).

The following shows the composition of our investment portfolio by level of control as of March 31, 2018 and June 30, 2017:



	March 31, 2018								June 30, 2017
Level of Control	Cost		% of Portfolio		Fair Value		% of Portfolio		Cost		% of Portfolio		Fair Value		% of Portfolio
Control Investments	$	1,857,698	31.7	%	$	1,986,984	34.7	%	$	1,840,731	30.8	%	$	1,911,775	32.7	%
Affiliate Investments	55,482		0.9	%	52,288		0.9	%	22,957		0.4	%	11,429		0.2	%
Non-Control/Non-Affiliate Investments	3,951,787		67.4	%	3,680,532		64.4	%	4,117,868		68.8	%	3,915,101		67.1	%
Total Investments	$	5,864,967	100.0	%	$	5,719,804	100.0	%	$	5,981,556	100.0	%	$	5,838,305	100.0	%

The following shows the composition of our investment portfolio by type of investment as of March 31, 2018 and June 30, 2017:



	March 31, 2018								June 30, 2017
Type of Investment	Cost		% of Portfolio		Fair Value		% of Portfolio		Cost		% of Portfolio		Fair Value		% of Portfolio
Revolving Line of Credit	$	38,659	0.7	%	$	38,593	0.7	%	$	27,409	0.5	%	$	27,409	0.5	%
Senior Secured Debt	2,634,484		44.9	%	2,537,625		44.4	%	2,940,163		49.2	%	2,798,796		47.9	%
Subordinated Secured Debt	1,391,914		23.7	%	1,317,084		23.0	%	1,160,019		19.4	%	1,107,040		19.0	%
Subordinated Unsecured Debt	38,393		0.7	%	30,809		0.5	%	37,934		0.6	%	44,434		0.8	%
Small Business Loans	288		—	%	199		—	%	8,434		0.1	%	7,964		0.1	%
CLO Residual Interest	1,096,809		18.7	%	944,815		16.5	%	1,150,006		19.2	%	1,079,712		18.5	%
Preferred Stock	77,346		1.3	%	65,477		1.1	%	112,394		1.9	%	83,209		1.4	%
Common Stock	329,311		5.6	%	417,910		7.3	%	295,200		4.9	%	391,374		6.7	%
Membership Interest	257,763		4.4	%	271,857		4.8	%	249,997		4.2	%	206,012		3.5	%
Participating Interest(1)	—		—	%	94,535		1.7	%	—		—	%	91,491		1.6	%
Escrow Receivable	—		—	%	900		—	%	—		—	%	864		—	%
Total Investments	$	5,864,967	100.0	%	$	5,719,804	100.0	%	$	5,981,556	100.0	%	$	5,838,305	100.0	%


(1)	Participating Interest includes our participating equity investments, such as net profits interests, net operating income interests, net revenue interests, and overriding royalty interests.

112

The following shows our investments in interest bearing securities by type of investment as of March 31, 2018 and June 30, 2017:



	March 31, 2018								June 30, 2017
Type of Investment	Cost		% of Portfolio		Fair Value		% of Portfolio		Cost		% of Portfolio		Fair Value		% of Portfolio
First Lien	$	2,665,309	51.3	%	$	2,568,384	52.8	%	$	2,959,738	55.6	%	$	2,818,371	55.6	%
Second Lien	1,399,748		26.9	%	1,324,918		27.2	%	1,167,853		21.9	%	1,114,874		22.0	%
Unsecured	38,393		0.7	%	30,809		0.6	%	37,934		0.7	%	44,434		0.9	%
Small Business Loans	288		—	%	199		—	%	8,434		0.2	%	7,964		0.2	%
CLO Residual Interest	1,096,809		21.1	%	944,815		19.4	%	1,150,006		21.6	%	1,079,712		21.3	%
Total Debt Investments	$	5,200,547	100.0	%	$	4,869,125	100.0	%	$	5,323,965	100.0	%	$	5,065,355	100.0	%

The following shows the composition of our investment portfolio by geographic location as of March 31, 2018 and June 30, 2017:



	March 31, 2018								June 30, 2017
Geographic Location	Cost		% of Portfolio		Fair Value		% of Portfolio		Cost		% of Portfolio		Fair Value		% of Portfolio
Canada	$	16,804	0.3	%	$	16,867	0.3	%	$	9,831	0.2	%	$	10,000	0.2	%
Cayman Islands	1,096,809		18.7	%	944,815		16.5	%	1,150,006		19.2	%	1,079,712		18.5	%
France	12,407		0.2	%	11,518		0.2	%	9,755		0.2	%	8,794		0.2	%
MidAtlantic US	564,872		9.6	%	564,872		9.9	%			—	%			—	%
Midwest US	399,595		6.8	%	411,640		7.2	%	605,417		10.1	%	678,766		11.6	%
Northeast US	520,161		8.9	%	536,626		9.4	%	786,552		13.1	%	823,616		14.0	%
Northwest US	177,168		3.0	%	118,211		2.1	%	281,336		4.7	%	207,962		3.6	%
Puerto Rico	85,949		1.5	%	85,134		1.5	%	83,410		1.4	%	83,410		1.4	%
Southeast US	1,234,905		21.1	%	1,468,917		25.7	%	1,367,606		22.9	%	1,412,351		24.2	%
Southwest US	642,239		11.0	%	551,514		9.6	%	616,008		10.3	%	558,368		9.6	%
Western US	1,114,058		18.9	%	1,009,690		17.6	%	1,071,635		17.9	%	975,326		16.7	%
Total Investments	$	5,864,967	100.0	%	$	5,719,804	100.0	%	$	5,981,556	100.0	%	$	5,838,305	100.0	%

113

The following shows the composition of our investment portfolio by industry as of March 31, 2018 and June 30, 2017:



	March 31, 2018								June 30, 2017
Industry	Cost		% of Portfolio		Fair Value		% of Portfolio		Cost		% of Portfolio		Fair Value		% of Portfolio
Aerospace & Defense	$	69,837	1.2	%	$	79,301	1.4	%	$	69,837	1.2	%	$	71,318	1.2	%
Air Freight & Logistics	—		—	%	—		—	%	51,952		0.9	%	51,952		0.9	%
Auto Components	33,546		0.6	%	33,708		0.6	%	30,222		0.5	%	30,460		0.5	%
Building Products	9,902		0.2	%	10,000		0.2	%	—		—	%	—		—	%
Capital Markets	19,792		0.3	%	20,000		0.3	%	14,796		0.2	%	15,000		0.3	%
Chemicals	17,491		0.3	%	17,500		0.3	%	17,489		0.3	%	16,699		0.3	%
Commercial Services & Supplies	403,829		6.9	%	341,803		6.0	%	354,185		5.9	%	312,634		5.3	%
Communications Equipment	39,855		0.7	%	40,000		0.7	%	—		—	%	—		—	%
Construction & Engineering	63,926		1.1	%	42,462		0.7	%	62,258		1.0	%	32,509		0.6	%
Consumer Finance	483,756		8.2	%	575,894		10.1	%	469,869		7.9	%	502,941		8.6	%
Distributors	657,099		11.2	%	573,180		10.0	%	140,847		2.4	%	83,225		1.4	%
Diversified Consumer Services	173,893		3.0	%	161,216		2.8	%	188,912		3.2	%	190,662		3.3	%
Diversified Telecommunication Services	—		—	%	—		—	%	4,395		0.1	%	4,410		0.1	%
Electronic Equipment, Instruments & Components	54,717		0.9	%	62,641		1.1	%	37,696		0.6	%	51,846		0.9	%
Energy Equipment & Services	254,101		4.3	%	162,972		2.8	%	251,019		4.2	%	131,660		2.3	%
Equity Real Estate Investment Trusts (REITs)	449,781		7.7	%	733,626		12.8	%	374,380		6.3	%	624,337		10.7	%
Food Products	9,880		0.2	%	9,880		0.2	%	—		—	%	—		—	%
Health Care Equipment & Supplies	38,713		0.7	%	38,750		0.7	%	—		—	%	—		—	%
Health Care Providers & Services	438,363		7.5	%	433,445		7.6	%	422,919		7.1	%	421,389		7.1	%
Health Care Technology	14,928		0.3	%	15,300		0.3	%	—		—	%	—		—	%
Hotels, Restaurants & Leisure	37,482		0.6	%	37,482		0.7	%	127,638		2.1	%	103,897		1.8	%
Household & Personal Products	25,000		0.4	%	25,000		0.4	%
Household Durables	45,404		0.8	%	44,755		0.8	%	146,031		2.4	%	146,183		2.5	%
Insurance	2,986		0.1	%	2,986		0.1	%	—		—	%	—		—	%
Internet & Direct Marketing Retail	39,875		0.7	%	39,875		0.7	%	—		—	%	—		—	%
Internet Software & Services	188,414		3.2	%	188,493		3.3	%	219,348		3.7	%	219,348		3.8	%
IT Services	21,576		0.4	%	21,990		0.4	%	19,531		0.3	%	20,000		0.3	%
Leisure Products	49,006		0.8	%	49,107		0.9	%	44,085		0.7	%	44,204		0.8	%
Machinery	35,488		0.6	%	31,025		0.5	%	35,488		0.6	%	32,678		0.6	%
Marine(1)	8,943		0.2	%	8,879		0.2	%	8,919		0.1	%	8,800		0.2	%
Media	127,868		2.2	%	124,884		2.2	%	469,108		7.8	%	466,500		8.0	%
Metals & Mining	—		—	%	—		—	%	9,953		0.2	%	10,000		0.2	%
Online Lending	377,786		6.4	%	297,723		5.2	%	424,350		7.1	%	370,931		6.3	%
Paper & Forest Products	11,320		0.2	%	11,500		0.2	%	11,295		0.2	%	11,500		0.2	%
Personal Products	213,825		3.6	%	183,151		3.2	%	222,698		3.7	%	192,748		3.3	%
Pharmaceuticals	11,881		0.2	%	12,000		0.2	%	117,989		2.0	%	117,989		2.0	%
Professional Services	73,249		1.2	%	75,163		1.3	%	64,242		1.1	%	64,473		1.1	%
Real Estate Management & Development	42,000		0.7	%	42,000		0.7	%	—		—	%	—		—	%
Software	55,160		0.9	%	55,971		1.0	%	56,041		0.9	%	55,150		0.9	%
Technology Hardware, Storage & Peripherals	12,380		0.2	%	12,500		0.2	%	—		—	%	—		—	%
Textiles, Apparel & Luxury Goods	46,403		0.8	%	56,361		1.0	%	285,180		4.8	%	274,206		4.7	%
Tobacco	14,387		0.2	%	13,933		0.2	%	14,365		0.2	%	14,431		0.2	%
Trading Companies & Distributors	64,025		1.1	%	57,610		1.0	%	64,513		1.1	%	64,513		1.1	%

114



Transportation Infrastructure	30,291		0.5	%	30,923		0.5	%	$	—	—	%	$	—	—	%
Subtotal	$	4,768,158	81.3	%	$	4,774,989	83.5	%	$	4,831,550	80.8	%	$	4,758,593	81.5	%
Structured Finance(2)	$	1,096,809	18.7	%	$	944,815	16.5	%	$	1,150,006	19.2	%	$	1,079,712	18.5	%
Total Investments	$	5,864,967	100.0	%	$	5,719,804	100.0	%	$	5,981,556	100.0	%	$	5,838,305	100.0	%


(1)	Industry includes exposure to the energy markets through our investments in Harley Marine Services, Inc. Including this investment, our overall fair value exposure to the broader energy industry, including energy equipment and services as noted above, as of March 31, 2018 and June 30, 2017 is $171,851 and $140,460, respectively.


(2)	Our CLO investments do not have industry concentrations and as such have been separated in the table above.

Portfolio Investment Activity

During the nine months ended March 31, 2018, we acquired $578,987 of new investments, completed follow-on investments in existing portfolio companies totaling approximately $786,392, funded $19,309 of revolver advances, and recorded PIK interest of $6,128, resulting in gross investment originations of $1,390,816. The more significant of these transactions are briefly described below.

During the period from July 19, 2017 through September 11, 2017, we made a $16,000 follow-on first lien senior debt investment in RGIS Services, LLC. The senior secured loan bears interest at the greater of 8.50% or LIBOR plus 7.50% and has a final maturity of March 31, 2023.

On September 22, 2017, we made a $21,000 follow-on Senior Secured Term Loan A and a $17,000 follow-on Senior Secured Term Loan B debt investment in Matrixx Initiatives, Inc. The $21,000 Senior Secured Term Loan A bears interest at the greater of 7.50% or LIBOR plus 6.50% and has a final maturity of September 22, 2020. The $17,000 Senior Secured Term Loan B bears interest at the greater of 12.50% or LIBOR plus 11.50% and has a final maturity of September 22, 2020.

On September 25, 2017, we made a $5,000 first lien senior secured and $35,000 second lien senior secured debt investment in Engine Group, a marketing services firm, in order to support a refinancing. The first lien term loan bears interest at the great of 5.75% or LIBOR plus 4.75% and has a final maturity of September 15, 2022. The second lien term loan bears interest at the greater of 9.75% or LIBOR plus 8.75% and has a final maturity of September 15, 2023.

On September 25, 2017, we made a $10,000 senior secured term loan to fund a dividend recapitalization in Ingenio, LLC, which operates as an online personal advice marketplace and as a provider of digital entertainment media. The senior secured term loan bears interest at the greater of 8.75% or LIBOR plus 7.50% and has a final maturity of September 26, 2022.

On September 25, 2017, we exchanged $1,600 of Senior Secured Term Loan A and $4,799 of Senior Secured Term Loan B investments in Targus International, LLC into 6,120,658 of common shares of Targus Cayman Holdco Limited, and recorded a realized gain of $846, as a result of this transaction.

On September 27, 2017, we made a $22,000 follow-on senior secured Term Loan C-3 investment in Instant Web, LLC to fund a dividend recapitalization. The senior secured term loan bears interest at the greater of 12.50% or LIBOR plus 11.50% and has a final maturity of March 28, 2019.

On September 29, 2017, we made a $32,000 first lien senior secured debt investment to support operations and a refinancing of AgaMatrix, Inc., a leading developer, manufacturer, and marketer of diabetes monitoring care solutions. The first lien term loan bears interest at the greater of 10.00% or LIBOR plus 8.75% and has a final maturity of September 29, 2022.

On October 16, 2017, we made a $27,500 second lien secured investment in Transplace Holdings, a provider of transportation management solutions, in support of an acquisition of the company. The second lien term loan bears interest at the greater of 9.75% or LIBOR plus 8.75% and has a final maturity of October 6, 2025.

On November 3, 2017 through November 24, 2017, we made a $40,000 second lien secured investment to support the acquisition of Securus Technologies Holdings, a provider of mission-critical communication technology solutions and services. The second lien term loan bears interest at the greater of 8.25% or LIBOR plus 7.25% and has a final maturity of November 1, 2025.

On November 20, 2017, we made a $118,051 follow-on senior secured term loan A investment and a $900 follow-on senior secured term loan B investment in Instant Web, LLC (“IWCO”) to fund a refinancing and dividend recapitalization. The senior secured term loan A loan bears interest at the greater of 6.15% or LIBOR plus 5.15% and has a final maturity of November 20, 2022 and the senior secured term loan B bears interest at the greater of 10.15% or LIBOR plus 9.15% and has a final

115

maturity of November 20, 2022. In addition, IWCO repaid the $27,000 term loan C, $25,000 term loan C-1, and $22,000 term loan C-2 receivable to us.

On December 1, 2017, we made a $10,000 second lien secured investment in UTZ Quality Foods, LLC, a salty snack food company, to fund an acquisition. The second lien term loan bears interest at the greater of 8.25% or LIBOR plus 7.25% and has a final maturity of November 21, 2025.

On December 4, 2017, we made an additional $235,453 senior secured investment in Broder Bros., Co., to fund an acquisition and a dividend recapitalization. The first lien term loan bears interest at the greater of 9.25% or LIBOR plus 8.00% and has a final maturity of December 2, 2022.

On December 15, 2017, we made a $12,000 second lien secured investment in PharMerica Corporation, which is a leading provider of institutional and specialty pharmacy services. The second lien term loan bears interest at the greater of 8.75% or LIBOR plus 7.75% and has a final maturity of December 7, 2024.

On December 20, 2017, we made a $15,000 second lien secured investment in Ability Network Inc., a leading healthcare IT company. The second lien term loan bears interest at the greater of 8.75% or LIBOR plus 7.75% and has a final maturity of December 13, 2025.

On December 8, 2017, we made a $20,000 Senior Secured Note investment in ACE Cash Express, Inc., which is a retailer of lending and non-lending financial products to customers in the U.S. The first lien term loan bears interest at a fixed rate of 12.00% and has a final maturity of December 15, 2022.

On December 5, 2017, we made a $12,500 second lien secured investment in EXC Holdings IIII Corp., an industrial technology company that designs and manufactures products that generate, detect, process, focus and harness light. The second lien term loan bears interest at the greater of 8.50% or LIBOR plus 7.50% and has a final maturity of December 1, 2025.

On January 5, 2018, we made a $10,000 first lien and $50,000 second lien secured investment in Research Now Group, Inc., a provider of customer surveys for market research activities. The first lien term loan bears interest at the greater of 6.50% or LIBOR plus 5.50% and has a final maturity of December 20, 2024. The second lien term loan bears interest at the greater of 10.50% or LIBOR plus 9.50% and has a final maturity of December 20, 2025.

On January 23, 2018, we made a $12,500 Senior Secured Term Loan A and $12,500 Senior Secured Term Loan B investment in Candle-Lite Company, LLC, a manufacturer and designer of decorative candles. The $12,500 Senior Secured Term Loan A bears interest at the greater of 6.75% or LIBOR plus 5.50% and has a final maturity of January 23, 2023. The $12,500 Senior Secured Term Loan B bears interest at the greater of 10.75% or LIBOR plus 9.50% and has a final maturity of January 23, 2023.

On January 29, 2018, we made a $70,000 first lien senior secured investment in Town & Country Holdings, Inc., a manufacturer and designer of kitchen textiles and table linens. The first lien term loan bears interest at the greater of 10.25% or LIBOR plus 9.00% and has a final maturity of January 26, 2023.

During the period from February 8, 2018 through February 9, 2018, we made a $57,100 second lien secured and $10,000 first lien secured investments in Digital Room LLC, an online printing and design company. The second lien term loan bears interest at the greater of 9.75% or LIBOR plus 8.75% and has a final maturity of December 29, 2024. The first lien term loan bears interest at the greater of 6.00% or LIBOR plus 5.00% and has a final maturity of December 23, 2023.

On February 22, 2018, we made a $10,000 second lien secured investment in Janus International Group, LLC, a manufacturer of steel roll-up doors and building components. The second lien term loan bears interest at the greater of 8.75% or LIBOR plus 7.75% and has a final maturity of February 21, 2026.

On March 9, 2018, we made a follow-on $16,921 subordinated debt investment in First Tower LLC, and a $2,664 equity investment in First Tower Finance Company LLC, to support an acquisition. The subordinated debt bears interest at 10.00% and 7.00% PIK interest and has a final maturity of June 24, 2019.

116

On March 12, 2018, we made a $43,500 senior secured investment in Class Appraisal, LLC, a provider of residential appraisal services. Our investment is comprised of a $42,000 senior secured term loan and a $1,500 unfunded revolving credit facility. The senior secured term loan bears interest at the greater of 9.75% or LIBOR plus 8.25% and has a final maturity of March 10, 2023. The revolving credit facility, once drawn, will bear interest at the greater of 9.75% or LIBOR plus 8.25% and has a final maturity of March 12, 2020.

On March 19, 2018, we made a $15,000 second lien secured investment in ATS Consolidated Inc., a traffic management company. The second lien term loan bears interest at the greater of 7.75% or LIBOR plus 7.75% and has a final maturity of February 27, 2026.

On March 29, 2018, we made a $32,500 senior secured investment in Rosa Mexicano Company, an operator of Mexican themed restaurants. Our investment is comprised of a $30,000 senior secured term loan and a $2,500 unfunded revolving credit facility. The senior secured term loan bears interest at the greater of 9.00% or LIBOR plus 7.50% and has a final maturity of March 29, 2023. The revolving credit facility, once drawn, will bear interest at the greater of 9.00% or LIBOR plus 7.50% and has a final maturity of March 29, 2023.

During the nine months ended March 31, 2018, we made five follow-on investments in NPRC totaling $35,291 to support the online consumer lending initiative. We invested $13,433 of equity through NPH and $21,858 of debt directly to NPRC and its wholly-owned subsidiaries. In addition, we provided $60,912 of equity financing to NPRC for the acquisition of real estate properties and $1,112 of debt and $12,601 of equity financing to NPRC to fund capital expenditures for existing real estate properties

During the nine months ended March 31, 2018, we received full repayments on fourteen investments and received several partial prepayments and amortization payments totaling $1,471,246, which resulted in net realized gains totaling $18,454. The more significant of these transactions are briefly described below.

During the nine months ended March 31, 2018, we received $21,845, $26,244 and $6,729 as a partial return of capital on our investments in Voya CLO 2012-2, Ltd., Voya CLO 2012-3, Ltd., and Madison Park Funding IX, Ltd., respectively.

On July 25, 2017, EZShield Parent, Inc. repaid the $14,963 Senior Secured Term Loan A and $15,000 Senior Secured Term Loan B receivable to us.

On July 28, 2017, Global Employment Solutions, Inc. repaid the $48,131 loan receivable to us.

On August 7, 2017, Water Pik, Inc. repaid the $13,739 loan receivable to us.

On September 25, 2017, Traeger Pellet Grills LLC repaid the $47,094 Senior Secured Term Loan A and $56,031 Senior Secured Term Loan B loan receivable to us.

On November 22, 2017, LaserShip, Inc, partially repaid $14,295 senior secured loan receivable to us.

On December 15, 2017, Instant Web, LLC repaid the $238,500 Senior Secured Term Loan A and $159,000 Senior Secured Term Loan B loan receivable to us.

On December 15, 2017, Matrixx Initiatives, Inc. repaid the $86,427 Senior Secured Term Loan A and $69,562 Senior Secured Term Loan B loan receivable to us.

On December 21, 2017, NCP Finance Limited Partnership repaid the $26,800 subordinated secured loan receivable to us.

On December 29, 2017, Digital Room LLC repaid the $34,000 second lien term loan receivable to us.

On March 1, 2018, LaserShip, Inc. repaid the $22,990 Senior Secured Term Loan A and $14,124 Senior Secured Term Loan B loan receivable to us.

On March 20, 2018, PGX Holdings, Inc, partially repaid $16,379 second lien term loan receivable to us.

On March 28, 2018, Prince Mineral Holding Corp. repaid the $10,000 senior secured term loan receivable to us.

117

During the nine months ended March 31, 2018, we received partial repayments of $63,307 of our loans due from NPRC and its wholly-owned subsidiaries and $10,403 as a return of capital on our equity investment in NPRC.

The following table provides a summary of our investment activity for each quarter within the three years ending June 30, 2018:



Quarter Ended	Acquisitions(1)		Dispositions(2)
September 30, 2015	$	345,743	$	436,919
December 31, 2015	316,145		354,855
March 31, 2016	23,176		163,641
June 30, 2016	294,038		383,460
September 30, 2016	347,150		114,331
December 31, 2016	469,537		644,995
March 31, 2017	449,607		302,335
June 30, 2017	223,176		352,043
September 30, 2017	222,151		310,894
December 31, 2017	738,737		1,042,269
March 31, 2018	429,928		118,083


(1)	Includes investments in new portfolio companies, follow-on investments in existing portfolio companies, refinancings and PIK interest.


(2)	Includes sales, scheduled principal payments, prepayments and refinancings.

Investment Valuation

In determining the range of values for debt instruments, except CLOs and debt investments in controlling portfolio companies, management and the independent valuation firm estimated corporate and security credit ratings and identified corresponding yields to maturity for each loan from relevant market data. A discounted cash flow technique was then prepared using the appropriate yield to maturity as the discount rate, to determine a range of values. In determining the range of values for debt investments of controlled companies and equity investments, the enterprise value was determined by applying earnings before interest, income tax, depreciation and amortization (“EBITDA”) multiples, the discounted cash flow technique, net income and/or book value multiples for similar guideline public companies and/or similar recent investment transactions. For stressed debt and equity investments, a liquidation analysis was prepared.

In determining the range of values for our investments in CLOs, the independent valuation firm uses both a discounted single-path cash flow model and a discounted multi-path cash flow model. The valuations were accomplished through the analysis of the CLO deal structures to identify the risk exposures from the modeling point of view as well as to determine an appropriate call date (i.e., expected maturity). These risk factors are sensitized in the multi-path cash flow model using Monte Carlo simulations, which is a simulation used to model the probability of different outcomes, to generate probability-weighted (i.e., multi-path) cash flows for the underlying assets and liabilities. These cash flows are discounted using appropriate market discount rates, and relevant data in the CLO market and certain benchmark credit indices are considered, to determine the value of each CLO investment. In addition, we generate a single-path cash flow utilizing our best estimate of expected cash receipts, and assess the reasonableness of the implied discount rate that would be effective for the value derived from the corresponding multi-path cash flow model.

With respect to our online consumer and SME lending initiative, we invest primarily in marketplace loans through marketplace lending facilitators. We do not conduct loan origination activities ourselves. Therefore, our ability to purchase consumer and SME loans, and our ability to grow our portfolio of consumer and SME loans, are directly influenced by the business performance and competitiveness of the marketplace loan origination business of the marketplace lending facilitators from which we purchase consumer and SME loans. In addition, our ability to analyze the risk-return profile of consumer and SME loans is significantly dependent on the marketplace facilitators’ ability to effectively evaluate a borrower's credit profile and likelihood of default. If we are unable to effectively evaluate borrowers' credit profiles or the credit decisioning and scoring models implemented by each facilitator, we may incur unanticipated losses which could adversely impact our operating results.

The Board of Directors looked at several factors in determining where within the range to value the asset including: recent operating and financial trends for the asset, independent ratings obtained from third parties, comparable multiples for recent sales of companies within the industry and discounted cash flow models for our investments in CLOs. The composite of all these various valuation techniques, applied to each investment, was a total valuation of $5,719,804.

118

Our portfolio companies are generally lower middle market companies, outside of the financial sector, with less than $100,000 of annual EBITDA. We believe our investment portfolio has experienced less volatility than others because we believe there are more buy and hold investors who own these less liquid investments.

Control investments offer increased risk and reward over straight debt investments. Operating results and changes in market multiples can result in dramatic changes in values from quarter to quarter. Significant downturns in operations can further result in our looking to recoveries on sales of assets rather than the enterprise value of the investment. Equity positions in our portfolio are susceptible to potentially significant changes in value, both increases as well as decreases, due to changes in operating results and market multiples. Several of our controlled companies discussed below experienced such changes and we recorded corresponding fluctuations in valuations during the nine months ended March 31, 2018.

Arctic Energy Services, LLC

Prospect owns 100% of the equity of Arctic Oilfield Equipment USA, Inc. (“Arctic Equipment”), a Consolidated Holding Company. Arctic Equipment owns 70% of the equity of Arctic Energy, with Ailport Holdings, LLC (100% owned and controlled by Arctic Energy management) owning the remaining 30% of the equity of Arctic Energy. Arctic Energy provides oilfield service personnel, well testing flowback equipment, frac support systems and other services to exploration and development companies in the Rocky Mountains.

The fair value of our investment in Arctic Energy increased to $27,017 as of March 31, 2018, reflecting a discount of $37,429 to its amortized cost, compared to a discount of $43,506 to its amortized cost as of June 30, 2017. The increase in fair value was driven by the company’s operating performance, slightly offset by a decline in comparable company trading multiples.

CP Energy Services Inc.

Prospect owns 100% of the equity of CP Holdings, a Consolidated Holding Company. CP Holdings owns 94.2% of the equity of CP Energy, and the remaining 5.8% of the equity is owned by CP Energy management. CP Energy provides oilfield flowback services and fluid hauling and disposal services through its subsidiaries.

As a result of improved operating performance, the fair value of our investment in CP Energy increased to $90,183 as of March 31, 2018, reflecting a discount of $23,317 to its amortized cost, compared to a discount of $41,284 to its amortized cost as of June 30, 2017.

Credit Central Loan Company, LLC

Prospect owns 100% of the equity of Credit Central Holdings of Delaware, LLC (“Credit Central Delaware”), a Consolidated Holding Company. Credit Central Delaware owns 98.26% of Credit Central Loan Company, LLC (f/k/a Credit Central Holdings, LLC (“Credit Central”)) as of March 31, 2018 and June 30, 2017, with entities owned by Credit Central management owning the remaining 1.74% of the equity. Credit Central is a branch-based provider of installment loans.

The fair value of our investment in Credit Central increased to $76,457, representing a premium of 26% to its amortized cost basis, as of March 31, 2018, from $64,435, representing a premium of 9% to its amortized cost basis, as of June 30, 2017. The increase in fair value was driven by stronger operating performance and an increase in comparable company trading multiples.

First Tower Finance Company LLC

We own 80.1% of First Tower Finance, which owns 100% of First Tower, LLC (“First Tower”), the operating company. First Tower is a multiline specialty finance company based in Flowood, Mississippi with over 170 branch offices.

On June 15, 2012, we acquired 80.1% of First Tower businesses. As of June 30, 2016, First Tower had $432,639 of finance receivables net of unearned charges. As of June 30, 2017, First Tower’s total debt outstanding to parties senior to us was $304,337.

The fair value of our investment in First Tower increased to $435,151, representing a premium of 23% to its amortized cost basis, as of March 31, 2018, from $365,588, representing a premium of 8% to its amortized cost basis, as of June 30, 2017. The increase in fair value was driven by First Tower’s acquisition of Harrison Finance, a consumer finance company, as well as increases in trading multiples of comparable companies.

119

Freedom Marine Solutions, LLC

Prospect owns 100% of the equity of Energy Solutions, a Consolidated Holding Company. Energy Solutions owns 100% of Freedom Marine. Freedom Marine owns 100% of each of Vessel Company, LLC, Vessel Company II, LLC, and Vessel Company III, LLC. Freedom Marine owns, manages, and operates offshore supply vessels to provide transportation and support services for the oil and gas exploration and production industries in the Gulf of Mexico.

On October 30, 2015, we restructured our investment in Freedom Marine. Concurrent with the restructuring, we exchanged our $32,500 senior secured loans for additional membership interest in Freedom Marine.

The fair value of our investment in Freedom Marine decreased to $13,188 as of March 31, 2018, a discount of $30,104 to its amortized cost, compared to a discount of $18,616 to its amortized cost as of June 30, 2017. The decrease in fair value is attributable to asset impairment and continued market softness.

National Property REIT Corp.

NPRC is a Maryland corporation and a qualified REIT for federal income tax purposes. NPRC is held for purposes of investing, operating, financing, leasing, managing and selling a portfolio of real estate assets and engages in any and all other activities that may be necessary, incidental, or convenient to perform the foregoing. NPRC acquires real estate assets, including, but not limited to, industrial, commercial, and multi-family properties. NPRC may acquire real estate assets directly or through joint ventures by making a majority equity investment in a property-owning entity. Additionally, through its wholly-owned subsidiaries, NPRC invests in online consumer loans. Effective May 23, 2016, APRC and UPRC merged with and into NPRC, to consolidate all of our real estate holdings, with NPRC as the surviving entity. As of March 31, 2018, we own 100% of the fully-diluted common equity of NPRC.

During the three months ended March 31, 2018 , we restructured our investment in NPRC and exchanged $14,274 of ACLLH Senior Secured Term Loan C, $97,578 of ACLL Senior Secured Term Loan C, and $48,832 of common stock for $160,684 of Senior Secured Term Loan E.

120



Loan Type	Outstanding Principal Balance		Fair Value		Weighted Average Interest Rate*
Super Prime	$	24,957	$	24,319	13.2%
Prime	77,169		73,535		16.5%
Near Prime**	303,354		275,383		26.8%

*Weighted by outstanding principal balance of the online consumer loans.

**A portion of these loans are sub-prime borrowers.



No.	Property Name	City	Acquisition Date	Purchase Price		Mortgage Outstanding
1	Filet of Chicken	Forest Park, GA	10/24/2012	$	7,400	$	—
2	5100 Live Oaks Blvd, LLC	Tampa, FL	1/17/2013	63,400		46,622
3	Lofton Place, LLC	Tampa, FL	4/30/2013	26,000		20,309
4	Arlington Park Marietta, LLC	Marietta, GA	5/8/2013	14,850		9,650
5	NPRC Carroll Resort, LLC	Pembroke Pines, FL	6/24/2013	225,000		176,653
6	Cordova Regency, LLC	Pensacola, FL	11/15/2013	13,750		11,375
7	Crestview at Oakleigh, LLC	Pensacola, FL	11/15/2013	17,500		13,845
8	Inverness Lakes, LLC	Mobile, AL	11/15/2013	29,600		24,700
9	Kings Mill Pensacola, LLC	Pensacola, FL	11/15/2013	20,750		17,550
10	Plantations at Pine Lake, LLC	Tallahassee, FL	11/15/2013	18,000		14,092
11	Verandas at Rocky Ridge, LLC	Birmingham, AL	11/15/2013	15,600		10,205
12	Matthews Reserve II, LLC	Matthews, NC	11/19/2013	22,063		19,840
13	City West Apartments II, LLC	Orlando, FL	11/19/2013	23,562		23,170
14	Vinings Corner II, LLC	Smyrna, GA	11/19/2013	35,691		32,772
15	Atlanta Eastwood Village LLC	Stockbridge, GA	12/12/2013	25,957		22,635
16	Atlanta Monterey Village LLC	Jonesboro, GA	12/12/2013	11,501		11,013
17	Atlanta Hidden Creek LLC	Morrow, GA	12/12/2013	5,098		4,714
18	Atlanta Meadow Springs LLC	College Park, GA	12/12/2013	13,116		12,965
19	Atlanta Meadow View LLC	College Park, GA	12/12/2013	14,354		13,020
20	Atlanta Peachtree Landing LLC	Fairburn, GA	12/12/2013	17,224		15,422
21	NPH Carroll Bartram Park, LLC	Jacksonville, FL	12/31/2013	38,000		26,601
22	Crestview at Cordova, LLC	Pensacola, FL	1/17/2014	8,500		7,828
23	NPH Carroll Atlantic Beach, LLC	Atlantic Beach, FL	1/31/2014	13,025		8,234
24	Taco Bell, OK	Yukon, OK	6/4/2014	1,719		—
25	Taco Bell, MO	Marshall, MO	6/4/2014	1,405		—
26	23 Mile Road Self Storage, LLC	Chesterfield, MI	8/19/2014	5,804		4,350
27	36th Street Self Storage, LLC	Wyoming, MI	8/19/2014	4,800		3,600
28	Ball Avenue Self Storage, LLC	Grand Rapids, MI	8/19/2014	7,281		5,460
29	Ford Road Self Storage, LLC	Westland, MI	8/29/2014	4,642		3,480
30	Ann Arbor Kalamazoo Self Storage, LLC	Ann Arbor, MI	8/29/2014	4,458		3,345
31	Ann Arbor Kalamazoo Self Storage, LLC	Ann Arbor, MI	8/29/2014	8,927		6,695
32	Ann Arbor Kalamazoo Self Storage, LLC	Kalamazoo, MI	8/29/2014	2,363		1,775

121



No.	Property Name	City	Acquisition Date	Purchase Price		Mortgage Outstanding
33	Canterbury Green Apartments Holdings LLC	Fort Wayne, IN	9/29/2014	85,500		74,077
34	Abbie Lakes OH Partners, LLC	Canal Winchester, OH	9/30/2014	12,600		13,055
35	Kengary Way OH Partners, LLC	Reynoldsburg, OH	9/30/2014	11,500		13,502
36	Lakeview Trail OH Partners, LLC	Canal Winchester, OH	9/30/2014	26,500		23,256
37	Lakepoint OH Partners, LLC	Pickerington, OH	9/30/2014	11,000		14,480
38	Sunbury OH Partners, LLC	Columbus, OH	9/30/2014	13,000		14,115
39	Heatherbridge OH Partners, LLC	Blacklick, OH	9/30/2014	18,416		18,328
40	Jefferson Chase OH Partners, LLC	Blacklick, OH	9/30/2014	13,551		17,200
41	Goldenstrand OH Partners, LLC	Hilliard, OH	10/29/2014	7,810		9,600
42	Jolly Road Self Storage, LLC	Okemos, MI	1/16/2015	7,492		5,620
43	Eaton Rapids Road Self Storage, LLC	Lansing West, MI	1/16/2015	1,741		1,305
44	Haggerty Road Self Storage, LLC	Novi, MI	1/16/2015	6,700		5,025
45	Waldon Road Self Storage, LLC	Lake Orion, MI	1/16/2015	6,965		5,225
46	Tyler Road Self Storage, LLC	Ypsilanti, MI	1/16/2015	3,507		2,630
47	SSIL I, LLC	Aurora, IL	11/5/2015	34,500		26,450
48	Vesper Tuscaloosa, LLC	Tuscaloosa, AL	9/28/2016	54,500		43,123
49	Vesper Iowa City, LLC	Iowa City, IA	9/28/2016	32,750		24,825
50	Vesper Corpus Christi, LLC	Corpus Christi, TX	9/28/2016	14,250		10,800
51	Vesper Campus Quarters, LLC	Corpus Christi, TX	9/28/2016	18,350		14,175
52	Vesper College Station, LLC	College Station, TX	9/28/2016	41,500		32,058
53	Vesper Kennesaw, LLC	Kennesaw, GA	9/28/2016	57,900		48,676
54	Vesper Statesboro, LLC	Statesboro, GA	9/28/2016	7,500		5,912
55	Vesper Manhattan KS, LLC	Manhattan, KS	9/28/2016	23,250		15,145
56	JSIP Union Place, LLC	Franklin, MA	12/7/2016	64,750		51,800
57	9220 Old Lantern Way, LLC	Laurel, MD	1/30/2017	187,250		153,580
58	7915 Baymeadows Circle Owner, LLC	Jacksonville, FL	10/31/2017	95,700		76,560
59	8025 Baymeadows Circle Owner, LLC	Jacksonville, FL	10/31/2017	15,300		12,240
60	23275 Riverside Drive Owner, LLC	Southfield, MI	11/8/2017	52,000		44,044
61	23741 Pond Road Owner, LLC	Southfield, MI	11/8/2017	16,500		14,185
62	150 Steeplechase Way Owner, LLC	Largo, MD	1/10/2018	44,500		36,668
				$	1,708,122	$	1,399,579

The fair value of our investment increased in NPRC to $1,031,150 as of March 31, 2018, a premium of $203,871 from its amortized cost, compared to the $197,008 premium recorded at June 30, 2017. This increase is primarily attributable to increases in property values.

Nationwide Loan Company LLC

Prospect owns 100% of the membership interests of Nationwide Acceptance Holdings LLC (“Nationwide Holdings”), a Consolidated Holding Company. Nationwide Holdings owns 93.79% of the equity of Nationwide Loan Company LLC (f/k/a Nationwide Acceptance LLC) (“Nationwide”), with members of Nationwide management owning the remaining 6.21% of the equity. Nationwide was founded in 1954 and provides installment loans to sub-prime consumers who use the funds to purchase used automobiles. The company is based in Chicago, Illinois and has over one hundred employees. Nationwide originates its loans indirectly via a network of franchised and independent auto dealers in 22 states.

The fair value of our investment decreased in Nationwide to $30,990 as of March 31, 2018, a discount of $8,382 to its amortized cost, compared to a premium of $1,943 to its amortized cost as of June 30, 2017. The decrease in fair value is driven by margin compression.

122

Mity, Inc.

The fair value of our investment in Mity decreased to $62,123 as of March 31, 2018, a discount of $2,618 to its amortized cost, compared to a premium of $11,771 to its amortized cost as of June 30, 2017. The decrease in fair value is driven by a decline in gross profit and operating margins, partially offset by strong revenue growth.

Our controlled investments, other than those discussed above, are valued at $70,508 below cost and did not experience significant changes in operating performance or value. Overall, combined with those portfolio companies discussed above, our controlled investments at March 31, 2018 are valued at $129,286 above their amortized cost.

We hold three affiliate investments at March 31, 2018. One of our affiliate portfolio companies, Edmentum Ultimate Holdings, LLC (“Edmentum”), experienced a decline in value during the nine months ended March 31, 2018 . The fair value of our investment in Edmentum decreased to $32,927 as of March 31, 2018, reflecting a discount of $12,677 to its amortized cost, compared to a premium of $1,750 to its amortized cost as of June 30, 2017. The decrease in fair value was driven by lower sales coupled with compressed margins, and was partially offset by an increase in our valuation of Targus. Overall, at March 31, 2018, affiliate investments are valued at $3,194 below their amortized cost.

With the non-control/non-affiliate investments, generally, there is less volatility related to our total investments because our equity positions tend to be smaller than with our control/affiliate investments, and debt investments are generally not as susceptible to large swings in value as equity investments. For debt investments, the fair value is generally limited on the high side to each loan’s par value, plus any prepayment premium that could be imposed. As of March 31, 2018, two of our non-control/non-affiliate investments - Pacific World Corporation and United Sporting Companies, Inc. (“USC”) - are valued at discounts to amortized cost of $30,674, and $83,919, respectively. As of March 31, 2018, our CLO investment portfolio is valued at a $151,994 discount to amortized cost. Excluding these investments, non-control/non-affiliate investments at March 31, 2018 are valued $4,668 below their amortized cost and did not experience significant changes in operating performance or value.

Capitalization

Our investment activities are capital intensive and the availability and cost of capital is a critical component of our business. We capitalize our business with a combination of debt and equity. Our debt as of March 31, 2018 consists of: a Revolving Credit Facility availing us of the ability to borrow debt subject to borrowing base determinations; Convertible Notes which we issued in December 2012, April 2014 and April 2017; Public Notes which we issued in March 2013, April 2014, December 2015, and from time to time, through our 2024 Notes Follow-on Program; and Prospect Capital InterNotes® which we issue from time to time. Our equity capital is comprised entirely of common equity.

123

The following table shows our outstanding debt as of March 31, 2018.



	Principal Outstanding		Unamortized Discount & Debt Issuance Costs		Net Carrying Value				Fair Value (1)				Effective Interest Rate
Revolving Credit Facility(2)	$	86,000	$	2,717	$	86,000	(3	)	$	86,000			1ML+2.25%		(6	)

2019 Notes	200,000		969		199,031				204,336		(4	)	6.51	%	(7	)
2020 Notes	392,000		4,828		387,172				393,642		(4	)	5.38	%	(7	)
2022 Notes	225,000		6,111		218,889				224,728		(4	)	5.66	%	(7	)
Convertible Notes	817,000		11,908		805,092				822,706

5.00% 2019 Notes	300,000		1,099		298,901				305,460		(4	)	5.29	%	(7	)
2023 Notes	250,000		3,627		246,373				259,718		(4	)	6.09	%	(7	)
2024 Notes	199,281		4,719		194,562				204,829		(4	)	6.74	%	(7	)
Public Notes	749,281		9,445		739,836				770,007

Prospect Capital InterNotes®	756,071		12,342		743,729				774,859		(5	)	5.78	%	(8	)
Total	$	2,408,352	$	36,412	$	2,374,657			$	2,453,572


(1)	As permitted by ASC 825-10-25, we have not elected to value our Revolving Credit Facility, Convertible Notes, Public Notes and Prospect Capital InterNotes® at fair value. The fair value of these debt obligations are categorized as Level 2 under ASC 820 as of March 31, 2018.


(2)	The maximum draw amount of the Revolving Credit facility as of March 31, 2018 is $885,000.


(3)	Net Carrying Value excludes deferred financing costs associated with the Revolving Credit Facility. See Critical Accounting Policies and Estimates for accounting policy details.


(4)	We use available market quotes to estimate the fair value of the Convertible Notes and Public Notes.


(5)	The fair value of Prospect Capital InterNotes® is estimated by discounting remaining payments using current Treasury rates plus spread.


(6)	Represents the rate on drawn down and outstanding balances. Deferred debt issuance costs are amortized on a straight-line method over the stated life of the obligation.


(7)	The effective interest rate is equal to the effect of the stated interest, the accretion of original issue discount and amortization of debt issuance costs. For the 2024 Notes, the rate presented is a combined effective interest rate of the 2024 Notes and 2024 Notes Follow-on Program.


(8)	For the Prospect Capital InterNotes®, the rate presented is the weighted average effective interest rate. Interest expense and deferred debt issuance costs, which are amortized on a straight-line method over the stated life of the obligation which approximates level yield, are weighted against the average year-to-date principal balance.

The following table shows the contractual maturities of our Revolving Credit Facility, Convertible Notes, Public Notes and Prospect Capital InterNotes® as of March 31, 2018.



	Payments Due by Period
	Total		Less than 1 Year		1 – 3 Years		3 – 5 Years		After 5 Years
Revolving Credit Facility	$	86,000	$	—	$	86,000	$	—	$	—
Convertible Notes	817,000		200,000		392,000		225,000		—
Public Notes	749,281		—		300,000		250,000		199,281
Prospect Capital InterNotes®	756,071		—		245,778		273,942		236,351
Total Contractual Obligations	$	2,408,352	$	200,000	$	1,023,778	$	748,942	$	435,632

124

The following table shows the contractual maturities of our Revolving Credit Facility, Convertible Notes, Public Notes and Prospect Capital InterNotes® as of June 30, 2017.



	Payments Due by Period
	Total		Less than 1 Year		1 – 3 Years		3 – 5 Years		After 5 Years
Revolving Credit Facility	$	—	$	—	$	—	$	—	$	—
Convertible Notes	953,153		136,153		592,000		—		225,000
Public Notes	749,281		—		300,000		—		449,281
Prospect Capital InterNotes®	980,494		39,038		325,661		399,490		216,305
Total Contractual Obligations	$	2,682,928	$	175,191	$	1,217,661	$	399,490	$	890,586

Historically, we have funded a portion of our cash needs through borrowings from banks, issuances of senior securities, including secured, unsecured and convertible debt securities, or issuances of common equity. For flexibility, we maintain a universal shelf registration statement that allows for the public offering and sale of our debt securities, common stock, preferred stock, subscription rights, and warrants and units to purchase such securities in an amount up to $5,000,000 less issuances to date. As of March 31, 2018, we can issue up to $4,621,784 of additional debt and equity securities in the public market under this shelf registration. We may from time to time issue securities pursuant to the shelf registration statement or otherwise pursuant to private offerings. The issuance of debt or equity securities will depend on future market conditions, funding needs and other factors and there can be no assurance that any such issuance will occur or be successful.

Each of our Convertible Notes, Public Notes and Prospect Capital InterNotes® (collectively, our “Unsecured Notes”) are our general, unsecured obligations and rank equal in right of payment with all of our existing and future unsecured indebtedness and will be senior in right of payment to any of our subordinated indebtedness that may be issued in the future. The Unsecured Notes are effectively subordinated to our existing secured indebtedness, such as our credit facility, and future secured indebtedness to the extent of the value of the assets securing such indebtedness and structurally subordinated to any existing and future liabilities and other indebtedness of any of our subsidiaries.

Revolving Credit Facility

125

Convertible Notes

On February 18, 2011, we issued $172,500 aggregate principal amount of convertible notes that matured on August 15, 2016 (the “2016 Notes”). The 2016 Notes bore interest at a rate of 5.50% per year, payable semi-annually on February 15 and August 15 of each year, beginning August 15, 2011. Total proceeds from the issuance of the 2016 Notes, net of underwriting discounts and offering costs, were $167,325. Between January 30, 2012 and February 2, 2012, we repurchased $5,000 aggregate principal amount of the 2016 Notes at a price of 97.5, including commissions. The transactions resulted in our recognizing $10 of loss in the year ended June 30, 2012. On August 15, 2016, we repaid the outstanding principal amount of the 2016 Notes, plus interest. No gain or loss was realized on the transaction.

126

Certain key terms related to the convertible features for the 2019 Notes, the 2020 Notes and the 2022 Notes (collectively, the “Convertible Notes”) are listed below.



	2019 Notes		2020 Notes		2022 Notes
Initial conversion rate(1)	79.7766		80.6647		100.2305
Initial conversion price	$	12.54	$	12.40	$	9.98
Conversion rate at March 31, 2018(1)(2)	79.8360		80.6670		100.2305
Conversion price at March 31, 2018(2)(3)	$	12.53	$	12.40	$	9.98
Last conversion price calculation date	12/21/2017		4/11/2017		4/11/2017
Dividend threshold amount (per share)(4)	$	0.110025	$	0.110525	$	0.083330


(1)	Conversion rates denominated in shares of common stock per $1 principal amount of the Convertible Notes converted.


(2)	Represents conversion rate and conversion price, as applicable, taking into account certain de minimis adjustments that will be made on the conversion date.


(3)	The conversion price will increase only if the current monthly dividends (per share) exceed the dividend threshold amount (per share).


(4)	The conversion rate is increased if monthly cash dividends paid to common shares exceed the monthly dividend threshold amount, subject to adjustment. Current dividend rates are at or below the minimum dividend threshold amount for further conversion rate adjustments for all bonds.

Public Notes

127

Prospect Capital InterNotes®



Tenor at Origination (in years)	Principal Amount		Interest Rate Range	Weighted Average Interest Rate		Maturity Date Range
5	$	43,587	4.00%–4.75%	4.20	%	July 15, 2022 – March 15, 2023
7	2,825		4.75%–5.00%	4.93	%	July 15, 2024
8	23,016		4.50%–5.00%	4.62	%	August 15, 2025 – March 15, 2026
	$	69,428



Tenor at Origination (in years)	Principal Amount		Interest Rate Range	Weighted Average Interest Rate		Maturity Date Range
5	$	109,221	4.75%–5.50%	5.15	%	July 15, 2021 – March 15, 2022

128



Tenor at Origination (in years)	Principal Amount		Interest Rate Range		Weighted Average Interest Rate		Maturity Date Range
5.0	$	225,639	4.00%–5.50%		4.92	%	July 15, 2018 – March 15, 2023
5.2	4,440		4.63	%	4.63	%	August 15, 2020 – September 15, 2020
5.3	2,636		4.63	%	4.63	%	September 15, 2020
5.5	86,218		4.25%–5.00%		4.61	%	February 15, 2019 – November 15, 2020
6.0	2,182		4.88	%	4.88	%	April 15, 2021 – May 15, 2021
6.5	38,852		5.10%–5.50%		5.23	%	February 15, 2020 – May 15, 2022
7.0	145,500		4.00%–6.55%		5.05	%	June 15, 2019 – July 15, 2024
7.5	1,996		5.75	%	5.75	%	February 15, 2021
8.0	23,016		4.50%-5.00%		4.62	%	August 15, 2025 – March 15, 2026
10.0	37,424		5.12%–7.00%		6.18	%	March 15, 2022 – December 15, 2025
12.0	2,978		6.00	%	6.00	%	November 15, 2025 – December 15, 2025
15.0	17,177		5.25%–6.00%		5.35	%	May 15, 2028 – November 15, 2028
18.0	20,903		4.13%–6.25%		5.55	%	December 15, 2030 – August 15, 2031
20.0	4,170		5.63%–6.00%		5.89	%	November 15, 2032 – October 15, 2033
25.0	33,349		6.25%–6.50%		6.39	%	August 15, 2038 – May 15, 2039
30.0	109,591		5.50%–6.75%		6.24	%	November 15, 2042 – October 15, 2043
	$	756,071

129

The following table summarizes the Prospect Capital InterNotes® outstanding as of June 30, 2017.



Tenor at Origination (in years)	Principal Amount		Interest Rate Range	Weighted Average Interest Rate		Maturity Date Range
4.0	$	39,038	3.75%-4.00%	3.92	%	November 15, 2017 – May 15, 2018
5.0	354,805		4.25%-5.50%	5.00	%	July 15, 2018 – June 15, 2022
5.2	4,440		4.63%	4.63	%	August 15, 2020 – September 15, 2020
5.3	2,686		4.63%	4.63	%	September 15, 2020
5.4	5,000		4.75%	4.75	%	August 15, 2019
5.5	109,068		4.25%-5.00%	4.67	%	February 15, 2019 – November 15, 2020
6.0	2,182		4.88%	4.88	%	April 15, 2021 – May 15, 2021
6.5	40,702		5.10%-5.50%	5.24	%	February 15, 2020 – May 15, 2022
7.0	191,356		4.00%-6.55%	5.38	%	June 15, 2019 – December 15, 2022
7.5	1,996		5.75%	5.75	%	February 15, 2021
10.0	37,509		4.27%-7.00%	6.20	%	March 15, 2022 – December 15, 2025
12.0	2,978		6.00%	6.00	%	November 15, 2025 – December 15, 2025
15.0	17,245		5.25%-6.00%	5.36	%	May 15, 2028 – November 15, 2028
18.0	21,532		4.13%-6.25%	5.47	%	December 15, 2030 – August 15, 2031
20.0	4,248		5.63%-6.00%	5.84	%	November 15, 2032 – October 15, 2033
25.0	34,218		6.25%-6.50%	6.39	%	August 15, 2038 – May 15, 2039
30.0	111,491		5.50%-6.75%	6.22	%	November 15, 2042 – October 15, 2043
	$	980,494

Net Asset Value

During the nine months ended March 31, 2018 our net asset value decreased by $8,556, or $0.09 per share. This decrease is primarily due to an increase in accumulated net realized losses and unrealized losses of $21,811, or $0.06 per weighted average share, primarily from unrealized losses in our CLO portfolio and other less significant declines in value related to operating performance for certain portfolio companies. These declines in value were partially offset by improvements within the consumer financing and energy industries. (See Change in Unrealized Gains (Losses), Net for further discussion.) Distributions to shareholders also exceeded net investment income by $0.02 per weighted average share during the period. Our net investment income decreased primarily due to reduced returns from our structured credit investments as a result of lower future expected cash flows and decreases in interest income due to repayments on investments. The remaining $0.01 per share decline is related to the effect from reinvestment of our dividends on behalf of our stockholders at current market prices. The following table shows the calculation of net asset value per share as of March 31, 2018 and June 30, 2017.

130



	March 31, 2018		June 30, 2017
Net assets	$	3,346,396	$	3,354,952
Shares of common stock issued and outstanding	362,657,362		360,076,933
Net asset value per share	$	9.23	$	9.32

Results of Operations

Net increase in net assets resulting from operations for the three months ended March 31, 2018 and March 31, 2017 was $51,859, or $0.14 per share, and $19,492, or $0.05 per share, respectively. The increase of $32,367, or $0.09 per share, when comparing quarter of quarter, is primarily due to less significant unrealized loss on investments of $3,856 recognized for three months ended March 31, 2018 compared to a $53,746 unrealized loss recognized for the three months ended March 31, 2017. This favorable variance was partially offset by a $15,849 decline in total interest income primarily due to returns from our structured credit investments as a result of lower future expected cash flows and decreases in interest income due to repayments on investments.

Net increase in net assets resulting from operations for the nine months ended March 31, 2018 and March 31, 2017 was $185,559, or $0.51 per share, and $201,738, or $0.56 per share, respectively. The decrease of $16,179 , or $0.05 per share, is primarily due to a $60,823 decline in interest income due to reduced returns from our structured credit investments as a result of lower future expected cash flows and decreases in interest income due to repayments on investments. This decrease was partially offset by lower unrealized losses of $33,359.

While we seek to maximize gains and minimize losses, our investments in portfolio companies can expose our capital to risks greater than those we may anticipate. These companies typically do not issue securities rated investment grade, and have limited resources, limited operating history, and concentrated product lines or customers. These are generally private companies with limited operating information available and are likely to depend on a small core of management talents. Changes in any of these factors can have a significant impact on the value of the portfolio company.

Investment Income

We generate revenue in the form of interest income on the debt securities that we own, dividend income on any common or preferred stock that we own, and fees generated from the structuring of new deals. Our investments, if in the form of debt securities, will typically have a term of one to ten years and bear interest at a fixed or floating rate. To the extent achievable, we will seek to collateralize our investments by obtaining security interests in our portfolio companies’ assets. We also may acquire minority or majority equity interests in our portfolio companies, which may pay cash or in-kind dividends on a recurring or otherwise negotiated basis. In addition, we may generate revenue in other forms including prepayment penalties and possibly consulting fees. Any such fees generated in connection with our investments are recognized as earned.

Investment income, which consists of interest income, including accretion of loan origination fees, prepayment penalty fees, dividend income and other income, including settlement of net profits interests, overriding royalty interests and structuring fees, was $162,835 and $171,032 for the three months ended March 31, 2018 and March 31, 2017, respectively. Investment income was $483,814 and $534,344 for the nine months ended March 31, 2018 and March 31, 2017, respectively. Investment income decreased from prior periods primarily due to reduced returns from our structured credit investments due to lower future expected cash flows and decreases in interest income due to less interest earning assets outstanding.

131

The following table describes the various components of investment income and the related levels of debt investments:



	Three Months Ended March 31,						Nine Months Ended March 31,
	2018			2017			2018			2017
Interest income	$	145,862		$	161,711		$	447,329		$	508,152
Dividend income	6,287			817			7,157			4,580
Other income	10,686			8,504			29,328			21,612
Total investment income	$	162,835		$	171,032		$	483,814		$	534,344

Average debt principal of performing interest bearing investments⁽¹⁾	$	5,379,123		$	5,747,457		$	5,448,372		$	5,704,796
Weighted average interest rate earned on performing interest bearing investments⁽¹⁾	10.85		%	11.25		%	10.79		%	11.70		%
Average debt principal of all interest bearing investments⁽²⁾	$	5,674,038		$	6,041,303		$	5,761,562		$	5,971,203
Weighted average interest rate earned on all interest bearing investments⁽²⁾	10.28		%	10.71		%	10.20		%	11.18		%

⁽¹⁾ Excludes equity investments and non-accrual loans.

⁽²⁾ Excludes equity investments.

Average interest income producing assets decreased from $5,747,457 for the three months ended March 31, 2017 to $5,379,123 for the three months ended March 31, 2018. Higher levels of repayments of non-control investments contributed to the decline. The average interest earned on interest bearing performing assets decreased from 11.25% for the three months ended March 31, 2017 to 10.85% for the three months ended March 31, 2018. The decrease is primarily due to reduced returns from our structured credit investments due to lower future expected cash flows and decreases in interest income due to repayments on investments.

Average interest income producing assets decreased from $5,704,796 for the nine months ended March 31, 2017 to $5,448,372 for the nine months ended March 31, 2018. The average interest earned on interest bearing performing assets decreased from 11.70% for the nine months ended March 31, 2017 to 10.79% for the nine months ended March 31, 2018. The decrease is primarily due to reduced returns from our structured credit investments due to lower future expected cash flows and decreases in interest income due to repayments on investments.

Investment income is also generated from dividends and other income which is less predictable than interest income. Dividend income increased from $817 for the three months ended March 31, 2017 to $6,287 for the three months ended March 31, 2018. The $5,470 increase in dividend income is primarily attributable to a $5,639 dividend received from our investment in NPRC, which was generated from taxable earnings and profits in connection with the gain on the sales of NPRC’s St. Marin and Central Park properties. No such dividend was received from NPRC for the three months ended March 31, 2017.

Dividend income increased from $4,580 for the nine months ended March 31, 2017 to $7,157 for the nine months ended March 31, 2018. The $2,577 increase in dividend income is primarily attributable to the $5,639 dividend received from our investment in NPRC during the nine months ended March 31, 2018 as discussed above. This increase was partially offset by a $3,312 dividend from our investment in NAC, and other less individually significant dividends from our portfolio, received during the nine months ended March 31, 2017, for which no comparable dividend was received in the current period.

Other income is comprised of structuring fees, advisory fees, royalty interests, and settlement of net profits interests. Income from other sources increased to $10,686 for the three months ended March 31, 2018 from $8,504 for the three months ended March 31, 2017. The $2,182 increase is primarily attributable to a $2,644 advisory fee received from our investment in First Tower related to a recent acquisition and $1,222 of service fees received for a liquidation fee agreement related to our investment in Wolf. These increases were partially offset by a decrease in structuring fees and amendment fees which are generated from new originations as well as from follow-on investments and amendments to existing portfolio companies.

Income from other sources was $29,328 and $21,612 for the nine months ended March 31, 2018 and March 31, 2017, respectively. Included within other income is $15,216 and $11,863 of structuring fees for the nine months ended March 31, 2018 and March 31, 2017. The increase in structuring fees is primarily due to an increased level of originations in non-control, broadly syndicated portfolio investments during the nine months ended March 31, 2018.

132

Operating Expenses

Our primary operating expenses consist of investment advisory fees (base management and income incentive fees), borrowing costs, legal and professional fees, overhead-related expenses and other operating expenses. These expenses include our allocable portion of overhead under the Administration Agreement with Prospect Administration under which Prospect Administration provides administrative services and facilities for us. Our investment advisory fees compensate the Investment Adviser for its work in identifying, evaluating, negotiating, closing and monitoring our investments. We bear all other costs and expenses of our operations and transactions. Operating expenses were $92,389 and $97,952 for the three months ended March 31, 2018 and March 31, 2017, respectively. Operating expenses were $276,444 and $297,940 for the nine months ended March 31, 2018 and March 31, 2017, respectively.

Total gross base management fee was $29,422 and $30,829 for the three months ended March 31, 2018 and March 31, 2017, respectively. The decrease in total gross base management fee is directly related a decrease in average total assets. The Investment Adviser has entered into a servicing agreement with certain institutions who purchased loans with us, where we serve as the agent and collect a servicing fee on behalf of the Investment Adviser. We received payments of $154 and $280 from these institutions for the three months ended March 31, 2018 and March 31, 2017, respectively, on behalf of the Investment Adviser, for providing such services under the servicing agreement. We were given a credit for these payments as a reduction of base management fee payable by us to the Investment Adviser resulting in net base management fees of $29,268 and $30,549 for the three months ended March 31, 2018 and March 31, 2017, respectively.

Total gross base management fee was $89,543 and $93,263 for the nine months ended March 31, 2018 and March 31, 2017, respectively. The decrease in total gross base management fee is directly related a decrease in average total assets. The Investment Adviser has entered into a servicing agreement with certain institutions who purchased loans with us, where we serve as the agent and collect a servicing fee on behalf of the Investment Adviser. We received payments of $553 and $1,036 from these institutions for the nine months ended March 31, 2018 and March 31, 2017, respectively, on behalf of the Investment Adviser, for providing such services under the servicing agreement. We were given a credit for these payments as a reduction of base management fee payable by us to the Investment Adviser resulting in net base management fees of $88,990 and $92,227 for the nine months ended March 31, 2018 and March 31, 2017, respectively.

For the three months ended March 31, 2018 and March 31, 2017, we incurred $17,612 and $18,270 of income incentive fees, respectively ($0.05 and $0.05 per weighted average share, respectively). This decrease was driven by a corresponding decrease in pre-incentive fee net investment income from $91,350 for the three months ended March 31, 2017 to $88,058 for the three months ended March 31, 2018, as a result of decreases in interest income due to reduced returns from our structured credit investments and repayments on investments. No capital gains incentive fee has yet been incurred pursuant to the Investment Advisory Agreement.

For the nine months ended March 31, 2018 and March 31, 2017, we incurred $51,843 and $59,101 of income incentive fees, respectively ($0.14 and $0.16 per weighted average share, respectively). This decrease was driven by a corresponding decrease in pre-incentive fee net investment income from $295,505 for the nine months ended March 31, 2017 to $259,213 for the nine months ended March 31, 2018, as a result of decreases in interest income due to reduced returns from our structured credit investments and repayments on investments. No capital gains incentive fee has yet been incurred pursuant to the Investment Advisory Agreement.

During the three months ended March 31, 2018 and March 31, 2017, we incurred $37,479 and $41,464 respectively, of interest and credit faciliy expenses related to our Revolving Credit Facility, Convertible Notes, Public Notes and Prospect Capital InterNotes® (collectively, our “Notes”). During the nine months ended March 31, 2018 and March 31, 2017, we incurred $117,861 and $123,981 respectively, of interest expenses related to our Notes. These expenses are related directly to the leveraging capacity and the levels of indebtedness actually undertaken in those periods.

133

The table below describes the various expenses of our Notes and the related indicators of leveraging capacity and indebtedness during these years.



	Three Months Ended March 31,						Nine Months Ended March 31,
	2018			2017			2018			2017
Interest on borrowings	$	32,288		$	35,972		$	101,956		$	107,140
Amortization of deferred financing costs	2,949			3,370			9,168			10,131
Accretion of discount on Public Notes	71			68			212			200
Facility commitment fees	2,171			2,054			6,525			6,510
Total interest and credit facility expenses	$	37,479		$	41,464		$	117,861		$	123,981

Average principal debt outstanding	$	2,427,516		$	2,715,550		$	2,561,834		$	2,677,152
Annualized weighted average stated interest rate on borrowings⁽¹⁾	5.32		%	5.30		%	5.31		%	5.34		%
Annualized weighted average interest rate on borrowings⁽²⁾	6.18		%	6.11		%	6.13		%	6.17		%


(1)	Includes only the stated interest expense.


(2)	Includes the stated interest expense, amortization of deferred financing costs, accretion of discount on Public Notes and commitment fees on the undrawn portion of our Revolving Credit Facility.

Interest expense decreased by $3,985 for the three months ended March 31, 2018 as compared to three months ended March 31, 2017. The weighted average stated interest rate on borrowings (excluding amortization, accretion and undrawn facility fees) decreased from 5.30% for the three months ended March 31, 2017 to 5.32% for the three months ended March 31, 2018. This decrease is primarily due to the repurchases and maturities of our Convertible Notes and Prospect Capital InterNotes® which bear higher rates than the remaining debt and increased utilization of our Revolving Credit Facility.

Interest expense decreased by $6,120 for the nine months ended March 31, 2018 as compared to nine months ended March 31, 2017. The weighted average stated interest rate on borrowings (excluding amortization, accretion and undrawn facility fees) decreased from 5.34% for the nine months ended March 31, 2017 to 5.31% for the nine months ended March 31, 2018. This decrease is primarily due to the repurchases and maturities of our Convertible Notes and Prospect Capital InterNotes® which bear higher rates than the remaining debt coupled with increased utilization of our Revolving Credit Facility.

The allocation of gross overhead expense from Prospect Administration was $12,600 and $17,283 for the nine months ended March 31, 2018 and March 31, 2017, respectively. Prospect Administration received estimated payments of $6,701 and $6,636 directly from our portfolio companies, insurance carrier, and certain funds managed by the Investment Adviser for legal, tax and portfolio level accounting services during the nine months ended March 31, 2018 and March 31, 2017, respectively. We were given a credit for these payments as a reduction of the administrative services cost payable by us to Prospect Administration. Had Prospect Administration not received these payments, Prospect Administration’s charges for its administrative services would have increased by these amounts. Additionally, during the nine months ended March 31, 2017, other operating expenses in the amount of $876 incurred by us, which were attributable to CCPI, have been reimbursed by CCPI and are reflected as an offset to our overhead allocation. No such reimbursements or expenses occurred during the nine months ended March 31, 2018. Net overhead during the nine months ended March 31, 2018 and March 31, 2017 totaled $5,899 and $9,771, respectively.

Total operating expenses, excluding investment advisory fees, interest and credit facility expenses, and allocation of overhead from Prospect Administration (“Other Operating Expenses”), net of any expense reimbursements, were $4,835 and $4,088 for the three months ended March 31, 2018 and March 31, 2017, respectively. Other Operating Expenses were $11,851 and $12,860 for the nine months ended March 31, 2018 and March 31, 2017, respectively.

134

Net Investment Income

Net investment income represents the difference between investment income and operating expenses. Net investment income was $70,446 and $73,080 for the three months ended March 31, 2018 and March 31, 2017, respectively. Net investment income for the three months ended March 31, 2018 and March 31, 2017 was $0.19 and $0.20 per weighted average share, respectively. During the three months ended March 31, 2018, the decrease of $2,634, or $0.01 per weighted average share, was primarily due to the decrease in interest income of $15,849, or $0.04 per weighted average share, which is due to reduced returns from our structured credit investments, an increase in non-accrual investments, and lower levels of performing investments. This decrease was offset by a $5,470, or $0.02 per weighted average share, increase in dividend income primarily attributable to a $5,639 dividend received from our investment in NPRC coupled with a $3,985, or $0.02 per weighted average share decrease in interest and credit facility expenses.

Net investment income was $207,370 and $236,404 for the nine months ended March 31, 2018 and March 31, 2017, respectively. Net investment income for the nine months ended March 31, 2018 and March 31, 2017 was $0.57 and $0.66 per weighted average share, respectively. During the nine months ended March 31, 2018, the decrease of $29,034 or $0.09 per weighted average share, was primarily due to the decrease in interest income by $60,823, or $0.17 per weighted average share, which is due to reduced returns from our structured credit investments, an increase in non-accrual investments, and lower levels of performing investments. This decrease was offset by a $7,716, or $0.02 per weighted average share, increase in other income coupled with favorable decreases of $10,495, or $0.03 per weighted average share, in investment advisory fees and $6,120, or $0.02 per weighted average share, in interest and credit facility expenses.

Net Realized (Losses) Gains

Net realized loss for three months ended March 31, 2018 was $14,218, an unfavorable increase in losses of $14,396 compared to the $178 net realized gain recognized during the three months ended March 31, 2017. The net realized loss during the three months ended March 31, 2018 was primarily related to the write-down of Nixon, Inc. upon restructuring, resulting in a realized loss of $14,197, which had been previously recorded as an unrealized loss as of December 31, 2017. The net realized gain during the three months ended March 31, 2017 was primarily due to an asset sale distribution from our previously held investment in Wind River of $929, partially offset by write-off of defaulted loans in our small business lending portfolio of $759.

Net realized loss for the nine months ended March 31, 2018 was $18,454, an unfavorable variance of $19,264 compared to the $810 net realized gain recognized during the nine months ended March 31, 2017. The net realized loss during the nine months ended March 31, 2018 was primarily related to the write-down of Nixon, Inc. upon restructuring, resulting in a realized a loss of $14,197. The net realized loss of the repayment of our investment in Primesport, for which we agreed to a payment less than the par amount and realized a loss of $3,019. Additionally, during the nine months ended March 31, 2018, we recognized realized losses of $2,495 from our call of our investment in Apidos IX CLO. The net realized gain during the nine months ended March 31, 2017 was primarily due to the receipt of bankruptcy proceeds from our investment in New Century Transportation, Inc. of $936, a working capital adjustment from our investment in Harbortouch of $432, the exercise of warrants in our investment in R-V for $171, an asset sale distribution from our previously held investment in Wind River of $929, as well as from the sales of our investments in Biotronic, Big Tex and Nathan’s for which we recognized total realized gains of $514.

Change in Unrealized Gains (Losses), Net

During the three months ended March 31, 2018, net unrealized losses were $3,856 primarily due to $24,902 of unrealized losses in our CLO portfolio due to spread compression which resulted in lower expected future cash flows. Two of our controlled investments also experienced declines in value - Freedom Marine and Mity. We marked down our investment in Freedom Marine by $12,558 during the three months ended March 31, 2018, due to asset impairment and continued market softness. Our investment in Mity declined in value by $7,360 due to poor operating results. These declines in value were partially offset by an increase of $14,059 in fair value of our investment in First Tower following a recent acquisition and the reversal of a previously recorded unrealized loss of $14,197 related to our investment in Nixon. The remaining $12,708 favorable decrease in unrealized losses was due to operating improvements across multiple investments and industries.

During the three months ended March 31, 2017, net unrealized losses were $53,746 for the three months ended March 31, 2017 was driven primarily by declining operating performance within certain investments and a decline in returns from CLOs. Write-downs in our investments in USES, PrimeSport, Inc. and United Sporting Companies, Inc. were due to declining operating performance and resulted in unrealized losses of $21,144, $9,645 and $8,203, respectively. The valuation of our portfolio was also negatively impacted by the decline in returns from CLOs, and we therefore recognized $15,252 in unrealized losses.

135

Net unrealized losses were $1,912 and $35,271 for the nine months ended March 31, 2018 and March 31, 2017, respectively. For the nine months ended March 31, 2018, the $1,912 net unrealized losses were primarily the result of $81,700 of unrealized losses in our CLO portfolio due to a decline in the weighted average spread in the underlying senior secured loan portfolios, increase in discount rates, and collateral losses. The value of our investment in USC also decreased by $26,297 due to both a decline in operating performance and the overall decline in demand for firearms and ammunition. Our investment in Mity declined in value by $14,389 due to poor operating results. These unrealized losses were partially offset by the reversal of previously recorded unrealized losses of $23,741 and $14,197 related to our exited investments in PrimeSport and Nixon. Unrealized losses were also offset by unrealized gains related to our investments in consumer financing - Credit Central and First Tower - comprising $66,331 and energy - Arctic Energy, CP Energy and Spartan Energy - comprising $43,204. The remaining $26,999 change in unrealized losses was due to operating performance declines across multiple investments and industries.

During the nine months ended March 31, 2017, net unrealized losses decreased by $35,271 due the competitive environment faced by our energy-related companies and declining operating performance within certain investments. There were unrealized losses on our Energy Equipment & Services investments of $29,174. Unrealized losses on our online lending portfolio of $19,290 were due to an increase in delinquent loans for the nine months ended March 31, 2017. Additionally, the value of our investment in USES decreased by $18,327 due to a decline in operating performance, and our investment in First Tower Finance declined in value by $14,353 due to increased regulatory scrutiny within the consumer finance industry. These unrealized losses were partially offset by unrealized appreciation on our REIT investment of $41,648 due to improved operating performance at the property-level. The remaining $4,223 decrease in net unrealized losses was due to operating declines across multiple investments and industries.

Financial Condition, Liquidity and Capital Resources

For the nine months ended March 31, 2018 and March 31, 2017, our operating activities provided $258,142 and $74,744 of cash, respectively. There were no investing activities for the nine months ended March 31, 2018 and March 31, 2017. Financing activities used $478,662 and $280,738 of cash during the nine months ended March 31, 2018 and March 31, 2017, respectively, which included dividend payments of $202,362 and $245,255, respectively. Our primary uses of funds have been to continue to invest in portfolio companies, through both debt and equity investments, repay outstanding borrowings and to make cash distributions to holders of our common stock.

Our primary sources of funds have historically been issuances of debt and equity. More recently, we have and may continue to fund a portion of our cash needs through repayments and opportunistic sales of our existing investment portfolio. We may also securitize a portion of our investments in unsecured or senior secured loans or other assets. Our objective is to put in place such borrowings in order to enable us to expand our portfolio. During the nine months ended March 31, 2018, we borrowed $427,000 and we made repayments totaling $341,000 under the Revolving Credit Facility. As of March 31, 2018, we had, net of unamortized discount and debt issuance costs, $805,092 outstanding on the Convertible Notes, $739,836 outstanding on the Public Notes and $743,729 outstanding on the Prospect Capital InterNotes®, and $86,000 outstanding balance on the Revolving Credit Facility. (See “Capitalization” above.)

Our shareholders’ equity accounts as of March 31, 2018 and June 30, 2017 reflect cumulative shares issued, net of shares repurchased, as of those respective dates. Our common stock has been issued through public offerings, a registered direct offering, the exercise of over-allotment options on the part of the underwriters, our dividend reinvestment plan and in connection with the acquisition of certain controlled portfolio companies. When our common stock is issued, the related offering expenses have been charged against paid-in capital in excess of par. All underwriting fees and offering expenses were borne by us.

As part of our Repurchase Program, we delivered a notice with our annual proxy mailing on September 22, 2017. We did not repurchase any shares of our common stock for the nine months ended March 31, 2018 or March 31, 2017.

136

Off-Balance Sheet Arrangements

As of March 31, 2018, we did not have any off-balance sheet liabilities or other contractual obligations that are reasonably likely to have a current or future material effect on our financial condition, other than those which originate from 1) the investment advisory and management agreement and the administration agreement and 2) the portfolio companies.

Recent Developments.