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, 2019 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

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, $0.001 par value	PSEC	NASDAQ Global Select Market
6.25% Notes due 2024, par value $25	PBB	New York Stock Exchange
6.25% Notes due 2028, par value $25	PBY	New York Stock Exchange
6.875% Notes due 2029, par value $25	PBC	New York Stock Exchange

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 7, 2019
$0.001 par value		366,967,671

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, 2019 (unaudited) and June 30, 2018	4
	Consolidated Statements of Operations for the three and nine months ended March 31, 2019 and March 31, 2018 (unaudited)	5
	Consolidated Statements of Changes in Net Assets for the three and nine months ended March 31, 2019 and March 31, 2018 (unaudited)	6
	Consolidated Statements of Cash Flows for the nine months ended March 31, 2019 and March 31, 2018 (unaudited)	8
	Consolidated Schedules of Investments as of March 31, 2019 (unaudited) and June 30, 2018	9
	Notes to Consolidated Financial Statements	51
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	117
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	154
Item 4.	Controls and Procedures	156
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	157
Item 1A.	Risk Factors	157
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	157
Item 3.	Defaults Upon Senior Securities	157
Item 4.	Mine Safety Disclosures	157
Item 5.	Other Information	157
Item 6.	Exhibits	157
	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, 2018, 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, 2019			June 30, 2018
	March 31, 2019			June 30, 2018
	(Unaudited)			(Audited)
Assets
Investments at fair value:
Control investments (amortized cost of $2,331,616 and $2,300,526, respectively)	$	2,394,716		$	2,404,326
Affiliate investments (amortized cost of $180,279 and $55,637, respectively)	91,042			58,436
Non-control/non-affiliate investments (amortized cost of $3,437,174 and $3,475,295, respectively)	3,214,915			3,264,517
Total investments at fair value (amortized cost of $5,949,069 and $5,831,458, respectively)	5,700,673			5,727,279
Cash	120,566			83,758
Receivables for:
Interest, net	16,925			19,783
Other	985			1,867
Deferred financing costs on Revolving Credit Facility (Note 4)	8,386			2,032
Due from broker (Note 6)	539			3,029
Prepaid expenses	285			984
Due from Affiliate (Note 13)	88			88
Total Assets	5,848,447			5,838,820
Liabilities
Revolving Credit Facility (Notes 4 and 8)	99,000			37,000
Convertible Notes (less unamortized debt issuance costs of $15,207 and $13,074, respectively) (Notes 5 and 8)	763,245			809,073
Public Notes (less unamortized discount and debt issuance costs of $14,296 and $11,007, respectively) (Notes 6 and 8)	775,624			716,810
Prospect Capital InterNotes® (less unamortized debt issuance costs of $11,969 and $11,998, respectively) (Notes 7 and 8)	742,752			748,926
Due to Prospect Capital Management (Note 13)	48,855			49,045
Interest payable	25,426			33,741
Due to broker	31,819			6,159
Dividends payable	22,013			21,865
Accrued expenses	5,478			5,426
Due to Prospect Administration (Note 13)	1,807			2,212
Other liabilities	613			1,516
Total Liabilities	2,516,632			2,431,773
Commitments and Contingencies (Note 3)
Net Assets	$	3,331,815		$	3,407,047

Components of Net Assets
Common stock, par value $0.001 per share (1,000,000,000 common shares authorized; 366,884,974 and 364,409,938 issued and outstanding, respectively) (Note 9)	$	367		$	364
Paid-in capital in excess of par (Note 9)	4,038,229			4,021,541
Total distributable earnings (loss)	(706,781		)	(614,858		)
Net Assets	$	3,331,815		$	3,407,047

Net Asset Value Per Share (Note 16)	$	9.08		$	9.35

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,
	2019			2018			2019			2018
Investment Income
Interest income:
Control investments	$	51,078		$	45,944		$	161,206		$	139,392
Affiliate investments	230			271			631			476
Non-control/non-affiliate investments	67,656			68,376			204,944			216,639
Structured credit securities	36,112			31,271			105,731			90,822
Total interest income	155,076			145,862			472,512			447,329
Dividend income:
Control investments	3,612			5,639			31,277			5,639
Affiliate investments	659			—			659			—
Non-control/non-affiliate investments	253			648			781			1,518
Total dividend income	4,524			6,287			32,717			7,157
Other income:
Control investments	10,799			6,188			29,331			12,317
Non-control/non-affiliate investments	710			4,498			4,854			17,011
Total other income (Note 10)	11,509			10,686			34,185			29,328
Total Investment Income	171,109			162,835			539,414			483,814
Operating Expenses
Base management fee (Note 13)	29,540			29,268			92,684			88,990
Income incentive fee (Note 13)	19,315			17,612			60,808			51,843
Interest and credit facility expenses	38,946			37,479			117,510			117,861
Allocation of overhead from Prospect Administration (Note 13)	2,084			3,195			11,091			5,899
Audit, compliance and tax related fees	680			1,130			3,462			4,084
Directors’ fees	112			113			341			338
Other general and administrative expenses	3,170			3,592			10,286			7,429
Total Operating Expenses	93,847			92,389			296,182			276,444
Net Investment Income	77,262			70,446			243,232			207,370
Net Realized and Net Change in Unrealized Gains (Losses) from Investments
Net realized gains (losses)
Control investments	11,507			2			14,309			13
Affiliate investments	—			(14,197		)	—			(13,351		)
Non-control/non-affiliate investments	(2,024		)	(23		)	(792		)	(5,116		)
Net realized gains (losses)	9,483			(14,218		)	13,517			(18,454		)
Net change in unrealized gains (losses)
Control investments	11,686			1,380			(22,129		)	46,898
Affiliate investments	(4,101		)	12,952			(23,750		)	19,678
Non-control/non-affiliate investments	(2,155		)	(18,188		)	(98,338		)	(68,488		)
Net change in unrealized gains (losses)	5,430			(3,856		)	(144,217		)	(1,912		)
Net Realized and Net Change in Unrealized Gains (Losses) from Investments	14,913			(18,074		)	(130,700		)	(20,366		)
Net realized losses on extinguishment of debt	(2,980		)	(513		)	(6,931		)	(1,445		)
Net Increase in Net Assets Resulting from Operations	$	89,195		$	51,859		$	105,601		$	185,559
Net increase in net assets resulting from operations per share	$	0.24		$	0.14		$	0.29		$	0.51
Dividends declared per share	$	(0.18	)	$	(0.18	)	$	(0.54	)	$	(0.59	)

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

(in thousands, except share data)

(Unaudited)



	Common Stock
Nine Months Ended March 31, 2019 (Unaudited)	Shares	Par		Paid-in capital in excess of par			Distributable earnings (loss)(1)			Total Net Assets
Balance as of June 30, 2018	364,409,938	$	364	$	4,021,541		$	(614,858	)	$	3,407,047
Net Increase in Net Assets Resulting from Operations:
Net investment income							243,232			243,232
Net realized gains							6,586			6,586
Net change in net unrealized losses							(144,217		)	(144,217		)
Distributions to Shareholders:
Distributions from earnings							(197,555		)	(197,555		)
Value of shares issued through reinvestment of dividends	2,475,036	3		16,719						16,722
Tax reclassifications of net assets (Note 12)				(31		)	31			—
Total increase (decrease) for the nine months ended March 31, 2019	2,475,036	3		16,688			(91,923		)	(75,232		)
Balance as of March 31, 2019	366,884,974	$	367	$	4,038,229		$	(706,781	)	$	3,331,815



	Common Stock
Nine Months Ended March 31, 2018 (Unaudited)	Shares	Par		Paid-in capital in excess of par		Distributable earnings (loss)(2)			Total Net Assets
Balance as of June 30, 2017	360,076,933	$	360	$	3,991,317	$	(636,725	)	$	3,354,952
Net Increase in Net Assets Resulting from Operations:
Net investment income						207,370			207,370
Net realized losses						(19,899		)	(19,899		)
Net change in net unrealized losses						(1,912		)	(1,912		)
Distributions to Shareholders:
Distributions from earnings						(211,733		)	(211,733		)
Value of shares issued through reinvestment of dividends	2,580,429	3		17,615					17,618
Tax reclassifications of net assets (Note 12)				772		(772		)	—
Total increase (decrease) for the nine months ended March 31, 2018	2,580,429	3		18,387		(26,946		)	(8,556		)
Balance as of March 31, 2018	362,657,362	$	363	$	4,009,704	$	(663,671	)	$	3,346,396



(1) The following table provides the reconciliation of the components of distributable earnings (loss) to conform to the current period presentation:
	Overdistributed Net Investment Income			Realized gains (losses)			Net unrealized loss			Distributable earnings (loss)
Balance as of June 30, 2018	$	(45,186	)	$	(465,493	)	$	(104,179	)	$	(614,858	)
Net Increase in Net Assets Resulting from Operations:
Net investment income	243,232									243,232
Net realized gains				6,586						6,586
Net change in net unrealized losses							(144,217		)	(144,217		)
Distributions to Shareholders:
Distributions from net investment income	(197,555		)							(197,555		)
Tax reclassifications of net assets (Note 12)	31									31
Balance as of March 31, 2019	$	522		$	(458,907	)	$	(248,396	)	$	(706,781	)



(2) The following table provides the reconciliation of the prior year’s components of distributable earnings (loss) to conform to the current period presentation:
	Overdistributed Net Investment Income			Realized gains (losses)			Net unrealized loss			Distributable earnings (loss)
Balance as of June 30, 2017	$	(54,039	)	$	(439,435	)	$	(143,251	)	$	(636,725	)
Net Increase in Net Assets Resulting from Operations:
Net investment income	207,370									207,370
Net realized losses				(19,899		)				(19,899		)
Net change in net unrealized losses							(1,912		)	(1,912		)
Distributions to Shareholders:
Distributions from net investment income	(211,733		)							(211,733		)
Tax reclassifications of net assets (Note 12)	(772		)							(772		)
Balance as of March 31, 2018	$	(59,174	)	$	(459,334	)	$	(145,163	)	$	(663,671	)

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

(in thousands, except share data)

(Unaudited)



	Common Stock
Three Months Ended March 31, 2019	Shares	Par		Paid-in capital in excess of par		Distributable earnings (loss)(3)			Total Net Assets
Balance as of December 31, 2018	366,055,966	$	366	$	4,032,761	$	(729,952	)	$	3,303,175
Net Increase in Net Assets Resulting from Operations:
Net investment income						77,262			77,262
Net realized gains						6,503			6,503
Net change in net unrealized losses						5,430			5,430
Distributions to Shareholders:
Distributions from earnings						(66,024		)	(66,024		)
Value of shares issued through reinvestment of dividends	829,008	1		5,468					5,469
Total increase (decrease) for the three months ended March 31, 2019	829,008	1		5,468		23,171			28,640
Balance as of March 31, 2019	366,884,974	$	367	$	4,038,229	$	(706,781	)	$	3,331,815



	Common Stock
Three Months Ended March 31, 2018	Shares	Par		Paid-in capital in excess of par		Distributable earnings (loss)(4)			Total Net Assets
Balance as of December 31, 2017	360,980,752	$	361	$	3,998,406	$	(650,355	)	$	3,348,412
Net Increase in Net Assets Resulting from Operations:
Net investment income						70,446			70,446
Net realized losses						(14,731		)	(14,731		)
Net change in net unrealized losses						(3,857		)	(3,857		)
Distributions to Shareholders:
Distributions from earnings						(65,174		)	(65,174		)
Value of shares issued through reinvestment of dividends	1,676,610	2		11,298					11,300
Total increase (decrease) for the three months ended March 31, 2018	1,676,610	2		11,298		(13,316		)	(2,016		)
Balance as of March 31, 2018	362,657,362	$	363	$	4,009,704	$	(663,671	)	$	3,346,396



(3) The following table provides the reconciliation of the components of distributable earnings (loss) to conform to the current period presentation:
	Overdistributed Net Investment Income			Realized gains (losses)			Net unrealized loss			Distributable earnings (loss)
Balance as of December 31, 2018	$	(10,716	)	$	(465,410	)	$	(253,826	)	$	(729,952	)
Net Increase in Net Assets Resulting from Operations:
Net investment income	77,262									77,262
Net realized gains				6,503						6,503
Net change in net unrealized losses							5,430			5,430
Distributions to Shareholders:
Distributions from net investment income	(66,024		)							(66,024		)
Balance as of March 31, 2019	$	522		$	(458,907	)	$	(248,396	)	$	(706,781	)



(4) The following table provides the reconciliation of the prior year’s components of distributable earnings (loss) to conform to the current period presentation:
	Overdistributed Net Investment Income			Realized gains (losses)			Net unrealized loss			Distributable earnings (loss)
Balance as of December 31, 2017	$	(64,446	)	$	(444,603	)	$	(141,306	)	$	(650,355	)
Net Increase in Net Assets Resulting from Operations:
Net investment income	70,446									70,446
Net realized losses				(14,731		)				(14,731		)
Net change in net unrealized losses							(3,857		)	(3,857		)
Distributions to Shareholders:
Distributions from net investment income	(65,174		)							(65,174		)
Balance as of March 31, 2018	$	(59,174	)	$	(459,334	)	$	(145,163	)	$	(663,671	)

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,
	2019			2018
Operating Activities
Net increase in net assets resulting from operations	$	105,601		$	185,559
Net realized losses on extinguishment of debt	6,931			1,445
Net realized (gains) losses on investments	(13,517		)	18,454
Net change in net unrealized losses on investments	144,217			1,912
(Accretion of premiums) and amortization of discounts, net	(2,654		)	17,706
Accretion of discount on Public Notes (Note 6)	406			212
Amortization of deferred financing costs	8,699			9,168
Payment-in-kind interest	(29,663		)	(6,128		)
Structuring fees	(3,434		)	(9,135		)
Change in operating assets and liabilities:
Payments for purchases of investments	(483,508		)	(1,375,555		)
Proceeds from sale of investments and collection of investment principal	415,165			1,471,247
Increase (decrease) in due to broker	25,660			(25,914		)
Decrease in due to Prospect Capital Management	(190		)	(1,240		)
Decrease (increase) in interest receivable, net	2,858			(19,952		)
Decrease in interest payable	(8,315		)	(9,042		)
Increase (decrease) in accrued expenses	52			(60		)
Decrease in due from broker	2,490			—
Decrease in other liabilities	(903		)	(1,286		)
Decrease in other receivables	882			88
Increase in due from Prospect Administration	—			(60		)
Increase in due from affiliate	—			(74		)
Decrease in prepaid expenses	699			559
(Decrease) Increase in due to Prospect Administration	(405		)	238
Net Cash Provided by Operating Activities	171,071			258,142
Financing Activities
Borrowings under Revolving Credit Facility (Note 4)	912,154			427,000
Principal payments under Revolving Credit Facility (Note 4)	(850,154		)	(341,000		)
Issuances of Public Notes, net of original issue discount (Note 6)	215,638			—
Redemptions of Public Notes (Note 6)	(153,536		)	—
Redemptions of Convertible Notes, net (Note 5)	(246,670		)	(136,153		)
Issuance of Convertible Notes (Note 5)	201,250			—
Issuances of Prospect Capital InterNotes® (Note 7)	124,643			69,428
Redemptions of Prospect Capital InterNotes®, net (Note 7)	(130,846		)	(293,851		)
Financing costs paid and deferred	(26,057		)	(1,724		)
Dividends paid	(180,685		)	(202,362		)
Net Cash Used in Financing Activities	(134,263		)	(478,662		)
Net Increase (Decrease) in Cash	36,808			(220,520		)
Cash at beginning of period	83,758			318,083
Cash at End of Period	$	120,566		$	97,563
Supplemental Disclosures
Cash paid for interest	$	116,720		$	117,523
Non-Cash Financing Activities
Value of shares issued through reinvestment of dividends	$	16,722		$	17,618
Cost basis of investments written off as worthless	$	371		$	20,235

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS

(in thousands, except share data)



				March 31, 2019 (Unaudited)
Portfolio Company	Industry	Investments(1)(44)	Acquisition Date(53)	Principal Value		Amortized Cost		Fair Value(2)		% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS

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

CP Energy Services Inc.(20)	Energy Equipment & Services	Senior Secured Term Loan (13.81% (LIBOR + 11.00% with 1.00% LIBOR floor), due 12/29/2022)(11)	12/29/2017	$	35,048	$	35,048	$	35,048	1.1%
		Series B Convertible Preferred Stock (16.00%, 790 shares)(16)	10/30/2015			63,225		63,225		1.9%
		Common Stock (102,924 shares)(16)	8/2/2013			81,203		27,308		0.8%
						179,476		125,581		3.8%
Credit Central Loan Company, LLC(21)	Consumer Finance	Subordinated Term Loan (10.00% plus 10.00% PIK, due 6/26/2024)(14)(46)	6/24/2014	54,979		51,590		54,979		1.7%
		Class A Units (10,640,642 units)(14)(16)	6/24/2014			13,730		14,098		0.4%
		Net Revenues Interest (25% of Net Revenues)(14)(16)	1/28/2015			—		473		—%
						65,320		69,550		2.1%
Echelon Transportation, LLC	Aerospace & Defense	Senior Secured Term Loan (12.25% (LIBOR + 9.75% with 2.00% LIBOR floor) plus 2.25% PIK, due 3/31/2022)(13)(46)	3/31/2014	36,128		36,128		36,128		1.1%
		Senior Secured Term Loan (11.50% (LIBOR + 9.00% with 2.00% LIBOR floor) plus 1.00% PIK, due 12/7/2024)(13)(46)	12/9/2016	18,063		18,063		18,063		0.5%
		Membership Interest (100%)(16)	3/31/2014			22,738		35,419		1.1%
						76,929		89,610		2.7%
First Tower Finance Company LLC(23)	Consumer Finance	Subordinated Term Loan to First Tower, LLC (10.00% plus 10.50% PIK, due 6/24/2024)(14)(46)	6/24/2014	272,170		272,170		272,170		8.2%
		Class A Units (95,709,910 units)(14)(16)	6/24/2014			81,146		205,788		6.2%
						353,316		477,958		14.4%
Freedom Marine Solutions, LLC(24)	Energy Equipment & Services	Membership Interest (100%)(16)	10/1/2009			43,892		14,120		0.4%
						43,892		14,120		0.4%
InterDent, Inc.(52)	Health Care Providers & Services	Senior Secured Term Loan A/B (2.75% (LIBOR + 0.25% with 0.75% LIBOR floor), due 9/5/2020)(13)	8/1/2018	14,000		14,000		14,000		0.4%
		Senior Secured Term Loan A (8.00% (LIBOR + 5.50% with 0.75% LIBOR floor), due 9/5/2020)(13)	8/3/2012	77,994		77,994		77,994		2.3%
		Senior Secured Term Loan B (16.00% PIK, due 9/5/2020)(46)	8/3/2012	111,598		111,598		111,598		3.4%
		Senior Secured Term Loan C (18.00% PIK, in non-accrual status effective 10/1/2018, due 9/5/2020)	3/22/2018	39,095		35,766		18,937		0.6%
		Senior Secured Term Loan D (1.00% PIK, in non-accrual status effective 10/1/2018, due 9/5/2020)	9/19/2018	5,027		5,001		—		—%
		Warrants (to purchase 99,900 shares of Common Stock, expires 9/19/2030)(16)	2/23/2018			—		—		—%
						244,359		222,529		6.7%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



				March 31, 2019 (Unaudited)
Portfolio Company	Industry	Investments(1)(44)	Acquisition Date(53)	Principal Value		Amortized Cost		Fair Value(2)		% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS

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

MITY, Inc.(25)	Commercial Services & Supplies	Senior Secured Note A (10.00% (LIBOR + 7.00% with 3.00% LIBOR floor), due 1/30/2020)(3)(11)	9/19/2013	$	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)	6/23/2014	25,918		25,918		18,039		0.5%
		Subordinated Unsecured Note to Broda Enterprises ULC (10.00%, due 1/1/2028)(14)	9/19/2013	5,515		7,057		—		—%
		Common Stock (42,053 shares)(16)	9/19/2013			6,849		—		—%
						66,074		44,289		1.3%
National Property REIT Corp.(26)	Equity Real Estate Investment Trusts (REITs) / Online Lending	Senior Secured Term Loan A (6.50% (LIBOR + 3.50% with 3.00% LIBOR floor) plus 5.00% PIK, due 12/31/2023)(11)(46)	12/31/2018	433,553		433,553		433,553		13.0%
		Senior Secured Term Loan B (5.00% (LIBOR + 2.00% with 3.00% LIBOR floor) plus 5.50% PIK, due 12/31/2023)(11)(46)	12/31/2018	172,000		172,000		172,000		5.2%
		Common Stock (3,110,101 shares)	12/31/2013			163,836		263,982		7.9%
		Residual Profit Interest (25% of Residual Profit)	12/31/2018			—		87,779		2.6%
						769,389		957,314		28.7%
Nationwide Loan Company LLC(27)	Consumer Finance	Senior Subordinated Term Loan to Nationwide Acceptance LLC (10.00% plus 10.00% PIK, due 6/18/2019)(14)(46)	6/18/2014	18,148		18,148		18,148		0.6%
		Class A Units (32,456,159 units)(14)(16)	1/31/2013			21,962		13,735		0.4%
						40,110		31,883		1.0%
NMMB, Inc.(28)	Media	Senior Secured Note (14.00%, due 5/6/2021)(3)	5/6/2011	3,714		3,714		3,714		0.1%
		Senior Secured Note to Armed Forces Communications, Inc. (14.00%, due 5/6/2021)(3)	6/12/2014	900		900		900		—%
		Series A Preferred Stock (7,200 shares)(16)	12/12/2013			7,200		11,432		0.4%
		Series B Preferred Stock (5,669 shares)(16)	12/12/2013			5,669		9,001		0.3%
						17,483		25,047		0.8%
Pacific World Corporation(40)	Personal Products	Revolving Line of Credit – $26,000 Commitment (9.75% (LIBOR + 7.25% with 1.00% LIBOR floor), due 9/26/2020)(13)(15)	9/26/2014	24,825		24,825		24,825		0.7%
		Senior Secured Term Loan A (7.75% PIK (LIBOR + 5.25% with 1.00% LIBOR floor), in non-accrual status effective 10/24/2018, due 9/26/2020)(13)	12/31/2014	99,214		96,000		99,214		3.0%
		Senior Secured Term Loan B (11.75% PIK (LIBOR + 9.25% with 1.00% LIBOR floor), in non-accrual status effective 5/21/2018, due 9/26/2020)(13)	12/31/2014	106,881		96,500		6,412		0.2%
		Convertible Preferred Equity (100,000 shares)(16)	6/15/2018			15,000		—		—%
		Common Stock (6,778,414 shares)(16)	9/29/2017			—		—		—%
						232,325		130,451		3.9%
R-V Industries, Inc.	Machinery	Senior Subordinated Note (11.61% (LIBOR + 9.00% with 1.00% LIBOR floor), due 3/31/2022)(3)(11)	6/12/2013	28,622		28,622		28,622		0.8%
		Common Stock (745,107 shares)(16)	6/26/2007			6,866		2,819		0.1%
						35,488		31,441		0.9%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



				March 31, 2019 (Unaudited)
Portfolio Company	Industry	Investments(1)(44)	Acquisition Date(53)	Principal Value		Amortized Cost		Fair Value(2)		% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS

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

Universal Turbine Parts, LLC(54)	Trading Companies & Distributors	Delayed Draw Term Loan – $5,000 Commitment (10.25% (LIBOR + 7.75% with 2.50% LIBOR floor), due 9/30/2020)(15)	2/28/2019	$	—	$	—	$	—	—%
		Senior Secured Term Loan A (8.56% (LIBOR + 5.75% with 1.00% LIBOR floor), due 7/22/2021)(11)	7/22/2016	30,875		30,875		30,080		0.9%
		Senior Secured Term Loan B (14.56% PIK (LIBOR + 11.75% with 1.00% LIBOR floor), in non-accrual status effective 7/1/2018, due 7/22/2021)(11)	7/22/2016	34,861		32,500		697		—%
		Common Stock (10,000 units)(16)	12/10/2018			—		—		—%
						63,375		30,777		0.9%
USES Corp.(30)	Commercial Services & Supplies	Senior Secured Term Loan A (9.00% PIK, in non-accrual status effective 4/1/2016, due 7/22/2020)	3/31/2014	43,134		35,101		14,631		0.4%
		Senior Secured Term Loan B (15.50% PIK, in non-accrual status effective 4/1/2016, due 7/22/2020)	3/31/2014	53,796		35,568		—		—%
		Common Stock (268,962 shares)(16)	6/15/2016			—		—		—%
						70,669		14,631		0.4%
Valley Electric Company, Inc.(31)	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)	12/31/2012	10,430		10,430		10,430		0.3%
		Senior Secured Note (8.00% plus 10.00% PIK, due 6/23/2024)(46)	6/24/2014	32,881		32,881		32,881		1.0%
		Consolidated Revenue Interest (2.0%)(38)	6/22/2018			—		3,095		0.1%
		Common Stock (50,000 shares)	12/31/2012			26,204		83,115		2.5%
						69,515		129,521		3.9%
Wolf Energy, LLC(32)	Energy Equipment & Services	Membership Interest (100%)(16)	7/1/2014			—		—		—%
		Membership Interest in Wolf Energy Services Company, LLC (100%)(16)	3/14/2017			3,896		—		—%
		Net Profits Interest (8% of Equity Distributions)(4)(16)	4/15/2013			—		14		—%
						3,896		14		—%
Total Control Investments (Level 3)						$	2,331,616	$	2,394,716	71.9%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



				March 31, 2019 (Unaudited)
Portfolio Company	Industry	Investments(1)(44)	Acquisition Date(53)	Principal Value		Amortized 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)	Diversified Consumer Services	Second Lien Revolving Credit Facility to Edmentum, Inc. – $7,834 Commitment (5.00% PIK, due 12/9/2021)(15)(46)	6/9/2015	$	7,608	$	7,608	$	7,608	0.2%
		Unsecured Senior PIK Note (8.50% PIK, due 12/9/2021)(46)	6/9/2015	8,020		8,020		8,020		0.2%
		Unsecured Junior PIK Note (10.00% PIK, in non-accrual status effective 1/1/2017, due 12/9/2021)	6/9/2015	37,997		23,829		18,402		0.6%
		Class A Units (370,964 units)(16)	6/9/2015			6,577		—		—%
						46,034		34,030		1.0%
Nixon, Inc.(39)	Textiles, Apparel & Luxury Goods	Common Stock (857 units)(16)	5/12/2017			—		—		—%
						—		—		—%
Targus Cayman HoldCo Limited(33)	Textiles, Apparel & Luxury Goods	Common Stock (7,383,395 shares)	5/24/2011			7,154		21,315		0.6%
						7,154		21,315		0.6%
United Sporting Companies, Inc.(18)	Distributors	Second Lien Term Loan (13.49% (LIBOR + 11.00% with 1.75% LIBOR floor) plus 2.00% PIK, in non-accrual status effective 4/1/2017, due 11/16/2019)(13)	9/28/2012	160,922		127,091		35,697		1.1%
		Common Stock (218,941 shares)(16)	5/2/2017			—		—		—%
						127,091		35,697		1.1%
Total Affiliate Investments (Level 3)						$	180,279	$	91,042	2.7%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



				March 31, 2019 (Unaudited)
Portfolio Company	Industry	Investments(1)(44)	Acquisition Date(53)	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)

8TH Avenue Food & Provisions, Inc.	Food Products	Second Lien Term Loan (10.24% (LIBOR + 7.75%), due 10/1/2026)(3)(8)(13)	10/10/2018	$	25,000	$	24,823	$	24,823	0.7%
						24,823		24,823		0.7%
ACE Cash Express, Inc.	Consumer Finance	Senior Secured Note (12.00%, due 12/15/2022)(8)(14)	12/15/2017	18,000		17,778		17,005		0.5%
						17,778		17,005		0.5%
AgaMatrix, Inc.	Health Care Equipment & Supplies	Senior Secured Term Loan (11.61% (LIBOR + 9.00% with 1.25% LIBOR floor), due 9/29/2022)(3)(11)	9/29/2017	34,510		34,510		33,260		1.0%
						34,510		33,260		1.0%
Apidos CLO IX	Structured Finance	Subordinated Structured Note (Residual Interest, current yield 0.00%, due 7/15/2023)(5)(14)(17)	7/11/2012	23,525		21		26		—%
						21		26		—%
Apidos CLO XI	Structured Finance	Subordinated Structured Note (Residual Interest, current yield 9.24%, due 10/17/2028)(5)(14)	1/17/2013	40,500		33,471		27,599		0.8%
						33,471		27,599		0.8%
Apidos CLO XII	Structured Finance	Subordinated Structured Note (Residual Interest, current yield 14.94%, due 4/15/2031)(5)(14)	4/18/2013	52,203		35,616		27,792		0.8%
						35,616		27,792		0.8%
Apidos CLO XV	Structured Finance	Subordinated Structured Note (Residual Interest, current yield 14.08%, due 4/21/2031)(5)(14)	10/16/2013	48,515		37,036		27,059		0.8%
						37,036		27,059		0.8%
Apidos CLO XXII	Structured Finance	Subordinated Structured Note (Residual Interest, current yield 10.49%, due 10/20/2027)(5)(6)(14)	10/14/2015	31,350		28,444		24,756		0.7%
						28,444		24,756		0.7%
Ark-La-Tex Wireline Services, LLC	Energy Equipment & Services	Escrow Receivable	4/8/2014			—		—		—%
						—		—		—%
Atlantis Health Care Group (Puerto Rico), Inc.	Health Care Providers & Services	Revolving Line of Credit – $6,000 Commitment (11.55% (LIBOR + 8.75% with 2.00% LIBOR floor), due 2/21/2020)(11)(15)	2/21/2013	4,000		4,000		3,948		0.1%
Atlantis Health Care Group (Puerto Rico), Inc.	Health Care Providers & Services	Senior Term Loan (11.55% (LIBOR + 8.75% with 2.00% LIBOR floor), due 2/21/2020)(3)(11)	2/21/2013	75,332		75,332		74,349		2.2%
						79,332		78,297		2.3%
Autodata, Inc./ Autodata Solutions, Inc.(9)	Software	Second Lien Term Loan (9.75% (LIBOR + 7.25%), due 12/12/2025)(3)(8)(13)	12/14/2017	6,000		5,975		6,000		0.2%
						5,975		6,000		0.2%
Barings CLO 2018-III (f/k/a Babson CLO Ltd. 2014-III)	Structured Finance	Subordinated Structured Note (Residual Interest, current yield 14.42%, due 7/20/2029)(5)(6)(14)	6/14/2018	83,098		50,992		42,441		1.3%
						50,992		42,441		1.3%
Broder Bros., Co.	Textiles, Apparel & Luxury Goods	Senior Secured Note (11.11% (LIBOR + 8.50% with 1.25% LIBOR floor), due 12/02/2022)(3)(11)	12/4/2017	194,226		194,226		194,226		5.8%
						194,226		194,226		5.8%
Brookside Mill CLO Ltd.	Structured Finance	Subordinated Structured Note (Residual Interest, current yield 9.69%, due 1/17/2028)(5)(14)	5/23/2013	36,300		18,690		13,968		0.4%
						18,690		13,968		0.4%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



				March 31, 2019 (Unaudited)
Portfolio Company	Industry	Investments(1)(44)	Acquisition Date(53)	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.)	Structured Finance	Subordinated Structured Note (Residual Interest, current yield 9.07%, due 10/16/2028)(5)(14)	5/8/2012	$	58,915	$	41,754	$	34,054	1.0%
						41,754		34,054		1.0%
Candle-Lite Company, LLC	Household Products	Senior Secured Term Loan A (8.13% (LIBOR + 5.50% with 1.25% LIBOR floor), due 1/23/2023)(3)(11)	1/23/2018	12,250		12,250		12,189		0.4%
Candle-Lite Company, LLC	Household Products	Senior Secured Term Loan B (12.13% (LIBOR + 9.50% with 1.25% LIBOR floor), due 1/23/2023)(3)(11)	1/23/2018	12,500		12,500		12,500		0.4%
						24,750		24,689		0.8%
Capstone Logistics Acquisition, Inc.	Commercial Services & Supplies	Second Lien Term Loan (10.75% (LIBOR + 8.25% with 1.00% LIBOR floor), due 10/7/2022)(3)(8)(13)	10/7/2014	101,030		100,732		101,030		3.0%
						100,732		101,030		3.0%
Carlyle C17 CLO Limited (f/k/a Cent CLO 17 Limited)	Structured Finance	Subordinated Structured Note (Residual Interest, current yield 21.77%, due 4/30/2031)(5)(14)	5/10/2018	24,870		14,423		12,709		0.4%
						14,423		12,709		0.4%
Carlyle Global Market Strategies CLO 2014-4-R, Ltd.	Structured Finance	Subordinated Structured Note (Residual Interest, current yield 22.15%, due 7/15/2030)(5)(6)(14)	6/29/2018	25,534		16,941		18,770		0.6%
						16,941		18,770		0.6%
Carlyle Global Market Strategies CLO 2016-3, Ltd.	Structured Finance	Subordinated Structured Note (Residual Interest, current yield 16.72%, due 10/20/2029)(5)(6)(14)	9/13/2016	32,200		33,708		28,846		0.9%
						33,708		28,846		0.9%
CCPI Inc.(19)	Electronic Equipment, Instruments & Components	Escrow Receivable	2/28/2019			—		2,192		0.1%
						—		2,192		0.1%
CCS-CMGC Holdings, Inc.	Health Care Providers & Services	Second Lien Term Loan (11.50% (LIBOR + 9.00%), due 10/1/2026)(3)(8)(13)	10/12/2018	35,000		34,340		33,688		1.0%
						34,340		33,688		1.0%
Cent CLO 21 Limited	Structured Finance	Subordinated Structured Note (Residual Interest, current yield 17.44%, due 7/27/2030)(5)(6)(14)	6/18/2014	49,552		37,983		30,930		0.9%
						37,983		30,930		0.9%
Cent CLO 21 Limited	Structured Finance	Rated Secured Structured Note (11.92% (LIBOR + 8.65%), due 7/27/2030)(6)(11)(14)(37)	7/27/2018	10,591		9,999		10,750		0.3%
						9,999		10,750		0.3%
Centerfield Media Holding Company(35)	IT Services	Senior Secured Term Loan A (9.81% (LIBOR + 7.00% with 2.00% LIBOR floor), due 1/17/2022)(3)(11)	1/17/2017	74,451		74,451		74,451		2.2%
Centerfield Media Holding Company(35)	IT Services	Senior Secured Term Loan B (15.31% (LIBOR + 12.50% with 2.00% LIBOR floor), due 1/17/2022)(11)	1/17/2017	78,100		78,100		78,100		2.4%
						152,551		152,551		4.6%
CIFC Funding 2013-III-R, Ltd. (f/k/a CIFC Funding 2013-III, Ltd.)	Structured Finance	Subordinated Structured Note (Residual Interest, current yield 15.38%, due 4/24/2031)(5)(14)	4/5/2018	44,100		29,369		25,437		0.8%
						29,369		25,437		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, 2019 (Unaudited)
Portfolio Company	Industry	Investments(1)(44)	Acquisition Date(53)	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.	Structured Finance	Subordinated Structured Note (Residual Interest, current yield 17.09%, due 4/28/2031)(5)(14)	11/14/2013	$	45,500	$	32,365	$	27,655	0.8%
						32,365		27,655		0.8%
CIFC Funding 2014-IV-R, Ltd.	Structured Finance	Subordinated Structured Note (Residual Interest, current yield 14.88%, due 10/17/2030)(5)(6)(14)	9/3/2014	44,467		30,424		24,138		0.7%
						30,424		24,138		0.7%
CIFC Funding 2014-V, Ltd.	Structured Finance	Rated Secured Structured Note (11.31% (LIBOR + 8.50%), due 10/17/2031)(6)(11)(14)(37)	9/27/2018	10,250		9,962		10,349		0.3%
						9,962		10,349		0.3%
CIFC Funding 2016-I, Ltd.	Structured Finance	Subordinated Structured Note (Residual Interest, current yield 14.50%, due 10/21/2028)(5)(6)(14)	12/21/2016	34,000		31,258		29,384		0.9%
						31,258		29,384		0.9%
Cinedigm DC Holdings, LLC	Entertainment	Senior Secured Term Loan (11.63% (LIBOR + 9.00% with 2.00% LIBOR floor) plus 2.50% PIK, due 3/31/2021)(11)(46)	2/28/2013	20,627		20,577		20,627		0.6%
						20,577		20,627		0.6%
Class Valuation, LLC (f/k/a Class Appraisal, LLC)	Real Estate Management & Development	Revolving Line of Credit – $1,500 Commitment (10.86% (LIBOR + 8.25% with 1.50% LIBOR floor), due 3/12/2020)(11)(15)	3/12/2018	—		—		—		—%
Class Valuation, LLC (f/k/a Class Appraisal, LLC)	Real Estate Management & Development	Senior Secured Term Loan (10.86% (LIBOR + 8.25% with 1.50% LIBOR floor), due 3/10/2023)(3)(11)	3/12/2018	41,160		41,160		41,160		1.2%
						41,160		41,160		1.2%
Columbia Cent CLO 27 Limited	Structured Finance	Rated Secured Structured Note (11.12% (LIBOR + 8.29%), due 10/25/2028)(11)(14)(37)	10/25/2018	7,450		7,237		7,480		0.2%
						7,237		7,480		0.2%
Columbia Cent CLO 27 Limited	Structured Finance	Subordinated Structured Note (Residual Interest, current yield 18.68%, due10/25/2028)(5)(14)	1/15/2014	40,275		22,735		25,977		0.8%
						22,735		25,977		0.8%
Coverall North America, Inc.	Commercial Services & Supplies	Senior Secured Term Loan A (8.81% (LIBOR + 6.00% with 1.00% LIBOR floor), due 11/02/2020)(3)(11)	11/2/2015	11,787		11,787		11,787		0.4%
Coverall North America, Inc.	Commercial Services & Supplies	Senior Secured Term Loan B (13.81% (LIBOR + 11.00% with 1.00% LIBOR floor), due 11/02/2020)(3)(11)	11/2/2015	23,813		23,813		23,813		0.7%
						35,600		35,600		1.1%
CP VI Bella Midco	IT Services	Second Lien Term Loan (9.25% (LIBOR + 6.75%), due 12/29/2025)(3)(8)(13)	12/28/2017	11,500		11,487		11,487		0.3%
						11,487		11,487		0.3%
Digital Room, LLC	Commercial Services & Supplies	First Lien Term Loan (7.50% (LIBOR + 5.00% with 1.00% LIBOR floor), due 12/29/2023)(3)(8)(13)	2/9/2018	9,875		9,795		9,875		0.3%
Digital Room, LLC	Commercial Services & Supplies	Second Lien Term Loan (11.25% (LIBOR + 8.75% with 1.00% LIBOR floor), due 12/29/2024)(3)(8)(13)	2/8/2018	57,100		56,389		57,100		1.7%
						66,184		66,975		2.0%
Dunn Paper, Inc.	Paper & Forest Products	Second Lien Term Loan (11.25% (LIBOR + 8.75% with 1.00% LIBOR floor), due 8/26/2023)(3)(8)(13)	10/7/2016	11,500		11,353		11,353		0.3%
						11,353		11,353		0.3%
Dynatrace, LLC	Software	Second Lien Term Loan (9.50% (LIBOR + 7.00%), due 8/23/2026)(3)(8)(13)	8/23/2018	2,735		2,728		2,734		0.1%
						2,728		2,734		0.1%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



				March 31, 2019 (Unaudited)
Portfolio Company	Industry	Investments(1)(44)	Acquisition Date(53)	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)

Easy Gardener Products, Inc.	Household Durables	Senior Secured Term Loan (12.81% (LIBOR + 10.00% with 0.25% LIBOR floor), due 09/30/2020)(3)(11)	10/2/2015	$	16,056	$	16,056	$	14,765	0.4%
						16,056		14,765		0.4%
Engine Group, Inc.(7)	Media	Senior Secured Term Loan (7.60% (LIBOR + 5.00% with 1.00% LIBOR floor), due 9/15/2022)(8)(11)	9/25/2017	4,391		4,391		3,954		0.1%
Engine Group, Inc.(7)	Media	Second Lien Term Loan (11.60% (LIBOR + 9.00% with 1.00% LIBOR floor), due 9/15/2023)(3)(8)(11)	9/25/2017	35,000		35,000		28,407		0.9%
						39,391		32,361		1.0%
EXC Holdings III Corp	Technology Hardware, Storage & Peripherals	Second Lien Term Loan (10.31% (LIBOR + 7.50% with 1.00% LIBOR floor), due 12/01/2025)(3)(8)(11)	12/5/2017	12,500		12,396		12,396		0.4%
						12,396		12,396		0.4%
Galaxy XV CLO, Ltd.	Structured Finance	Subordinated Structured Note (Residual Interest, current yield 12.31%, due 10/15/2030)(5)(14)	3/14/2013	50,525		35,806		28,328		0.9%
						35,806		28,328		0.9%
Galaxy XXVII CLO, Ltd. (f/k/a Galaxy XVI CLO, Ltd.)	Structured Finance	Subordinated Structured Note (Residual Interest, current yield 11.50%, due 5/16/2031)(5)(14)	4/17/2018	24,575		16,735		13,062		0.4%
						16,735		13,062		0.4%
Galaxy XXVIII CLO, Ltd. (f/k/a Galaxy XVII CLO, Ltd.)	Structured Finance	Subordinated Structured Note (Residual Interest, current yield 10.99%, due 7/15/2031)(5)(6)(14)	6/27/2014	39,905		29,748		20,516		0.6%
						29,748		20,516		0.6%
Galaxy XXVIII CLO, Ltd.	Structured Finance	Rated Secured Structured Note (11.96% (LIBOR + 8.48%), due 7/15/2031)(6)(11)(14)(37)	7/16/2018	6,658		6,187		6,784		0.2%
						6,187		6,784		0.2%
Global Tel*Link Corporation	Diversified Telecommunication Services	Second Lien Term Loan (10.75% (LIBOR + 8.25%), due 11/29/2026)(3)(8)(13)	12/4/2018	26,750		26,296		26,296		0.8%
						26,296		26,296		0.8%
GlobalTranz Enterprises, Inc.	Air Freight & Logistics	Second Lien Term Loan (10.50% (LIBOR + 8.00%), due 10/16/2026)(3)(8)(13)	10/25/2018	12,500		12,322		12,704		0.4%
						12,322		12,704		0.4%
H.I.G. ECI Merger Sub, Inc.	IT Services	Senior Secured Term Loan A (8.31% (LIBOR + 5.50% with 1.50% LIBOR floor), due 5/31/2023)(3)(11)	5/31/2018	44,352		44,352		44,352		1.3%
H.I.G. ECI Merger Sub, Inc.	IT Services	Senior Secured Term Loan B (13.31% (LIBOR + 10.50% with 1.50% LIBOR floor), due 5/31/2023)(3)(11)	5/31/2018	29,900		29,900		29,416		0.9%
						74,252		73,768		2.2%
Halcyon Loan Advisors Funding 2012-1 Ltd.	Structured Finance	Subordinated Structured Note (Residual Interest, current yield 0.00%, due 8/15/2023)(5)(14)(17)	8/21/2012	23,188		3,804		564		—%
						3,804		564		—%
Halcyon Loan Advisors Funding 2013-1 Ltd.	Structured Finance	Subordinated Structured Note (Residual Interest, current yield 0.00%, due 4/15/2025)(5)(14)(17)	3/28/2013	40,400		20,218		8,841		0.3%
						20,218		8,841		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, 2019 (Unaudited)
Portfolio Company	Industry	Investments(1)(44)	Acquisition Date(53)	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.	Structured Finance	Subordinated Structured Note (Residual Interest, current yield 0.00%, due 4/18/2026)(5)(14)(17)	3/6/2014	$	24,500	$	12,130	$	5,446	0.2%
						12,130		5,446		0.2%
Halcyon Loan Advisors Funding 2014-2 Ltd.	Structured Finance	Subordinated Structured Note (Residual Interest, current yield 0.00%, due 4/28/2025)(5)(6)(14)(17)	4/28/2014	41,164		21,322		5,847		0.2%
						21,322		5,847		0.2%
Halcyon Loan Advisors Funding 2015-3 Ltd.	Structured Finance	Subordinated Structured Note (Residual Interest, current yield 16.33%, due 10/18/2027)(5)(6)(14)	9/3/2015	39,598		33,354		29,922		0.9%
						33,354		29,922		0.9%
Halyard MD OPCO, LLC	Media	Revolving Line of Credit – $2,000 Commitment (10.61% (LIBOR + 8.00%), due 2/6/2020)(11)(15)	8/6/2018	—		—		—		—%
Halyard MD OPCO, LLC	Media	First Lien Term Loan (10.61% (LIBOR + 8.00% with 2.00% LIBOR floor), due 8/6/2023)(3)(11)	8/6/2018	11,700		11,700		11,700		0.4%
						11,700		11,700		0.4%
Harbortouch Payments, LLC	Commercial Services & Supplies	Escrow Receivable	3/31/2014	—		—		1,008		—%
						—		1,008		—%
HarbourView CLO VII-R, Ltd. (f/k/a HarbourView CLO VII, Ltd.)	Structured Finance	Subordinated Structured Note (Residual Interest, current yield 20.98%, due 7/18/2031)(5)(6)(14)	6/10/2015	19,025		13,469		12,512		0.4%
						13,469		12,512		0.4%
Help/Systems Holdings, Inc.	Software	Second Lien Term Loan (10.25% (LIBOR + 7.75%), due 3/27/2026)(3)(8)(13)	4/17/2018	12,499		12,455		12,455		0.4%
						12,455		12,455		0.4%
Ingenio, LLC	Interactive Media & Services	Senior Secured Term Loan (10.11% (LIBOR + 7.50% with 1.25% LIBOR floor), due 9/26/2022)(3)(8)(11)	9/25/2017	9,647		9,647		9,647		0.3%
						9,647		9,647		0.3%
Inpatient Care Management Company, LLC	Health Care Providers & Services	Senior Secured Term Loan (10.81% (LIBOR + 8.00% with 1.00% LIBOR floor), due 6/8/2021)(3)(11)	6/8/2016	19,583		19,583		19,583		0.6%
						19,583		19,583		0.6%
Janus International Group, LLC	Building Products	Second Lien Term Loan (10.25% (LIBOR + 7.75% with 1.00% LIBOR floor), due 2/12/2026)(3)(8)(13)	2/22/2018	20,000		19,836		19,836		0.6%
						19,836		19,836		0.6%
JD Power and Associates	Capital Markets	Second Lien Term Loan (11.00% (LIBOR + 8.50% with 1.00% LIBOR floor), due 9/7/2024)(3)(8)(13)	9/16/2016	25,222		25,079		25,222		0.8%
						25,079		25,222		0.8%
Jefferson Mill CLO Ltd.	Structured Finance	Subordinated Structured Note (Residual Interest, current yield 13.79%, due 10/20/2031)(5)(6)(14)	7/28/2015	23,594		18,190		12,859		0.4%
						18,190		12,859		0.4%
K&N Parent, Inc.	Auto Components	Second Lien Term Loan (11.25% (LIBOR + 8.75% with 1.00% LIBOR floor), due 10/21/2024)(3)(8)(13)	10/20/2016	25,887		25,430		25,430		0.8%
						25,430		25,430		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, 2019 (Unaudited)
Portfolio Company	Industry	Investments(1)(44)	Acquisition Date(53)	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)	Health Care Providers & Services	Second Lien Term Loan (11.85% (LIBOR + 9.25% with 1.00% LIBOR floor), due 5/1/2025)(3)(8)(11)	5/18/2017	$	50,000	$	50,000	$	50,000	1.5%
						50,000		50,000		1.5%
LCM XIV Ltd.	Structured Finance	Subordinated Structured Note (Residual Interest, current yield 15.00%, due 7/21/2031)(5)(14)	7/11/2013	49,934		27,462		22,665		0.7%
						27,462		22,665		0.7%
Madison Park Funding IX, Ltd.	Structured Finance	Subordinated Structured Note (Residual Interest, current yield 0.00%, due 8/15/2022)(5)(14)(17)	7/18/2012	43,110		1,958		1,261		—%
						1,958		1,261		—%
MedMark Services, Inc.(51)	Health Care Providers & Services	Second Lien Term Loan (10.74% (LIBOR + 8.25% with 1.00% LIBOR floor), due 3/1/2025)(3)(8)(13)	3/16/2018	7,000		6,940		6,940		0.2%
						6,940		6,940		0.2%
Memorial MRI & Diagnostic, LLC	Health Care Providers & Services	Senior Secured Term Loan (11.11% (LIBOR + 8.50% with 1.00% LIBOR floor), due 3/16/2022)(3)(11)	3/16/2017	36,355		36,355		36,355		1.1%
						36,355		36,355		1.1%
Mobile Posse, Inc.	Media	First Lien Term Loan (11.11% (LIBOR + 8.50% with 2.00% LIBOR floor), due 4/3/2023)(3)(11)	4/3/2018	26,800		26,800		26,800		0.8%
						26,800		26,800		0.8%
Mountain View CLO 2013-I Ltd.	Structured Finance	Subordinated Structured Note (Residual Interest, current yield 11.83%, due 10/15/2030)(5)(14)	5/1/2013	43,650		29,083		21,543		0.6%
						29,083		21,543		0.6%
Mountain View CLO IX Ltd.	Structured Finance	Subordinated Structured Note (Residual Interest, current yield 20.60%, due 7/15/2031)(5)(6)(14)	6/25/2015	47,830		29,321		32,900		1.0%
						29,321		32,900		1.0%
MRP Holdco, Inc.	Professional Services	Senior Secured Term Loan A (7.50% (LIBOR + 5.00% with 1.50% LIBOR floor), due 4/17/2024)(3)(13)	4/17/2018	54,237		54,237		54,237		1.6%
MRP Holdco, Inc.	Professional Services	Senior Secured Term Loan B (11.50% (LIBOR + 9.00% with 1.50% LIBOR floor), due 4/17/2024)(13)	4/17/2018	55,000		55,000		55,000		1.7%
						109,237		109,237		3.3%
Octagon Investment Partners XV, Ltd.	Structured Finance	Subordinated Structured Note (Residual Interest, current yield 13.18%, due 7/19/2030)(5)(14)	2/20/2013	42,064		32,925		26,332		0.8%
						32,925		26,332		0.8%
Octagon Investment Partners 18-R Ltd. (f/k/a Octagon Investment Partners XVIII, Ltd.)	Structured Finance	Subordinated Structured Note (Residual Interest, current yield 17.89%, due 4/16/2031)(5)(6)(14)	8/17/2015	46,016		27,341		24,837		0.7%
						27,341		24,837		0.7%
Pearl Intermediate Parent LLC	Health Care Providers & Services	Second Lien Term Loan (8.74% (LIBOR + 6.25%), due 2/15/2026)(3)(8)(13)	2/28/2018	5,000		4,978		4,978		0.1%
						4,978		4,978		0.1%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



				March 31, 2019 (Unaudited)
Portfolio Company	Industry	Investments(1)(44)	Acquisition Date(53)	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)

PeopleConnect Intermediate, LLC (f/k/a Intelius, Inc.)	Interactive Media & Services	Revolving Line of Credit – $1,000 Commitment (12.30% (LIBOR + 9.50% with 1.00% LIBOR floor), due 7/1/2020)(11)(15)	7/1/2015	$	500	$	500	$	500	—%
		Senior Secured Term Loan A (9.30% (LIBOR + 6.50% with 1.00% LIBOR floor), due 7/1/2020)(3)(11)	7/1/2015	18,190		18,190		18,190		0.6%
		Senior Secured Term Loan B (15.30% (LIBOR + 12.50% with 1.00% LIBOR floor), due 7/1/2020)(3)(11)	7/1/2015	19,844		19,844		19,844		0.6%
						38,534		38,534		1.2%
PGX Holdings, Inc.	Diversified Consumer Services	Second Lien Term Loan (11.50% (LIBOR + 9.00% with 1.00% LIBOR floor), due 9/29/2021)(3)(13)	9/29/2014	100,091		100,091		98,590		3.0%
						100,091		98,590		3.0%
Photonis Technologies SAS	Electronic Equipment, Instruments & Components	First Lien Term Loan (10.00% (LIBOR + 7.50% with 1.00% LIBOR floor), due 9/18/2019)(3)(8)(13)(14)	9/10/2013	12,872		12,736		12,872		0.4%
						12,736		12,872		0.4%
PlayPower, Inc.	Leisure Products	Second Lien Term Loan (11.25% (LIBOR + 8.75% with 1.00% LIBOR floor), due 6/23/2022)(3)(8)(13)	6/23/2015	11,000		10,922		10,968		0.3%
						10,922		10,968		0.3%
Research Now Group, Inc. & Survey Sampling International LLC	Professional Services	First Lien Term Loan (8.00% (LIBOR + 5.50% with 1.00% LIBOR floor), due 12/20/2024)(3)(8)(13)	1/5/2018	9,875		9,447		9,875		0.3%
		Second Lien Term Loan (12.00% (LIBOR + 9.50% with 1.00% LIBOR floor), due 12/20/2025)(3)(8)(13)	1/5/2018	50,000		47,068		49,955		1.5%
						56,515		59,830		1.8%
RGIS Services, LLC	Commercial Services & Supplies	Senior Secured Term Loan (10.24% (LIBOR + 7.50% with 1.00% LIBOR floor), due 3/31/2023)(3)(8)(11)	4/20/2017	6,786		6,759		5,997		0.2%
		Senior Secured Term Loan (10.00% (LIBOR + 7.50% with 1.00% LIBOR floor), due 3/31/2023)(3)(8)(13)	4/20/2017	8,278		8,245		7,315		0.2%
						15,004		13,312		0.4%
RME Group Holding Company	Media	Senior Secured Term Loan A (8.61% (LIBOR + 6.00% with 1.00% LIBOR floor), due 5/4/2022)(3)(11)	5/4/2017	29,383		29,383		29,294		0.9%
		Senior Secured Term Loan B (13.61% (LIBOR + 11.00% with 1.00% LIBOR floor), due 5/4/2022)(3)(11)	5/4/2017	22,861		22,861		22,861		0.7%
						52,244		52,155		1.6%
Rocket Software, Inc.	Software	Second Lien Term Loan (10.75% (LIBOR + 8.25%), due 11/27/2026)(3)(8)(13)	12/7/2018	50,000		49,521		50,000		1.5%
						49,521		50,000		1.5%
Romark WM-R Ltd. (f/k/a Washington Mill CLO Ltd.)	Structured Finance	Subordinated Structured Note (Residual Interest, current yield 13.78%, due 4/20/2031)(5)(6)(14)	5/15/2014	27,725		22,516		16,671		0.5%
						22,516		16,671		0.5%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



				March 31, 2019 (Unaudited)
Portfolio Company	Industry	Investments(1)(44)	Acquisition Date(53)	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)

Rosa Mexicano	Hotels, Restaurants & Leisure	Revolving Line of Credit – $2,500 Commitment (10.11% (LIBOR + 7.50% with 1.50% LIBOR floor), due 3/29/2023(11)(15)	3/29/2018	$	—	$	—	$	—	—%
		Senior Secured Term Loan (10.11% (LIBOR + 7.50% with 1.50% LIBOR floor), due 3/29/2023(3)(11)	3/29/2018	28,363		28,363		28,363		0.9%
						28,363		28,363		0.9%
SCS Merger Sub, Inc.	IT Services	Second Lien Term Loan (12.00% (LIBOR + 9.50% with 1.00% LIBOR floor), due 10/30/2023)(3)(8)(13)	11/6/2015	20,000		19,661		20,000		0.6%
						19,661		20,000		0.6%
Securus Technologies Holdings, Inc.	Communications Equipment	Second Lien Term Loan (10.75% (LIBOR + 8.25% with 1.00% LIBOR floor), due 11/01/2025)(3)(8)(13)	11/3/2017	50,662		50,497		50,497		1.5%
						50,497		50,497		1.5%
SEOTownCenter, Inc.	IT Services	Senior Secured Term Loan A (10.11% (LIBOR + 7.50% with 2.00% LIBOR floor), due 4/07/2023)(3)(11)	4/10/2018	26,500		26,500		26,500		0.8%
		Senior Secured Term Loan B (15.11% (LIBOR + 12.50% with 2.00% LIBOR floor), due 4/07/2023)(3)(11)	4/10/2018	19,000		19,000		19,000		0.6%
						45,500		45,500		1.4%
SESAC Holdco II LLC	Entertainment	Second Lien Term Loan (9.75% (LIBOR + 7.25% with 1.00% LIBOR floor), due 2/23/2025)(3)(8)(13)	3/2/2017	8,000		7,953		7,953		0.2%
						7,953		7,953		0.2%
SMG US Midco	Hotels, Restaurants & Leisure	Second Lien Term Loan (9.50% (LIBOR + 7.00%), due 1/23/2026)(3)(8)(13)	1/23/2018	7,500		7,484		7,484		0.2%
						7,484		7,484		0.2%
Spartan Energy Services, Inc.	Energy Equipment & Services	Senior Secured Term Loan A (10.49% (LIBOR + 8.00% with 1.00% LIBOR floor), due 4/15/2019)(13)	10/20/2014	13,156		13,156		13,103		0.4%
		Senior Secured Term Loan B (16.49% PIK (LIBOR + 14.00% with 1.00% LIBOR floor), due 4/15/2019)(13)(46)	10/20/2014	20,372		20,372		20,210		0.6%
						33,528		33,313		1.0%
Spectrum Holdings III Corp	Health Care Equipment & Supplies	Second Lien Term Loan (9.50% (LIBOR + 7.00% with 1.00% LIBOR floor), due 1/31/2026)(3)(8)(13)	1/31/2018	7,500		7,468		7,202		0.2%
						7,468		7,202		0.2%
Strategic Materials	Household Durables	Second Lien Term Loan (10.49% (LIBOR + 7.75% with 1.00% LIBOR floor), due 11/1/2025)(3)(8)(11)	11/1/2017	7,000		6,942		5,634		0.2%
						6,942		5,634		0.2%
Stryker Energy, LLC	Energy Equipment & Services	Overriding Royalty Interests(43)	12/4/2006			—		—		—%
						—		—		—%
Sudbury Mill CLO Ltd.	Structured Finance	Subordinated Structured Note (Residual Interest, current yield 6.72%, due 1/17/2026)(5)(14)	12/5/2013	28,200		15,711		13,262		0.4%
						15,711		13,262		0.4%
Symphony CLO XIV Ltd.	Structured Finance	Subordinated Structured Note (Residual Interest, current yield 0.00%, due 7/14/2026)(5)(6)(14)(17)	5/29/2014	49,250		31,890		20,762		0.6%
						31,890		20,762		0.6%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



				March 31, 2019 (Unaudited)
Portfolio Company	Industry	Investments(1)(44)	Acquisition Date(53)	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)

Symphony CLO XV, Ltd.	Structured Finance	Subordinated Structured Note (Residual Interest, current yield 12.76%, due 1/17/2032)(5)(14)	11/17/2014	$	63,831	$	42,785	$	21,959	0.7%
						42,785		21,959		0.7%
Symphony CLO XV, Ltd.	Structured Finance	Rated Secured Structured Note (11.83% (LIBOR + 8.68%), due 1/17/2032)(11)(14)(37)	12/24/2018	12,000		11,398		12,157		0.4%
						11,398		12,157		0.4%
TGP HOLDINGS III LLC	Household Durables	Second Lien Term Loan (11.10% (LIBOR + 8.50% with 1.00% LIBOR floor), due 9/25/2025)(8)(11)	10/3/2017	3,000		2,963		2,963		0.1%
						2,963		2,963		0.1%
TouchTunes Interactive Networks, Inc.	Entertainment	Second Lien Term Loan (10.73% (LIBOR + 8.25% with 1.00% LIBOR floor), due 5/29/2022)(3)(8)(13)	5/29/2015	14,000		13,940		14,000		0.4%
						13,940		14,000		0.4%
Town & Country Holdings, Inc.	Distributors	First Lien Term Loan (11.11% (LIBOR + 8.50% with 1.50% LIBOR floor), due 1/26/2023)(3)(11)	1/26/2018	173,274		173,274		173,274		5.2%
						173,274		173,274		5.2%
Transplace Holdings, Inc.	Transportation Infrastructure	Second Lien Term Loan (11.23% (LIBOR + 8.75% with 1.00% LIBOR floor), due 10/6/2025)(3)(8)(13)	10/5/2017	28,104		27,557		28,104		0.8%
						27,557		28,104		0.8%
Turning Point Brands, Inc.(42)	Tobacco	Second Lien Term Loan (9.48% (LIBOR + 7.00%), due 3/7/2024)(3)(8)(13)	2/17/2017	14,500		14,412		14,500		0.4%
						14,412		14,500		0.4%
Universal Fiber Systems, LLC	Textiles, Apparel & Luxury Goods	Second Lien Term Loan (12.00% (LIBOR + 9.50% with 1.00% LIBOR floor), due 10/02/2022)(3)(8)(13)	10/2/2015	37,000		36,631		36,631		1.1%
						36,631		36,631		1.1%
USG Intermediate, LLC	Leisure Products	Revolving Line of Credit – $2,000 Commitment (11.75% (LIBOR + 9.25% with 1.00% LIBOR floor), due 8/24/2019)(13)(15)	4/15/2015	1,500		1,500		1,500		—%
		Senior Secured Term Loan A (9.25% (LIBOR + 6.75% with 1.00% LIBOR floor), due 8/24/2022)(3)(13)	4/15/2015	8,072		8,072		8,072		0.3%
		Senior Secured Term Loan B (14.25% (LIBOR + 11.75% with 1.00% LIBOR floor), due 8/24/2022)(3)(13)	4/15/2015	19,747		19,747		19,747		0.6%
		Equity(16)	4/15/2015	—		1		—		—%
						29,320		29,319		0.9%
UTZ Quality Foods, LLC	Food Products	Second Lien Term Loan (9.75% (LIBOR + 7.25%), due 11/21/2025)(3)(8)(13)	11/21/2017	10,000		9,896		9,995		0.3%
						9,896		9,995		0.3%
VC GB Holdings, Inc.	Household Durables	Subordinated Secured Term Loan (10.50% (LIBOR + 8.00% with 1.00% LIBOR floor), due 2/28/2025)(3)(8)(13)	2/28/2017	14,433		14,197		14,433		0.4%
						14,197		14,433		0.4%
Venio LLC	Professional Services	Second Lien Term Loan (4.00% plus 10.31% PIK (LIBOR + 7.50% with 2.50% LIBOR floor), due 2/19/2020)(11)(46)	2/19/2014	23,762		21,290		21,750		0.7%
						21,290		21,750		0.7%
Voya CLO 2012-2, Ltd.	Structured Finance	Subordinated Structured Note (Residual Interest, current yield 0.00%, due 10/15/2022)(5)(14)(17)	8/28/2012	38,070		450		584		—%
						450		584		—%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



				March 31, 2019 (Unaudited)
Portfolio Company	Industry	Investments(1)(44)	Acquisition Date(53)	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 2012-3, Ltd.	Structured Finance	Subordinated Structured Note (Residual Interest, current yield 0.00%, due 10/15/2022)(5)(14)(17)	10/18/2012	$	46,632	$	—	$	583	—%
						—		583		—%
Voya CLO 2012-4, Ltd.	Structured Finance	Subordinated Structured Note (Residual Interest, current yield 12.11%, due 10/16/2028)(5)(14)	11/29/2012	40,613		31,067		28,286		0.8%
						31,067		28,286		0.8%
Voya CLO 2014-1, Ltd.	Structured Finance	Subordinated Structured Note (Residual Interest, current yield 14.88%, due 4/18/2031)(5)(6)(14)	3/13/2014	40,773		29,600		23,454		0.7%
						29,600		23,454		0.7%
Voya CLO 2016-3, Ltd.	Structured Finance	Subordinated Structured Note (Residual Interest, current yield 13.76%, due 10/20/2031)(5)(6)(14)	10/27/2016	28,100		27,366		23,356		0.7%
						27,366		23,356		0.7%
Voya CLO 2017-3, Ltd.	Structured Finance	Subordinated Structured Note (Residual Interest, current yield 13.35%, due 7/20/2030)(5)(6)(14)	7/12/2017	44,885		49,652		43,235		1.3%
						49,652		43,235		1.3%
VT Topco, Inc.	Commercial Services & Supplies	Second Lien Term Loan (9.60% (LIBOR + 7.00%), due 8/17/2026)(3)(8)(11)	8/23/2018	7,000		6,968		6,968		0.2%
						6,968		6,968		0.2%
Wink Holdco, Inc.	Insurance	Second Lien Term Loan (9.25% (LIBOR + 6.75% with 1.00% LIBOR floor), due 12/1/2025)(3)(8)(13)	12/1/2017	3,000		2,988		2,945		0.1%
						2,988		2,945		0.1%
	Total Non-Control/Non-Affiliate Investments (Level 3)					$	3,437,174	$	3,214,915	96.5%

		Total Portfolio Investments (Level 3)				$	5,949,069	$	5,700,673	171.1%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



				June 30, 2018
Portfolio Company	Locale / Industry	Investments(1)(45)	Acquisition Date (53)	Principal Value		Amortized Cost		Fair Value(2)		% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS

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

CCPI Inc.(19)	Ohio / Electronic Equipment, Instruments & Components	Senior Secured Term Loan A (10.00%, due 12/31/2020)(3)	12/13/2012	$	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)	12/13/2012	17,819		17,819		17,819		0.5%
		Common Stock (14,857 shares)(16)	12/13/2012			6,759		15,056		0.4%
						27,459		35,756		1.0%
CP Energy Services Inc.(20)	Oklahoma / Energy Equipment & Services	Senior Secured Term Loan (13.31% (LIBOR + 11.00% with 1.00% LIBOR floor), due 12/29/2022)(11)	12/29/2017	35,048		35,048		35,048		1.0%
		Series B Convertible Preferred Stock (16.00%, 790 shares)(16)	10/30/2015			63,225		63,225		1.9%
		Common Stock (102,924 shares)(16)	8/2/2013			81,203		24,988		0.7%
						179,476		123,261		3.6%
Credit Central Loan Company, LLC(21)	South Carolina / Consumer Finance	Subordinated Term Loan (10.00% plus 10.00% PIK, due 6/26/2024)(14)(46)	6/24/2014	51,855		47,496		51,855		1.5%
		Class A Units (10,640,642 units)(14)(16)	6/24/2014			13,731		23,196		0.7%
		Net Revenues Interest (25% of Net Revenues)(14)(16)	1/28/2015			—		1,626		0.1%
						61,227		76,677		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)	3/31/2014	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)	12/9/2016	16,044		16,044		16,044		0.5%
		Membership Interest (100%)(16)	3/31/2014			22,738		35,179		1.0%
						69,837		82,278		2.4%
First Tower Finance Company LLC(23)	Mississippi / Consumer Finance	Subordinated Term Loan to First Tower, LLC (10.00% plus 10.00% PIK, due 6/24/2019)(14)(46)	6/24/2014	273,066		273,066		273,066		8.0%
		Class A Units (95,709,910 units)(14)(16)	6/24/2014			81,146		169,944		5.0%
						354,212		443,010		13.0%
Freedom Marine Solutions, LLC(24)	Louisiana / Energy Equipment & Services	Membership Interest (100%)(16)	10/1/2009			43,592		13,037		0.4%
						43,592		13,037		0.4%
InterDent, Inc.(52)	California / Health Care Providers & Services	Senior Secured Term Loan A (7.59% (LIBOR + 5.50% with 0.75% LIBOR floor), due 12/31/2017, past due)(13)	8/3/2012	77,994		77,994		77,994		2.3%
		Senior Secured Term Loan B (8.34% (LIBOR + 6.25% with 0.75% LIBOR floor) plus 4.25% PIK, due 12/31/2017, past due)(13)	8/3/2012	131,558		131,558		119,627		3.5%
		Senior Secured Term Loan C (18.00% PIK, due on demand)(46)	3/22/2018	3,149		3,149		—		—%
		Warrants (to purchase 4,900 shares of Common Stock, expires 3/22/2030)(16)	2/23/2018			—		—		—%
						212,701		197,621		5.8%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



				June 30, 2018
Portfolio Company	Locale / Industry	Investments(1)(45)	Acquisition Date (53)	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)	9/19/2013	$	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)	6/23/2014	24,442		24,442		24,442		0.7%
		Subordinated Unsecured Note to Broda Enterprises ULC (10.00%, due on demand)(14)	9/19/2013	5,563		7,200		5,563		0.1%
		Common Stock (42,053 shares)(16)	9/19/2013			6,849		2,639		0.1%
						64,741		58,894		1.7%
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)(13)(46)	4/1/2014	293,203		293,203		293,203		8.6%
		Senior Secured Term Loan E (11.00% (LIBOR + 9.00% with 2.00% LIBOR floor) plus 1.50% PIK, due 4/1/2019)(13)(46)	4/1/2014	226,180		226,180		226,180		6.7%
		Common Stock (3,042,393 shares)	12/31/2013			307,604		436,105		12.8%
		Net Operating Income Interest (5% of Net Operating Income)	12/31/2013			—		99,488		2.9%
						826,987		1,054,976		31.0%
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)	6/18/2014	17,410		17,410		17,410		0.5%
		Class A Units (32,456,159 units)(14)(16)	1/31/2013			21,962		16,443		0.5%
						39,372		33,853		1.0%
NMMB, Inc.(28)	New York / Media	Senior Secured Note (14.00%, due 5/6/2021)(3)	5/6/2011	3,714		3,714		3,714		0.1%
		Senior Secured Note to Armed Forces Communications, Inc. (14.00%, due 5/6/2021)(3)	6/12/2014	4,900		4,900		4,900		0.2%
		Series A Preferred Stock (7,200 shares)(16)	12/12/2013			7,200		5,663		0.2%
		Series B Preferred Stock (5,669 shares)(16)	12/12/2013			5,669		4,458		0.1%
						21,483		18,735		0.6%
Pacific World Corporation(40)	California / Personal Products	Revolving Line of Credit – $26,000 Commitment (9.34% (LIBOR + 7.25% with 1.00% LIBOR floor), due 9/26/2020)(13)(15)	9/26/2014	20,825		20,825		20,825		0.6%
		Senior Secured Term Loan A (7.34% (LIBOR + 5.25% with 1.00% LIBOR floor), due 9/26/2020)(13)	12/31/2014	96,250		96,250		96,250		2.8%
		Senior Secured Term Loan B (11.34% PIK (LIBOR + 9.25% with 1.00% LIBOR floor), in non-accrual status effective 5/21/2018, due 9/26/2020)(13)	12/31/2014	96,500		96,500		47,945		1.4%
		Convertible Preferred Equity (100,000 shares)(16)	6/15/2018			15,000		—		—%
		Common Stock (6,778,414 shares)(16)	9/29/2017			—		—		—%
						228,575		165,020		4.8%
R-V Industries, Inc.	Pennsylvania / Machinery	Senior Subordinated Note (11.34% (LIBOR + 9.00% with 1.00% LIBOR floor), due 3/31/2022)(11)	6/12/2013	28,622		28,622		28,622		0.8%
		Common Stock (745,107 shares)(16)	6/26/2007			6,866		3,264		0.1%
						35,488		31,886		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, 2018
Portfolio Company	Locale / Industry	Investments(1)(45)	Acquisition Date (53)	Principal Value		Amortized Cost		Fair Value(2)		% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS

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

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)	11/8/2013			$	—	$	2,194	0.1%
		Common Stock (100 shares)(16)	11/8/2013			—		—		—%
						—		2,194		0.1%
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)	3/31/2014	$	36,964	31,601		16,319		0.5%
		Senior Secured Term Loan B (15.50% PIK, in non-accrual status effective 4/1/2016, due 7/22/2020)	3/31/2014	47,866		35,568		—		—%
		Common Stock (268,962 shares)(16)	6/15/2016			—		—		—%
						67,169		16,319		0.5%
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)	12/31/2012	10,430		10,430		10,430		0.3%
		Senior Secured Note (8.00% plus 10.00% PIK, due 6/23/2024)(46)	6/24/2014	27,781		27,781		27,781		0.8%
		Consolidated Revenue Interest (2.0%)	6/22/2018			—		—		—%
		Common Stock (50,000 shares)(16)	12/31/2012			26,204		12,586		0.4%
						64,415		50,797		1.5%
Wolf Energy, LLC(32)	Kansas / Energy Equipment & Services	Membership Interest (100%)(16)	7/1/2014			—		—		—%
		Membership Interest in Wolf Energy Services Company, LLC (100%)(16)	3/14/2017			3,792		—		—%
		Net Profits Interest (8% of Equity Distributions)(4)(16)	4/15/2013			—		12		—%
						3,792		12		—%
Total Control Investments (Level 3)						$	2,300,526	$	2,404,326	70.6%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



				June 30, 2018
Portfolio Company	Locale / Industry	Investments(1)(45)	Acquisition Date (53)	Principal Value		Amortized Cost		Fair Value(2)		% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS

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

Edmentum Ultimate Holdings, LLC(22)	Minnesota / Diversified Consumer Services	Second Lien Revolving Credit Facility to Edmentum, Inc. – $7,834 Commitment (5.00%, due 12/9/2021)(15)	6/9/2015	$	7,834	$	7,834	$	7,834	0.2%
		Unsecured Senior PIK Note (8.50% PIK, due 12/9/2021)(46)	6/9/2015	7,520		7,520		7,520		0.2%
		Unsecured Junior PIK Note (10.00% PIK, in non-accrual status effective 1/1/2017, due 12/9/2021)	6/9/2015	35,226		23,828		19,862		0.6%
		Class A Units (370,964 units)(16)	6/9/2015			6,577		—		—%
						45,759		35,216		1.0%
Nixon, Inc.(39)	California / Textiles, Apparel & Luxury Goods	Common Stock (857 units)(16)	5/12/2017			—		—		—%
						—		—		—%
Targus International, LLC(33)	California / Textiles, Apparel & Luxury Goods	Common Stock (7,383,395 shares)(16)	5/24/2011			9,878		23,220		0.7%
						9,878		23,220		0.7%
Total Affiliate Investments (Level 3)						$	55,637	$	58,436	1.7%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



				June 30, 2018
Portfolio Company	Locale / Industry	Investments(1)(45)	Acquisition Date (53)	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)

ACE Cash Express, Inc.	Texas / Consumer Finance	Senior Secured Note (12.00%, due 12/15/2022)(8)(14)	12/15/2017	$	20,000	$	19,733	$	21,594	0.6%
						19,733		21,594		0.6%
AgaMatrix, Inc.	New Hampshire / Healthcare Equipment and Supplies	Senior Secured Term Loan (11.33% (LIBOR + 9.00% with 1.25% LIBOR floor), due 9/29/2022)(3)(11)	9/29/2017	35,815		35,815		35,815		1.1%
						35,815		35,815		1.1%
American Gilsonite Company(34)	Utah / Chemicals	Membership Interest (0.05%, 131 shares)(16)	3/14/2008			—		—		—%
						—		—		—%
Apidos CLO IX	Cayman Islands / Structured Finance	Subordinated Structured Note (Residual Interest, current yield 0.00%, due 7/15/2023)(5)(14)(17)	7/11/2012	23,525		21		76		—%
						21		76		—%
Apidos CLO XI	Cayman Islands / Structured Finance	Subordinated Structured Note (Residual Interest, current yield 7.80%, due 1/17/2028)(5)(14)	1/17/2013	40,500		32,397		25,000		0.7%
						32,397		25,000		0.7%
Apidos CLO XII	Cayman Islands / Structured Finance	Subordinated Structured Note (Residual Interest, current yield 15.35%, due 4/15/2031)(5)(14)	4/18/2013	52,203		35,014		26,518		0.8%
						35,014		26,518		0.8%
Apidos CLO XV	Cayman Islands / Structured Finance	Subordinated Structured Note (Residual Interest, current yield 14.14%, due 4/20/2031)(5)(14)	10/16/2013	48,515		35,776		26,960		0.8%
						35,776		26,960		0.8%
Apidos CLO XXII	Cayman Islands / Structured Finance	Subordinated Structured Note (Residual Interest, current yield 12.65%, due 10/20/2027)(5)(6)(14)	10/14/2015	31,350		27,496		25,047		0.7%
						27,496		25,047		0.7%
Ark-La-Tex Wireline Services, LLC	Louisiana / Energy Equipment & Services	Senior Secured Term Loan B (13.59% (LIBOR + 11.50% with 1.00% LIBOR floor), in non-accrual status effective 4/1/2016, due 4/8/2019)(13)	4/8/2014	25,595		1,145		787		—%
						1,145		787		—%
Armor Holding II LLC	New York / Commercial Services & Supplies	Second Lien Term Loan (11.10% (LIBOR + 9.00% with 1.25% LIBOR floor), due 12/26/2020)(3)(8)(13)	6/26/2018	7,000		6,949		7,000		0.2%
						6,949		7,000		0.2%
Atlantis Health Care Group (Puerto Rico), Inc.	Puerto Rico / Health Care Providers & Services	Revolving Line of Credit – $7,000 Commitment (10.81% (LIBOR + 8.50% with 1.50% LIBOR floor), due 8/21/2019)(11)(15)	2/21/2013	7,000		7,000		6,900		0.2%
Atlantis Health Care Group (Puerto Rico), Inc.	Puerto Rico / Health Care Providers & Services	Senior Term Loan (10.81% (LIBOR + 8.50% with 1.50% LIBOR floor), due 2/21/2020)(3)(11)	2/21/2013	77,713		77,713		76,607		2.2%
						84,713		83,507		2.4%
ATS Consolidated, Inc.	Arizona / Electronic Equipment, Instruments & Components	Second Lien Term Loan (9.84% (LIBOR + 7.75%, due 2/27/2026)(8)(13)	3/19/2018	15,000		14,856		14,873		0.4%
						14,856		14,873		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, 2018
Portfolio Company	Locale / Industry	Investments(1)(45)	Acquisition Date (53)	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)

Autodata, Inc. / Autodata Solutions, Inc.(9)	Canada / Software	Second Lien Term Loan (9.34% (LIBOR + 7.25% with 1.00% LIBOR floor), due 12/12/2025)(8)(13)	12/14/2017	$	6,000	$	5,972	$	5,972	0.2%
						5,972		5,972		0.2%
Barings CLO 2018-III (f/k/a Babson CLO Ltd. 2014-III)	Cayman Islands / Structured Finance	Subordinated Structured Note (Residual Interest, current yield 11.35%, due 7/20/2029)(5)(6)(14)	6/14/2018	83,098		49,688		46,933		1.4%
						49,688		46,933		1.4%
Broder Bros., Co.	Pennsylvania / Textiles, Apparel & Luxury Goods	Senior Secured Note (10.33% (LIBOR + 8.00% with 1.25% LIBOR floor), due 12/02/2022)(3)(11)	12/4/2017	274,009		274,009		274,009		8.0%
						274,009		274,009		8.0%
Brookside Mill CLO Ltd.	Cayman Islands / Structured Finance	Subordinated Structured Note (Residual Interest, current yield 8.73%, due 1/18/2028)(5)(14)	5/23/2013	36,300		19,287		13,466		0.4%
						19,287		13,466		0.4%
California Street CLO IX Ltd. (f/k/a Symphony CLO IX Ltd.)	Cayman Islands / Structured Finance	Subordinated Structured Note (Residual Interest, current yield 12.20%, due 10/16/2028)(5)(14)	5/8/2012	58,915		41,645		35,852		1.1%
						41,645		35,852		1.1%
Candle-Lite Company, LLC	Ohio / Household & Personal Products	Senior Secured Term Loan A (7.81% (LIBOR + 5.50% with 1.25% LIBOR floor), due 1/23/2023)(3)(11)	1/23/2018	12,438		12,438		12,438		0.3%
Candle-Lite Company, LLC	Ohio / Household & Personal Products	Senior Secured Term Loan B (11.81% (LIBOR + 9.50% with 1.25% LIBOR floor), due 1/23/2023)(3)(11)	1/23/2018	12,500		12,500		12,500		0.4%
						24,938		24,938		0.7%
Capstone Logistics Acquisition, Inc.	Georgia / Commercial Services & Supplies	Second Lien Term Loan (10.34% (LIBOR + 8.25% with 1.00% LIBOR floor), due 10/7/2022)(3)(8)(13)	10/7/2014	101,030		100,669		100,136		2.9%
						100,669		100,136		2.9%
Carlyle Global Market Strategies CLO 2014-4-R, Ltd.	Cayman Islands / Structured Finance	Subordinated Structured Note (Residual Interest, current yield 20.73%, due 7/15/2030)(5)(6)(14)	6/29/2018	25,534		17,832		18,807		0.6%
						17,832		18,807		0.6%
Carlyle Global Market Strategies CLO 2016-3, Ltd.	Cayman Islands / Structured Finance	Subordinated Structured Note (Residual Interest, current yield 18.00%, due 10/20/2029)(5)(6)(14)	9/13/2016	32,200		32,364		29,080		0.9%
						32,364		29,080		0.9%
Carlyle C17 CLO Limited (f/k/a Cent CLO 17 Limited)	Cayman Islands / Structured Finance	Subordinated Structured Note (Residual Interest, current yield 18.34%, due 4/30/2031)(5)(14)	5/10/2018	24,870		15,140		15,196		0.4%
						15,140		15,196		0.4%
Cent CLO 20 Limited	Cayman Islands / Structured Finance	Subordinated Structured Note (Residual Interest, current yield 15.40%, due 1/25/2026)(5)(14)	1/15/2014	40,275		31,692		28,269		0.8%
						31,692		28,269		0.8%
Cent CLO 21 Limited	Cayman Islands / Structured Finance	Subordinated Structured Note (Residual Interest, current yield 17.56%, due 7/27/2026)(5)(6)(14)	6/18/2014	48,528		36,311		33,703		1.0%
						36,311		33,703		1.0%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



				June 30, 2018
Portfolio Company	Locale / Industry	Investments(1)(45)	Acquisition Date (53)	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)

Centerfield Media Holding Company(35)	California / Internet Software & Services	Senior Secured Term Loan A (9.31% (LIBOR + 7.00% with 2.00% LIBOR floor), due 1/17/2022)(3)(11)	1/17/2017	$	66,300	$	66,300	$	66,300	1.9%
		Senior Secured Term Loan B (14.81% (LIBOR + 12.50% with 2.00% LIBOR floor), due 1/17/2022)(11)	1/17/2017	68,000		68,000		68,000		2.0%
						134,300		134,300		3.9%
CIFC Funding 2013-III-R, Ltd. (f/k/a CIFC Funding 2013-III, Ltd.)	Cayman Islands / Structured Finance	Subordinated Structured Note (Residual Interest, current yield 14.43%, due 4/24/2031)(5)(14)	4/5/2018	44,100		27,624		25,250		0.7%
						27,624		25,250		0.7%
CIFC Funding 2013-IV, Ltd.	Cayman Islands / Structured Finance	Subordinated Structured Note (Residual Interest, current yield 14.31%, due 4/28/2031)(5)(14)	11/14/2013	45,500		31,503		27,697		0.8%
						31,503		27,697		0.8%
CIFC Funding 2014-IV Investor, Ltd.	Cayman Islands / Structured Finance	Subordinated Structured Note (Residual Interest, current yield 8.46%, due 10/19/2026)(5)(6)(14)	9/3/2014	41,500		28,512		23,715		0.7%
						28,512		23,715		0.7%
CIFC Funding 2016-I, Ltd.	Cayman Islands / Structured Finance	Subordinated Structured Note (Residual Interest, current yield 13.11%, due 10/21/2028)(5)(6)(14)	12/21/2016	34,000		31,179		27,998		0.8%
						31,179		27,998		0.8%
Cinedigm DC Holdings, LLC	New York / Media	Senior Secured Term Loan (11.31% (LIBOR + 9.00% with 2.00% LIBOR floor) plus 2.50% PIK, due 3/31/2021)(11)(46)	2/28/2013	31,460		31,410		31,460		0.9%
						31,410		31,460		0.9%
Class Appraisal, LLC	Michigan / Real Estate Management & Development	Revolving Line of Credit – $1,500 Commitment (10.58% (LIBOR + 8.25% with 1.50% LIBOR floor), due 3/12/2020)(11)(15)	3/12/2018	—		—		—		—%
		Senior Secured Term Loan (10.58% (LIBOR + 8.25% with 1.50% LIBOR floor), due 3/10/2023)(3)(11)	3/12/2018	41,860		41,860		41,860		1.2%
						41,860		41,860		1.2%
Coverall North America, Inc.	Florida / Commercial Services & Supplies	Senior Secured Term Loan A (8.31% (LIBOR + 6.00% with 1.00% LIBOR floor), due 11/02/2020)(3)(11)	11/2/2015	19,100		19,100		19,100		0.6%
		Senior Secured Term Loan B (13.31% (LIBOR + 11.00% with 1.00% LIBOR floor), due 11/02/2020)(3)(11)	11/2/2015	24,750		24,750		24,750		0.7%
						43,850		43,850		1.3%
CP VI Bella Midco	Pennsylvania / IT Services	Second Lien Term Loan (8.84% (LIBOR + 6.75%, due 12/29/2025)(8)(13)	12/28/2017	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)	2/1/2017	10,896		10,837		11,844		0.3%
						10,837		11,844		0.3%
Digital Room, LLC	California / Commercial Services & Supplies	First Lien Term Loan (7.10% (LIBOR + 5.00% with 1.00% LIBOR floor), due 12/29/2023)(3)(8)(13)	2/9/2018	9,950		9,857		9,925		0.3%
		Second Lien Term Loan (10.85% (LIBOR + 8.75% with 1.00% LIBOR floor), due 12/29/2024)(3)(8)(13)	2/8/2018	57,100		56,295		57,100		1.7%
						66,152		67,025		2.0%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



				June 30, 2018
Portfolio Company	Locale / Industry	Investments(1)(45)	Acquisition Date (53)	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)

Dunn Paper, Inc.	Georgia / Paper & Forest Products	Second Lien Term Loan (10.84% (LIBOR + 8.75% with 1.00% LIBOR floor), due 8/26/2023)(3)(8)(13)	10/7/2016	$	11,500	$	11,328	$	11,226	0.3%
						11,328		11,226		0.3%
Easy Gardener Products, Inc.	Texas / Household Durables	Senior Secured Term Loan (12.31% (LIBOR + 10.00% with 0.25% LIBOR floor), due 09/30/2020)(11)	10/2/2015	16,894		16,894		15,728		0.5%
						16,894		15,728		0.5%
Engine Group, Inc.(7)	California / Media	Senior Secured Term Loan (7.08% (LIBOR + 4.75% with 1.00% LIBOR floor), due 9/15/2022)(8)(11)	9/25/2017	4,813		4,813		4,813		0.1%
		Second Lien Term Loan (11.08% (LIBOR + 8.75% with 1.00% LIBOR floor), due 9/15/2023)(3)(8)(11)	9/25/2017	35,000		35,000		35,000		1.0%
						39,813		39,813		1.1%
EXC Holdings III Corp	Massachusetts / Technology Hardware, Storage & Peripherals	Second Lien Term Loan (9.97% (LIBOR + 7.50% with 1.00% LIBOR floor), due 12/01/2025)(8)(10)	12/5/2017	12,500		12,384		12,500		0.4%
						12,384		12,500		0.4%
Fleetwash, Inc.	New Jersey / Commercial Services & Supplies	Senior Secured Term Loan B (11.31% (LIBOR + 9.00% with 1.00% LIBOR floor), due 4/30/2022)(3)(11)	4/30/2014	21,544		21,544		21,544		0.6%
		Delayed Draw Term Loan – $15,000 Commitment (10.31% (LIBOR + 8.00% with 1.00% LIBOR floor), expires 4/30/2022)(11)(15)	4/30/2014	—		—		—		—%
						21,544		21,544		0.6%
Galaxy XV CLO, Ltd.	Cayman Islands / Structured Finance	Subordinated Structured Note (Residual Interest, current yield 12.42%, due 10/15/2030)(5)(14)	3/14/2013	50,525		34,853		30,457		0.9%
						34,853		30,457		0.9%
Galaxy XXVII CLO, Ltd. (f/k/a Galaxy XVI CLO, Ltd.)	Cayman Islands / Structured Finance	Subordinated Structured Note (Residual Interest, current yield 13.57%, due 5/16/2031)(5)(14)	4/17/2018	24,575		16,936		13,688		0.4%
						16,936		13,688		0.4%
Galaxy XXVIII CLO, Ltd. (f/k/a Galaxy XVII CLO, Ltd.)	Cayman Islands / Structured Finance	Subordinated Structured Note (Residual Interest, current yield 10.89%, due 7/15/2031)(5)(6)(14)	6/27/2014	39,905		28,009		22,335		0.7%
						28,009		22,335		0.7%
Galaxy XXVIII CLO, Ltd.	Cayman Islands / Structured Finance	Rated Secured Structured Note (LIBOR + 8.48%, due 7/15/2031)(6)(11)(14)(37)		6,658		6,159		6,159		0.2%
						6,159		6,159		0.2%
H.I.G. ECI Merger Sub, Inc.	Massachusetts / IT Services	Revolving Line of Credit – $5,000 Commitment (9.81% (LIBOR + 7.50% with 1.50% LIBOR floor), due 9/30/2018)(11)	5/31/2018	—		—		—		—%
		Senior Secured Term Loan A (7.81% (LIBOR + 5.50% with 1.50% LIBOR floor), due 5/31/2023)(11)	5/31/2018	44,688		44,688		44,688		1.3%
		Senior Secured Term Loan B (12.81% (LIBOR + 10.50% with 1.50% LIBOR floor), due 5/31/2023)(11)	5/31/2018	29,900		29,900		29,900		0.9%
						74,588		74,588		2.2%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



				June 30, 2018
Portfolio Company	Locale / Industry	Investments(1)(45)	Acquisition Date (53)	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 2012-1 Ltd.	Cayman Islands / Structured Finance	Subordinated Structured Note (Residual Interest, current yield 0.00%, due 8/15/2023)(5)(14)(17)	8/21/2012	$	23,188	$	3,869	$	3,125	0.1%
						3,869		3,125		0.1%
Halcyon Loan Advisors Funding 2013-1 Ltd.	Cayman Islands / Structured Finance	Subordinated Structured Note (Residual Interest, current yield 0.00%, due 4/15/2025)(5)(14)(17)	3/28/2013	40,400		22,057		11,017		0.3%
						22,057		11,017		0.3%
Halcyon Loan Advisors Funding 2014-1 Ltd.	Cayman Islands / Structured Finance	Subordinated Structured Note (Residual Interest, current yield 10.30%, due 4/18/2026)(5)(14)	3/6/2014	24,500		14,007		11,647		0.3%
						14,007		11,647		0.3%
Halcyon Loan Advisors Funding 2014-2 Ltd.	Cayman Islands / Structured Finance	Subordinated Structured Note (Residual Interest, current yield 8.64%, due 4/28/2025)(5)(6)(14)	4/28/2014	41,164		24,290		19,050		0.6%
						24,290		19,050		0.6%
Halcyon Loan Advisors Funding 2015-3 Ltd.	Cayman Islands / Structured Finance	Subordinated Structured Note (Residual Interest, current yield 19.80%, due 10/18/2027)(5)(6)(14)	9/3/2015	39,598		34,675		32,513		1.0%
						34,675		32,513		1.0%
Harbortouch Payments, LLC	Pennsylvania / Commercial Services & Supplies	Escrow Receivable	3/31/2014			—		917		—%
						—		917		—%
HarbourView CLO VII-R, Ltd. (f/k/a HarbourView CLO VII, Ltd.)	Cayman Islands / Structured Finance	Subordinated Structured Note (Residual Interest, current yield 18.94%, due 7/18/2031)(5)(6)(14)	6/10/2015	19,025		13,411		13,689		0.4%
						13,411		13,689		0.4%
Help/Systems Holdings, Inc.	Minnesota / Software	Second Lien Term Loan (9.84% (LIBOR + 7.75%, due 3/27/2026)(8)(13)	4/17/2018	11,293		11,244		11,293		0.3%
						11,244		11,293		0.3%
Ingenio, LLC	California / Internet Software & Services	Senior Secured Term Loan (9.82% (LIBOR + 7.50% with 1.25% LIBOR floor), due 9/26/2022)(3)(8)(11)	9/25/2017	9,647		9,647		9,647		0.3%
						9,647		9,647		0.3%
Inpatient Care Management Company, LLC	Florida / Health Care Providers & Services	Senior Secured Term Loan (10.31% (LIBOR + 8.00% with 1.00% LIBOR floor), due 6/8/2021)(3)(11)	6/8/2016	23,698		23,698		23,698		0.7%
						23,698		23,698		0.7%
Janus International Group, LLC	Georgia / Building Products	Second Lien Term Loan (9.84% (LIBOR + 7.75% with 1.00% LIBOR floor), due 2/12/2026)(8)(13)	2/22/2018	10,000		9,905		10,000		0.3%
						9,905		10,000		0.3%
JD Power and Associates	California / Capital Markets	Second Lien Term Loan (10.59% (LIBOR + 8.50% with 1.00% LIBOR floor), due 9/7/2024)(3)(8)(13)	9/16/2016	20,000		19,799		20,000		0.6%
						19,799		20,000		0.6%
Jefferson Mill CLO Ltd.	Cayman Islands / Structured Finance	Subordinated Structured Note (Residual Interest, current yield 7.20%, due 7/20/2027)(5)(6)(14)	7/28/2015	19,500		16,078		12,392		0.4%
						16,078		12,392		0.4%
K&N Parent, Inc.	California / Auto Components	Second Lien Term Loan (11.08% (LIBOR + 8.75% with 1.00% LIBOR floor), due 10/21/2024)(3)(8)(11)	10/20/2016	12,887		12,681		12,887		0.4%
						12,681		12,887		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, 2018
Portfolio Company	Locale / Industry	Investments(1)(45)	Acquisition Date (53)	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 (11.58% (LIBOR + 9.25% with 1.00% LIBOR floor), due 5/1/2025)(3)(8)(11)	5/18/2017	$	50,000	$	50,000	$	50,000	1.5%
						50,000		50,000		1.5%
LCM XIV Ltd.	Cayman Islands / Structured Finance	Subordinated Structured Note (Residual Interest, current yield 16.28%, due 7/21/2031)(5)(14)	7/11/2013	49,934		26,516		24,257		0.7%
						26,516		24,257		0.7%
Madison Park Funding IX, Ltd.	Cayman Islands / Structured Finance	Subordinated Structured Note (Residual Interest, current yield 57.45%, due 8/15/2022)(5)(14)	7/18/2012	43,110		2,058		2,200		0.1%
						2,058		2,200		0.1%
Maverick Healthcare Equity, LLC	Arizona / Health Care Providers & Services	Preferred Units (10.00%, 1,250,000 units)(16)	10/31/2007			1,252		446		—%
Maverick Healthcare Equity, LLC	Arizona / Health Care Providers & Services	Class A Common Units (1,250,000 units)(16)	10/31/2007			—		—		—%
						1,252		446		—%
MedMark Services, Inc.(51)	Texas / Health Care Providers & Services	Second Lien Term Loan (10.55% (LIBOR + 8.25% with 1.00% LIBOR floor), due 3/1/2025)(3)(8)(11)	3/16/2018	7,000		6,933		6,933		0.2%
						6,933		6,933		0.2%
Memorial MRI & Diagnostic, LLC	Texas / Health Care Providers & Services	Senior Secured Term Loan (10.83% (LIBOR + 8.50% with 1.00% LIBOR floor), due 3/16/2022)(11)	3/16/2017	36,925		36,925		36,925		1.1%
						36,925		36,925		1.1%
Mobile Posse, Inc.	Virginia / Media	First Lien Term Loan (10.83% (LIBOR + 8.50% with 2.00% LIBOR floor), due 4/3/2023)(3)(11)	4/3/2018	27,700		27,700		27,700		0.8%
						27,700		27,700		0.8%
Mountain View CLO 2013-I Ltd.	Cayman Islands / Structured Finance	Subordinated Structured Note (Residual Interest, current yield 13.66%, due 10/15/2030)(5)(14)	5/1/2013	43,650		28,357		23,267		0.7%
						28,357		23,267		0.7%
Mountain View CLO IX Ltd.	Cayman Islands / Structured Finance	Subordinated Structured Note (Residual Interest, current yield 17.63%, due 7/15/2031)(5)(6)(14)	6/25/2015	47,830		31,528		37,333		1.1%
						31,528		37,333		1.1%
MRP Holdco, Inc.	Massachusetts / IT Services	Senior Secured Term Loan A (6.59% (LIBOR + 4.50% with 1.50% LIBOR floor), due 4/17/2024)(3)(13)	4/17/2018	43,000		43,000		43,000		1.3%
MRP Holdco, Inc.	Massachusetts / IT Services	Senior Secured Term Loan B (10.59% (LIBOR + 8.50% with 1.50% LIBOR floor), due 4/17/2024)(13)	4/17/2018	43,000		43,000		43,000		1.3%
						86,000		86,000		2.6%
Octagon Investment Partners XV, Ltd.	Cayman Islands / Structured Finance	Subordinated Structured Note (Residual Interest, current yield 14.58%, due 7/19/2030)(5)(14)	2/20/2013	42,063		31,734		26,350		0.8%
						31,734		26,350		0.8%
Octagon Investment Partners 18-R Ltd. (f/k/a Octagon Investment Partners XVIII, Ltd.)	Cayman Islands / Structured Finance	Subordinated Structured Note (Residual Interest, current yield 17.26%, due 4/16/2031)(5)(6)(14)	8/17/2015	46,016		27,295		26,420		0.8%
						27,295		26,420		0.8%
Pearl Intermediate Parent LLC	Connecticut / Health Care Providers & Services	Second Lien Term Loan (8.33% (LIBOR + 6.25%, due 2/15/2026)(8)(13)	2/28/2018	5,000		4,976		5,000		0.1%
						4,976		5,000		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, 2018
Portfolio Company	Locale / Industry	Investments(1)(45)	Acquisition Date (53)	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)

PeopleConnect Intermediate, LLC (f/k/a Intelius, Inc.)	Washington / Internet Software & Services	Revolving Line of Credit – $1,000 Commitment (11.81% (LIBOR + 9.50% with 1.00% LIBOR floor), due 8/11/2020)(11)(15)	7/1/2015	$	500	$	500	$	500	—%
		Senior Secured Term Loan A (8.81% (LIBOR + 6.50% with 1.00% LIBOR floor), due 7/1/2020)(3)(11)	7/1/2015	18,828		18,828		18,828		0.6%
		Senior Secured Term Loan B (14.81% (LIBOR + 12.50% with 1.00% LIBOR floor), due 7/1/2020)(3)(11)	7/1/2015	20,163		20,163		20,163		0.6%
						39,491		39,491		1.2%
PGX Holdings, Inc.	Utah / Diversified Consumer Services	Second Lien Term Loan (11.09% (LIBOR + 9.00% with 1.00% LIBOR floor), due 9/29/2021)(3)(13)	9/29/2014	118,289		118,289		118,289		3.5%
						118,289		118,289		3.5%
PharMerica Corporation	Kentucky / Pharmaceuticals	Second Lien Term Loan (9.80% (LIBOR + 7.75% with 1.00% LIBOR floor), due 12/7/2025)(8)(13)	12/7/2017	12,000		11,882		12,000		0.4%
						11,882		12,000		0.4%
Photonis Technologies SAS	France / Electronic Equipment, Instruments & Components	First Lien Term Loan (9.83% (LIBOR + 7.50% with 1.00% LIBOR floor), due 9/18/2019)(8)(11)(14)	9/10/2013	12,872		12,490		12,335		0.4%
						12,490		12,335		0.4%
PlayPower, Inc.	North Carolina / Leisure Products	Second Lien Term Loan (11.08% (LIBOR + 8.75% with 1.00% LIBOR floor), due 6/23/2022)(3)(8)(11)	6/23/2015	11,000		10,904		11,000		0.3%
						10,904		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)	1/5/2018	9,950		9,468		9,608		0.3%
		Second Lien Term Loan (11.82% (LIBOR + 9.50% with 1.00% LIBOR floor), due 12/20/2025)(8)(11)	1/5/2018	50,000		46,738		47,382		1.4%
						56,206		56,990		1.7%
RGIS Services, LLC	Michigan / Commercial Services & Supplies	Senior Secured Term Loan (9.59% (LIBOR + 7.50% with 1.00% LIBOR floor), due 3/31/2023)(3)(8)(13)	4/20/2017	15,173		15,113		14,339		0.4%
						15,113		14,339		0.4%
RME Group Holding Company	Florida / Media	Senior Secured Term Loan A (8.33% (LIBOR + 6.00% with 1.00% LIBOR floor), due 5/4/2022)(3)(11)	5/4/2017	35,146		35,146		35,146		1.0%
		Senior Secured Term Loan B (13.33% (LIBOR + 11.00% with 1.00% LIBOR floor), due 5/4/2022)(3)(11)	5/4/2017	24,349		24,349		24,349		0.7%
						59,495		59,495		1.7%
Rocket Software, Inc.	Massachusetts / Software	Second Lien Term Loan (11.83% (LIBOR + 9.50% with 1.00% LIBOR floor), due 10/14/2024)(3)(8)(11)	10/20/2016	50,000		49,219		50,000		1.5%
						49,219		50,000		1.5%
Romark WM-R Ltd. (f/k/a Washington Mill CLO Ltd.)	Cayman Islands / Structured Finance	Subordinated Structured Note (Residual Interest, current yield 12.41%, due 4/20/2031)(5)(6)(14)	5/15/2014	27,724		21,494		17,961		0.5%
						21,494		17,961		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, 2018
Portfolio Company	Locale / Industry	Investments(1)(45)	Acquisition Date (53)	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)

Rosa Mexicano	New York / Hotels, Restaurants & Leisure	Revolving Line of Credit – $2,500 Commitment (9.83% (LIBOR + 7.50% with 1.50% LIBOR floor), due 3/29/2023(11)(15)	3/29/2018	$	—	$	—	$	—	—%
		Senior Secured Term Loan (9.83% (LIBOR + 7.50% with 1.50% LIBOR floor), due 3/29/2023(3)(11)	3/29/2018	29,813		29,813		29,813		0.9%
						29,813		29,813		0.9%
SCS Merger Sub, Inc.	Texas / IT Services	Second Lien Term Loan (11.59% (LIBOR + 9.50% with 1.00% LIBOR floor), due 10/30/2023)(3)(8)(13)	11/6/2015	20,000		19,605		20,000		0.6%
						19,605		20,000		0.6%
Securus Technologies Holdings, Inc.	Texas / Communications Equipment	Second Lien Term Loan (10.34% (LIBOR + 8.25% with 1.00% LIBOR floor), due 11/01/2025)(8)(13)	11/3/2017	40,000		39,860		40,000		1.2%
						39,860		40,000		1.2%
SEOTownCenter, Inc	Utah / Internet Software & Services	Senior Secured Term Loan A (9.84% (LIBOR + 7.50% with 2.00% LIBOR floor), due 4/07/2023)(3)(11)	4/10/2018	25,000		25,000		25,000		0.7%
		Senior Secured Term Loan B (14.84% (LIBOR + 12.50% with 2.00% LIBOR floor), due 4/07/2023)(3)(11)	4/10/2018	17,000		17,000		17,000		0.5%
						42,000		42,000		1.2%
SESAC Holdco II LLC	Tennessee / Media	Second Lien Term Loan (9.34% (LIBOR + 7.25% with 1.00% LIBOR floor), due 2/23/2025)(8)(13)	3/2/2017	3,000		2,975		2,975		0.1%
						2,975		2,975		0.1%
Small Business Whole Loan Portfolio(41)	New York / Online Lending	124 Small Business Loans purchased from On Deck Capital, Inc.	2/21/2014	30		30		17		—%
						30		17		—%
SMG US Midco	Pennsylvania / Hotels, Restaurants & Leisure	Second Lien Term Loan (9.09% (LIBOR + 7.00%, due 1/23/2026)(8)(13)	1/23/2018	7,500		7,482		7,482		0.2%
						7,482		7,482		0.2%
Spartan Energy Services, Inc.	Louisiana / Energy Equipment & Services	Senior Secured Term Loan A (7.98% (LIBOR + 6.00% with 1.00% LIBOR floor), due 12/28/2018)(13)	10/20/2014	13,156		12,528		13,046		0.4%
		Senior Secured Term Loan B (13.98% PIK (LIBOR + 12.00% with 1.00% LIBOR floor), due 12/28/2018)(13)(46)	10/20/2014	18,237		16,838		18,237		0.5%
						29,366		31,283		0.9%
Spectrum Holdings III Corp	Georgia / Health Care Equipment & Supplies	Second Lien Term Loan (9.09% (LIBOR + 7.00% with 1.00% LIBOR floor), due 1/31/2026)(8)(13)	1/31/2018	7,500		7,464		7,464		0.2%
						7,464		7,464		0.2%
Strategic Materials	Texas / Household Durables	Second Lien Term Loan (10.10% (LIBOR + 7.75% with 1.00% LIBOR floor), due 11/1/2025)(8)(11)	11/1/2017	7,000		6,936		6,936		0.2%
						6,936		6,936		0.2%
Stryker Energy, LLC	Louisiana / Energy Equipment & Services	Overriding Royalty Interests (43)	12/4/2006			—		—		—%
						—		—		—%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



				June 30, 2018
Portfolio Company	Locale / Industry	Investments(1)(45)	Acquisition Date (53)	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)

Sudbury Mill CLO Ltd.	Cayman Islands / Structured Finance	Subordinated Structured Note (Residual Interest, current yield 5.47%, due 1/17/2026)(5)(14)	12/5/2013	$	28,200	$	18,183	$	14,218	0.4%
						18,183		14,218		0.4%
Symphony CLO XIV Ltd.	Cayman Islands / Structured Finance	Subordinated Structured Note (Residual Interest, current yield 3.78%, due 7/14/2026)(5)(6)(14)	5/29/2014	49,250		34,297		27,478		0.8%
						34,297		27,478		0.8%
Symphony CLO XV, Ltd.	Cayman Islands / Structured Finance	Subordinated Structured Note (Residual Interest, current yield 7.30%, due 10/17/2026)(5)(14)	11/17/2014	50,250		39,512		32,433		1.0%
						39,512		32,433		1.0%
TGP HOLDINGS III LLC	Oregon / Household Durables	Second Lien Term Loan (10.83% (LIBOR + 8.50% with 1.00% LIBOR floor), due 9/25/2025)(8)(11)	10/3/2017	3,000		2,959		2,959		0.1%
						2,959		2,959		0.1%
TouchTunes Interactive Networks, Inc.	New York / Internet Software & Services	Second Lien Term Loan (10.25% (LIBOR + 8.25% with 1.00% LIBOR floor), due 5/29/2022)(3)(8)(13)	5/29/2015	14,000		13,926		14,000		0.4%
						13,926		14,000		0.4%
Town & Country Holdings, Inc.	New York / Distributors	First Lien Term Loan (11.33% (LIBOR + 9.00% with 1.25% LIBOR floor), due 1/26/2023)(3)(11)	1/26/2018	69,650		69,650		69,650		2.0%
						69,650		69,650		2.0%
Transplace Holdings, Inc.	Texas / Transportation Infrastructure	Second Lien Term Loan (10.79% (LIBOR + 8.75% with 1.00% LIBOR floor), due 10/6/2025)(8)(13)	10/5/2017	28,104		27,494		28,104		0.8%
						27,494		28,104		0.8%
Turning Point Brands, Inc.(42)	Kentucky / Tobacco	Second Lien Term Loan (9.04% (LIBOR + 7.00%), due 3/7/2024)(3)(8)(13)	2/17/2017	14,500		14,392		14,392		0.4%
						14,392		14,392		0.4%
United Sporting Companies, Inc.(18)	South Carolina / Distributors	Second Lien Term Loan (13.09% (LIBOR + 11.00% with 1.75% LIBOR floor) plus 2.00% PIK, in non-accrual status effective 4/1/2017, due 11/16/2019)(13)(46)	9/28/2012	149,126		127,091		58,806		1.7%
		Common Stock (24,967 shares)(16)	5/2/2017			—		—		—%
						127,091		58,806		1.7%
Universal Fiber Systems, LLC	Virginia / Textiles, Apparel & Luxury Goods	Second Lien Term Loan (11.60% (LIBOR + 9.50% with 1.00% LIBOR floor), due 10/02/2022)(3)(8)(12)	10/2/2015	37,000		36,551		37,000		1.1%
						36,551		37,000		1.1%
Universal Turbine Parts, LLC	Alabama / Trading Companies & Distributors	Senior Secured Term Loan A (8.06% (LIBOR + 5.75% with 1.00% LIBOR floor), due 7/22/2021)(3)(11)	7/22/2016	31,363		31,363		27,926		0.8%
		Senior Secured Term Loan B (14.06% (LIBOR + 11.75% with 1.00% LIBOR floor), due 7/22/2021)(11)	7/22/2016	32,500		32,500		28,273		0.8%
						63,863		56,199		1.6%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



				June 30, 2018
Portfolio Company	Locale / Industry	Investments(1)(45)	Acquisition Date (53)	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)

USG Intermediate, LLC	Texas / Leisure Products	Revolving Line of Credit – $2,500 Commitment (11.34% (LIBOR + 9.25% with 1.00% LIBOR floor), due 8/24/2018)(13)(15)	4/15/2015	$	2,500	$	2,500	$	2,500	0.1%
		Senior Secured Term Loan A (8.84% (LIBOR + 6.75% with 1.00% LIBOR floor), due 8/24/2022)(3)(13)	4/15/2015	11,385		11,385		11,385		0.3%
		Senior Secured Term Loan B (13.84% (LIBOR + 11.75% with 1.00% LIBOR floor), due 8/24/2022)(3)(13)	4/15/2015	20,741		20,741		20,741		0.6%
		Equity(16)	4/15/2015			1		—		—%
						34,627		34,626		1.0%
UTZ Quality Foods, LLC	Pennsylvania / Food Products	Second Lien Term Loan (9.34% (LIBOR + 7.25%, due 11/21/2025)(8)(13)	11/21/2017	10,000		9,884		9,886		0.3%
						9,884		9,886		0.3%
VC GB Holdings, Inc.	Illinois / Household Durables	Subordinated Secured Term Loan (10.09% (LIBOR + 8.00% with 1.00% LIBOR floor), due 2/28/2025)(3)(8)(13)	2/28/2017	16,000		15,750		16,000		0.5%
						15,750		16,000		0.5%
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)	2/19/2014	22,048		18,066		20,001		0.6%
						18,066		20,001		0.6%
Voya CLO 2012-2, Ltd.	Cayman Islands / Structured Finance	Subordinated Structured Note (Residual Interest, current yield 0.00%, due 10/15/2022)(5)(14)(17)	8/28/2012	38,070		450		595		—%
						450		595		—%
Voya CLO 2012-3, Ltd.	Cayman Islands / Structured Finance	Subordinated Structured Note (Residual Interest, current yield 0.00%, due 10/15/2022)(5)(14)(17)	10/18/2012	46,632		—		585		—%
						—		585		—%
Voya CLO 2012-4, Ltd.	Cayman Islands / Structured Finance	Subordinated Structured Note (Residual Interest, current yield 11.96%, due 10/16/2028)(5)(14)	11/29/2012	40,613		30,893		28,264		0.8%
						30,893		28,264		0.8%
Voya CLO 2014-1, Ltd.	Cayman Islands / Structured Finance	Subordinated Structured Note (Residual Interest, current yield 16.47%, due 4/18/2031)(5)(6)(14)	3/13/2014	40,773		28,205		26,931		0.8%
						28,205		26,931		0.8%
Voya CLO 2016-3, Ltd.	Cayman Islands / Structured Finance	Subordinated Structured Note (Residual Interest, current yield 12.68%, due 10/18/2027)(5)(6)(14)	10/27/2016	28,100		27,180		22,912		0.7%
						27,180		22,912		0.7%
Voya CLO 2017-3, Ltd.	Cayman Islands / Structured Finance	Subordinated Structured Note (Residual Interest, current yield 12.26%, due 7/20/2030)(5)(6)(14)	7/12/2017	44,885		47,400		43,351		1.3%
						47,400		43,351		1.3%
Wink Holdco, Inc.	Texas / Insurance	Second Lien Term Loan (8.85% (LIBOR + 6.75% with 1.00% LIBOR floor), due 12/1/2025)(8)(13)	12/1/2017	3,000		2,986		2,986		0.1%
						2,986		2,986		0.1%
Total Non-Control/Non-Affiliate Investments (Level 3)						$	3,475,295	$	3,264,517	95.8%

Total Portfolio Investments (Level 3)						$	5,831,458	$	5,727,279	168.1%

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, 2019 (Unaudited) and June 30, 2018

(1)

The terms “Prospect,” “the Company,” “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, 2019 and June 30, 2018, 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, 2019 and June 30, 2018 were $1,668,828 and $1,307,955, respectively, representing 29.3% and 22.8% 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, which is referred to as “Subordinated Structured Note”, or “SSN”. The SSN 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 2.66% and 2.50% at March 31, 2019 and June 30, 2018, respectively. The current base rate for each investment may be different from the reference rate on March 31, 2019 and June 30, 2018.


(11)	The interest rate on these investments is subject to the base rate of 3-Month LIBOR, which was 2.60% and 2.34% at March 31, 2019 and June 30, 2018, respectively. The current base rate for each investment may be different from the reference rate on March 31, 2019 and June 30, 2018.


(12)	The interest rate on these investments is subject to the base rate of 2-Month LIBOR, which was 2.56% and 2.17% at March 31, 2019 and June 30, 2018, respectively. The current base rate for each investment may be different from the reference rate on March 31, 2019 and June 30, 2018.


(13)	The interest rate on these investments is subject to the base rate of 1-Month LIBOR, which was 2.50% and 2.09% at March 31, 2019 and June 30, 2018, respectively. The current base rate for each investment may be different from the reference rate on March 31, 2019 and June 30, 2018.

(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, 2019 and June 30, 2018, our qualifying assets as a percentage of total assets, stood at 73.70% and 73.20%, 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, 2019 and June 30, 2018, we had $15,645 and $29,675, 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, 2019 (Unaudited) and June 30, 2018 (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. If an investment has been impaired upon being called, any future distributions will be recorded as a return of capital. To the extent that the impaired SSN’s cost basis is fully recovered, any future distributions will be recorded as realized gains.

(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. (“USC”) is a parent guarantor of this debt investment, and is 100% owned by SportCo Holdings, Inc. (“SportCo”). Prospect previously held a 3.48% equity interest in SportCo and following an additional issuance common stock by SportCo, Prospect’s ownership increased to 22.0% as of September 30, 2018. As a result, Prospect’s investment in USC is classified as an affiliate investment beginning the period ended September 30, 2018.

(19)

CCPI Holdings Inc., a consolidated entity in which we own 100% of the common stock, held 94.59% of CCPI Inc. (“CCPI”), the operating company, as of June 30, 2018. On March 1, 2019, we sold our 94.59% common equity interest in CCPI, Inc. for $18,865 in net proceeds. Concurrently, CCPI Inc. fully repaid the $2,797 Senior Secured Term Loan A and the $17,566 Senior Secured Term Loan B receivable to us. We recorded a realized gain of $12,105 on the sale of our equity position in CCPI, Inc. In connection with the sale, there is $2,364 being held in escrow that is due to us, which will be recognized as an additional realized gain when received.

(20)

CP Holdings of Delaware LLC, a consolidated entity in which we own 100% of the membership interests, owns 99.8% of CP Energy Services Inc. (“CP Energy”) as of March 31, 2019 and June 30, 2018. 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. 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. 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. Our ownership percentage in CP Energy further increased to 99.8% as of June 30, 2018 following the April 6, 2018 merger between Arctic Oilfield Equipment USA, Inc. (“Arctic Equipment"), a previously controlled portfolio company, and CP Energy, with CP Energy continuing as the surviving corporation. As a result of this transaction, our equity interest in Arctic Equipment was exchanged for newly issued common shares of CP Energy (See Note 14).

(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, 2019 and June 30, 2018. 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)

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 control to affiliate investment classification as of March 31, 2018.


(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, 2019 and June 30, 2018. 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.

(25)

As of June 30, 2018, MITY Holdings of Delaware Inc. (“MITY Delaware”), a consolidated entity in which we own 100% of the common stock, owns 95.58% of the equity of MITY, Inc. (f/k/a MITY Enterprises, Inc.) (“MITY”). Effective March 13, 2019, MITY Delaware’s equity ownership of MITY increased to 100%. 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. As of June 30, 2018, MITY Delaware has a subordinated unsecured note issued and outstanding to Broda Canada that is denominated

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, 2019 (Unaudited) and June 30, 2018 (Continued)

in Canadian Dollars (“CAD”). As of December 31, 2018, MITY Delaware assigned the subordinated unsecured note to Prospect. As of March 31, 2019 and June 30, 2018, the principal balance of this note was CAD 7,371. In accordance with ASC 830, Foreign Currency Matters (“ASC 830”), 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 100% of the equity. 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 shareholder. During the nine months ended March 31, 2019, we received $201 of such commission, which we recognized as other income.

(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. During the period from July 1, 2018 to December 27, 2018, we received partial repayments of $21,181 for our loans previously outstanding with NPRC and its wholly-owned subsidiaries and $15,000 as a return of capital on our equity investment. Effective December 31, 2018, we amended and restated the terms of our credit agreement with NPRC. As part of the amendment, we increased our investment through a New Term Loan A Secured Note (“New TLA”) in the aggregate principal amount of $433,553 and a New Term Loan B Secured Note (“New TLB”) in the aggregate principal amount of $205,000. Under the new agreement, our profit interest is revised to an amount equal to 25% of NPRC’s quarterly residual profit. NPRC utilized a portion of the proceeds from the New TLA and New TLB to repay the previously outstanding Senior Secured Term Loan A and Senior Secured Term Loan E. The remaining proceeds of $140,351 were returned to us as a return of capital, reducing our equity investment in NPRC. We received structuring fees of $12,771 as a result of the amendment.

(27)

Nationwide Acceptance Holdings LLC, a consolidated entity in which we own 100% of the membership interests, owns 94.48% of Nationwide Loan Company LLC (f/k/a Nationwide Acceptance LLC), the operating company, as of March 31, 2019 and June 30, 2018. 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 89.40% and 91.52% of the fully diluted equity of NMMB, Inc. (“NMMB”) as of March 31, 2019 and June 30, 2018, 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, during the year ended June 30, 2017. On June 28, 2017, Gulf Coast was renamed as SB Forging Company II, Inc. In June 2018, SB Forging Company II, Inc. received escrow proceeds of $2,050 related to the sale. The escrow proceeds and $154 of excess cash held at SB Forging Company II, Inc. were subsequently distributed and in connection with the liquidation of our investment, we recorded a realized gain of 2,204 in our Consolidated Statement of Operations during the nine months ended March 31, 2019.


(30)	Prospect owns 99.96% of the equity of USES Corp. as of March 31, 2019 and June 30, 2018.

(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.

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, 2019 (Unaudited) and June 30, 2018 (Continued)

(33)

Prospect owns 9.67% and 16.04% of the equity in Targus Cayman HoldCo Limited, the parent company of Targus International LLC (“Targus”) as of March 31, 2019 and June 30, 2018, 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)

We own 99.9999% of AGC/PEP, LLC (“AGC/PEP”) as of June 30, 2018. 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. During the year ended June 30, 2017, AGC emerged from bankruptcy and AGC Holdco was dissolved. AGC/PEP received a total of 131 shares representing a total ownership stake of 0.05% in AGC. On December 7, 2018, AGC/PEP sold all 131 shares back to AGC. As a result of the transaction, Prospect recorded a realized gain of $24 in our Consolidated Statement of Operations during the three months ended December 31, 2018.


(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)	This investment is in the debt class of the CLO security, which is referred to as “Rated Secured Structured Note”, or “RSSN”. At June 30, 2018, the all-in interest rate of the Galaxy XXVIII CLO, Ltd. RSSN was not yet determined, as the investment was unsettled.


(38)	The consolidated revenue interest is equal to the lesser of (i) 2.0% of consolidated revenue for the twelve-month period ending on the last day of the prior fiscal quarter (or portion thereof) and (ii) 25% of the amount of interest accrued on the Notes at the cash interest rate for such fiscal quarter (or portion thereof).

(39)

As of March 31, 2019 and June 30, 2018, 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 in our Consolidated Statement of Operations for the year ended June 30, 2018 as a result of this transaction.


(40)	On May 29, 2018, Prospect exercised its rights and remedies under its loan documents to exercise the shareholder voting rights in respect of the stock of Pacific World Corporation (“Pacific World”) and to appoint a new Board of Directors of Pacific World. As a result, Prospect’s investment in Pacific World is classified as a control investment.


(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, 2019:



Industry	1st Lien Term Loan		2nd Lien Term Loan		Rated Secured Structured Notes		Subordinated Structured Notes		Subordinated Unsecured Debt		Equity ^(B)		Cost Total
Control Investments
Aerospace & Defense	$	54,191	$	—	$	—	$	—	$	—	$	22,738	$	76,929
Commercial Services & Supplies	122,837		—		—		—		7,057		6,849		136,743
Construction & Engineering	43,311		—		—		—		—		26,204		69,515
Consumer Finance	—		341,908		—		—		—		116,838		458,746
Energy Equipment & Services	35,048		—		—		—		—		192,216		227,264
Equity Real Estate Investment Trusts (REITs)	433,553		—		—		—		—		62,887		496,440

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, 2019 (Unaudited) and June 30, 2018 (Continued)



Industry	1st Lien Term Loan		2nd Lien Term Loan		Rated Secured Structured Notes		Subordinated Structured Notes		Subordinated Unsecured Debt		Equity ^(B)		Cost Total
Health Care Providers & Services	$	244,359	$	—	$	—	$	—	$	—	$	—	$	244,359
Machinery	—		28,622		—		—		—		6,866		35,488
Media	4,614		—		—		—		—		12,869		17,483
Online Lending	172,000		—		—		—		—		100,949		272,949
Personal Products	217,325		—		—		—		—		15,000		232,325
Trading Companies & Distributors	63,375		—		—		—		—		—		63,375
Total Control Investments	$	1,390,613	$	370,530	$	—	$	—	$	7,057	$	563,416	$	2,331,616
Affiliate Investments
Distributors	$	—	$	127,091	$	—	$	—	$	—	$	—	$	127,091
Diversified Consumer Services	—		7,608		—		—		31,849		6,577		46,034
Textiles, Apparel & Luxury Goods	—		—		—		—		—		7,154		7,154
Total Affiliate Investments	$	—	$	134,699	$	—	$	—	$	31,849	$	13,731	$	180,279
Non-Control/Non-Affiliate Investments
Air Freight & Logistics	$	—	$	12,322	$	—	$	—	$	—	$	—	$	12,322
Auto Components	—		25,430		—		—		—		—		25,430
Building Products	—		19,836		—		—		—		—		19,836
Capital Markets	—		25,079		—		—		—		—		25,079
Commercial Services & Supplies	60,399		164,089		—		—		—		—		224,488
Communications Equipment	—		50,497		—		—		—		—		50,497
Consumer Finance	17,778		—		—		—		—		—		17,778
Distributors	173,274		—		—		—		—		—		173,274
Diversified Consumer Services	—		100,091		—		—		—		—		100,091
Diversified Telecommunication Services	—		26,296		—		—		—		—		26,296
Electronic Equipment, Instruments & Components	12,736		—		—		—		—		—		12,736
Energy Equipment & Services	33,528		—		—		—		—		—		33,528
Entertainment	20,577		21,893		—		—		—		—		42,470
Food Products	—		34,719		—		—		—		—		34,719
Health Care Equipment & Supplies	34,510		7,468		—		—		—		—		41,978
Health Care Providers & Services	135,270		96,258		—		—		—		—		231,528
Hotels, Restaurants & Leisure	28,363		7,484		—		—		—		—		35,847
Household Durables	16,056		24,102		—		—		—		—		40,158
Household Products	24,750		—		—		—		—		—		24,750
Insurance	—		2,988		—		—		—		—		2,988
Interactive Media & Services	48,181		—		—		—		—		—		48,181
IT Services	272,303		31,148		—		—		—		—		303,451
Leisure Products	29,319		10,922		—		—		—		1		40,242
Media	95,135		35,000		—		—		—		—		130,135
Paper & Forest Products	—		11,353		—		—		—		—		11,353
Professional Services	118,684		68,358		—		—		—		—		187,042
Real Estate Management & Development	41,160		—		—		—		—		—		41,160
Software	—		70,679		—		—		—		—		70,679
Technology Hardware, Storage & Peripherals	—		12,396		—		—		—		—		12,396
Textiles, Apparel & Luxury Goods	194,226		36,631		—		—		—		—		230,857
Tobacco	—		14,412		—		—		—		—		14,412
Transportation Infrastructure	—		27,557		—		—		—		—		27,557
Structured Finance (A)	—		—		44,783		1,099,133		—		—		1,143,916
Total Non-Control/ Non-Affiliate	$	1,356,249	$	937,008	$	44,783	$	1,099,133	$	—	$	1	$	3,437,174
Total Portfolio Investment Cost	$	2,746,862	$	1,442,237	$	44,783	$	1,099,133	$	38,906	$	577,148	$	5,949,069

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, 2019 (Unaudited) and June 30, 2018 (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, 2019:



Industry	1st Lien Term Loan			2nd Lien Term Loan			Rated Secured Structured Notes			Subordinated Structured Notes			Subordinated Unsecured Debt			Equity ^(B)			Fair Value Total			Fair Value % of Net Assets
Control Investments
Aerospace & Defense	$	54,191		$	—		$	—		$	—		$	—		$	35,419		$	89,610		2.7	%
Commercial Services & Supplies	58,920			—			—			—			—			—			58,920			1.8	%
Construction & Engineering	43,311			—			—			—			—			86,210			129,521			3.9	%
Consumer Finance	—			345,297			—			—			—			234,094			579,391			17.4	%
Energy Equipment & Services	35,048			—			—			—			—			104,667			139,715			4.2	%
Equity Real Estate Investment Trusts (REITs)	433,553			—			—			—			—			349,176			782,729			23.5	%
Health Care Providers & Services	222,529			—			—			—			—			—			222,529			6.7	%
Machinery	—			28,622			—			—			—			2,819			31,441			0.9	%
Media	4,614			—			—			—			—			20,433			25,047			0.8	%
Online Lending	172,000			—			—			—			—			2,585			174,585			5.2	%
Personal Products	130,451			—			—			—			—			—			130,451			3.9	%
Trading Companies & Distributors	30,777			—			—			—			—			—			30,777			0.9	%
Total Control Investments	$	1,185,394		$	373,919		$	—		$	—		$	—		$	835,403		$	2,394,716		71.9	%
Fair Value % of Net Assets	35.6		%	11.2		%	—		%	—		%	—		%	25.1		%	71.9		%
Affiliate Investments
Distributors	$	—		$	35,697		$	—		$	—		$	—		$	—		$	35,697		1.1	%
Diversified Consumer Services	—			7,608			—			—			26,422			—			34,030			1.0	%
Textiles, Apparel & Luxury Goods	—			—			—			—			—			21,315			21,315			0.6	%
Total Affiliate Investments	$	—		$	43,305		$	—		$	—		$	26,422		$	21,315		$	91,042		2.7	%
Fair Value % of Net Assets	—		%	1.3		%	—		%	—		%	0.8		%	0.6		%	2.7		%
Non-Control/Non-Affiliate Investments
Air Freight & Logistics	$	—		$	12,704		$	—		$	—		$	—		$	—		$	12,704		0.4	%
Auto Components	—			25,430			—			—			—			—			25,430			0.8	%
Building Products	—			19,836			—			—			—			—			19,836			0.6	%
Capital Markets	—			25,222			—			—			—			—			25,222			0.8	%
Commercial Services & Supplies	58,787			165,098			—			—			—			1,008			224,893			6.7	%
Communications Equipment	—			50,497			—			—			—			—			50,497			1.5	%
Consumer Finance	17,005			—			—			—			—			—			17,005			0.5	%
Distributors	173,274			—			—			—			—			—			173,274			5.2	%
Diversified Consumer Services	—			98,590			—			—			—			—			98,590			3.0	%
Diversified Telecommunication Services	—			26,296			—			—			—			—			26,296			0.8	%
Electronic Equipment, Instruments & Components	12,872			—			—			—			—			2,192			15,064			0.5	%
Energy Equipment & Services	33,313			—			—			—			—			—			33,313			1.0	%
Entertainment	20,627			21,953			—			—			—			—			42,580			1.3	%
Food Products	—			34,818			—			—			—			—			34,818			1.1	%
Health Care Equipment & Supplies	33,260			7,202			—			—			—			—			40,462			1.2	%
Health Care Providers & Services	134,235			95,606			—			—			—			—			229,841			6.9	%
Hotels, Restaurants & Leisure	28,363			7,484			—			—			—			—			35,847			1.1	%
Household Durables	14,765			23,030			—			—			—			—			37,795			1.1	%
Household Products	24,689			—			—			—			—			—			24,689			0.7	%
Insurance	—			2,945			—			—			—			—			2,945			0.1	%
Interactive Media & Services	48,181			—			—			—			—			—			48,181			1.4	%
IT Services	271,819			31,487			—			—			—			—			303,306			9.1	%

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, 2019 (Unaudited) and June 30, 2018 (Continued)



Industry	1st Lien Term Loan			2nd Lien Term Loan			Rated Secured Structured Notes			Subordinated Structured Notes			Subordinated Unsecured Debt			Equity ^(B)			Fair Value Total			Fair Value % of Net Assets
Leisure Products	$	29,319		$	10,968		$	—		$	—		$	—		$	—		$	40,287		1.2	%
Media	94,609			28,407			—			—			—			—			123,016			3.7	%
Paper & Forest Products	—			11,353			—			—			—			—			11,353			0.3	%
Professional Services	119,112			71,705			—			—			—			—			190,817			5.7	%
Real Estate Management & Development	41,160			—			—			—			—			—			41,160			1.3	%
Software	—			71,189			—			—			—			—			71,189			2.1	%
Technology Hardware, Storage & Peripherals	—			12,396			—			—			—			—			12,396			0.4	%
Textiles, Apparel & Luxury Goods	194,226			36,631			—			—			—			—			230,857			6.9	%
Tobacco	—			14,500			—			—			—			—			14,500			0.4	%
Transportation Infrastructure	—			28,104			—			—			—			—			28,104			0.8	%
Structured Finance (A)	—			—			47,520			881,128			—			—			928,648			27.9	%
Total Non-Control/ Non-Affiliate	$	1,349,616		$	933,451		$	47,520		$	881,128		$	—		$	3,200		$	3,214,915		96.5	%
Fair Value % of Net Assets	40.6		%	28.0		%	1.4		%	26.4		%	—		%	0.1		%	96.5		%
Total Portfolio	$	2,535,010		$	1,350,675		$	47,520		$	881,128		$	26,422		$	859,918		$	5,700,673		171.1	%
Fair Value % of Net Assets	76.2		%	40.5		%	1.4		%	26.4		%	0.8		%	25.8		%	171.1		%

(A) Our RSSN and SSN investments do not have industry concentrations and as such have been separated in the tables above.

(B) 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.


(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, 2018:



Industry	1st Lien Term Loan		2nd Lien Term Loan		Rated Secured Structured Notes		Subordinated Structured Notes		Subordinated Unsecured Debt		Equity^(B)		Cost Total
Control Investments
Aerospace & Defense	$	47,099	$	—	$	—	$	—	$	—	$	22,738	$	69,837
Commercial Services & Supplies	117,861		—		—		—		7,200		6,849		131,910
Construction & Engineering	38,211		—		—		—		—		26,204		64,415
Consumer Finance	—		337,972		—		—		—		116,839		454,811
Electronic Equipment, Instruments & Components	20,700		—		—		—		—		6,759		27,459
Energy Equipment & Services	35,048		—		—		—		—		191,812		226,860
Equity Real Estate Investment Trusts (REITs)	293,203		—		—		—		—		206,655		499,858
Health Care Providers & Services	212,701		—		—		—		—		—		212,701
Machinery	—		28,622		—		—		—		6,866		35,488
Media	8,614		—		—		—		—		12,869		21,483
Online Lending	226,180		—		—		—		—		100,949		327,129
Personal Products	213,575		—		—		—		—		15,000		228,575
Total Control Investments	$	1,213,192	$	366,594	$	—	$	—	$	7,200	$	713,540	$	2,300,526
Affiliate Investments
Diversified Consumer Services	$	—	$	7,834	$	—	$	—	$	31,348	$	6,577	$	45,759
Textiles, Apparel & Luxury Goods	—		—		—		—		—		9,878		9,878
Total Affiliate Investments	$	—	$	7,834	$	—	$	—	$	31,348	$	16,455	$	55,637
Non-Control/Non-Affiliate Investments
Auto Components	$	—	$	12,681	$	—	$	—	$	—	$	—	$	12,681
Building Products	—		9,905		—		—		—		—		9,905

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, 2019 (Unaudited) and June 30, 2018 (Continued)



Industry	1st Lien Term Loan		2nd Lien Term Loan		Rated Secured Structured Notes		Subordinated Structured Notes		Subordinated Unsecured Debt		Equity^(B)		Cost Total
Capital Markets	$	—	$	19,799	$	—	$	—	$	—	$	—	$	19,799
Commercial Services & Supplies	90,364		163,913		—		—		—		—		254,277
Communications Equipment	—		39,860		—		—		—		—		39,860
Consumer Finance	30,570		—		—		—		—		—		30,570
Distributors	343,659		127,091		—		—		—		—		470,750
Diversified Consumer Services	9,647		118,289		—		—		—		—		127,936
Electronic Equipment, Instruments & Components	12,490		14,856		—		—		—		—		27,346
Energy Equipment & Services	30,511		—		—		—		—		—		30,511
Food Products	—		9,884		—		—		—		—		9,884
Health Care Equipment & Supplies	35,815		7,464		—		—		—		—		43,279
Health Care Providers & Services	145,336		61,909		—		—		—		1,252		208,497
Hotels, Restaurants & Leisure	29,813		7,482		—		—		—		—		37,295
Household & Personal Products	24,938		—		—		—		—		—		24,938
Household Durables	16,894		25,645		—		—		—		—		42,539
Insurance	—		2,986		—		—		—		—		2,986
Internet & Direct Marketing Retail	4,813		35,000		—		—		—		—		39,813
Internet Software & Services	215,791		13,926		—		—		—		—		229,717
IT Services	160,588		21,595		—		—		—		—		182,183
Leisure Products	34,626		10,904		—		—		—		1		45,531
Media	118,605		2,975		—		—		—		—		121,580
Online Lending	—		—		—		—		30		—		30
Paper & Forest Products	—		11,328		—		—		—		—		11,328
Pharmaceuticals	—		11,882		—		—		—		—		11,882
Professional Services	9,468		64,804		—		—		—		—		74,272
Real Estate Management & Development	41,860		—		—		—		—		—		41,860
Software	—		66,435		—		—		—		—		66,435
Technology Hardware, Storage & Peripherals	—		12,384		—		—		—		—		12,384
Textiles, Apparel & Luxury Goods	—		36,551		—		—		—		—		36,551
Tobacco	—		14,392		—		—		—		—		14,392
Trading Companies & Distributors	63,863		—		—		—		—		—		63,863
Transportation Infrastructure	—		27,494		—		—		—		—		27,494
Structured Finance (A)	—		—		6,159		1,096,768		—		—		1,102,927
Total Non-Control/ Non-Affiliate	$	1,419,651	$	951,434	$	6,159	$	1,096,768	$	30	$	1,253	$	3,475,295
Total Portfolio Investment Cost	$	2,632,843	$	1,325,862	$	6,159	$	1,096,768	$	38,578	$	731,248	$	5,831,458

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, 2018:



Industry	1st Lien Term Loan		2nd Lien Term Loan		Rated Secured Structured Notes		Subordinated Structured Notes		Subordinated Unsecured Debt		Equity^(B)		Fair Value Total		Fair Value % of Net Assets
Control Investments
Aerospace & Defense	$	47,099	$	—	$	—	$	—	$	—	$	35,179	$	82,278	2.4	%
Commercial Services & Supplies	67,011		—		—		—		5,563		2,639		75,213		2.2	%
Construction & Engineering	38,211		—		—		—		—		12,586		50,797		1.5	%

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, 2019 (Unaudited) and June 30, 2018 (Continued)



Industry	1st Lien Term Loan			2nd Lien Term Loan			Rated Secured Structured Notes			Subordinated Structured Notes			Subordinated Unsecured Debt			Equity^(B)			Fair Value Total			Fair Value % of Net Assets
Consumer Finance	$	—		$	342,331		$	—		$	—		$	—		$	211,209		$	553,540		16.2	%
Electronic Equipment, Instruments & Components	20,700			—			—			—			—			15,056			35,756			1.1	%
Energy Equipment & Services	35,048			—			—			—			—			103,456			138,504			4.1	%
Equity Real Estate Investment Trusts (REITs)	293,203			—			—			—			—			518,712			811,915			23.8	%
Health Care Providers & Services	197,621			—			—			—			—			—			197,621			5.8	%
Machinery	—			28,622			—			—			—			3,264			31,886			0.9	%
Media	8,614			—			—			—			—			10,121			18,735			0.6	%
Online Lending	226,180			—			—			—			—			16,881			243,061			7.1	%
Personal Products	165,020			—			—			—			—			—			165,020			4.9	%
Total Control Investments	$	1,098,707		$	370,953		$	—		$	—		$	5,563		$	929,103		$	2,404,326		70.6	%
Fair Value % of Net Assets	32.2		%	10.9		%	—		%	—		%	0.2		%	27.3		%	70.6		%
Affiliate Investments
Diversified Consumer Services	$	—		$	7,834		$	—		$	—		$	27,382		$	—		$	35,216		1.0	%
Textiles, Apparel & Luxury Goods	—			—			—			—			—			23,220			23,220			0.7	%
Total Affiliate Investments	$	—		$	7,834		$	—		$	—		$	27,382		$	23,220		$	58,436		1.7	%
Fair Value % of Net Assets	—		%	0.2		%	—		%	—		%	0.8		%	0.7		%	1.7		%
Non-Control/Non-Affiliate Investments
Auto Components	$	—		$	12,887		$	—		$	—		$	—		$	—		$	12,887		0.4	%
Building Products	—			10,000			—			—			—			—			10,000			0.3	%
Capital Markets	—			20,000			—			—			—			—			20,000			0.6	%
Commercial Services & Supplies	89,658			164,236			—			—			—			917			254,811			7.5	%
Communications Equipment	—			40,000			—			—			—			—			40,000			1.2	%
Consumer Finance	33,438			—			—			—			—			—			33,438			1.0	%
Distributors	343,659			58,806			—			—			—			—			402,465			11.8	%
Diversified Consumer Services	9,647			118,289			—			—			—			—			127,936			3.8	%
Electronic Equipment, Instruments & Components	12,335			14,873			—			—			—			—			27,208			0.8	%
Energy Equipment & Services	32,070			—			—			—			—			—			32,070			0.9	%
Food Products	—			9,886			—			—			—			—			9,886			0.3	%
Health Care Equipment & Supplies	35,815			7,464			—			—			—			—			43,279			1.3	%
Health Care Providers & Services	144,130			61,933			—			—			—			446			206,509			6.0	%
Hotels, Restaurants & Leisure	29,813			7,482			—			—			—			—			37,295			1.1	%
Household & Personal Products	24,938			—			—			—			—			—			24,938			0.7	%
Household Durables	15,728			25,895			—			—			—			—			41,623			1.2	%
Insurance	—			2,986			—			—			—			—			2,986			0.1	%
Internet & Direct Marketing Retail	4,813			35,000			—			—			—			—			39,813			1.2	%
Internet Software & Services	215,791			14,000			—			—			—			—			229,791			6.7	%
IT Services	160,588			21,990			—			—			—			—			182,578			5.4	%
Leisure Products	34,626			11,000			—			—			—			—			45,626			1.3	%
Media	118,655			2,975			—			—			—			—			121,630			3.6	%
Online Lending	—			—			—			—			17			—			17			—	%
Paper & Forest Products	—			11,226			—			—			—			—			11,226			0.3	%
Pharmaceuticals	—			12,000			—			—			—			—			12,000			0.3	%
Professional Services	9,608			67,383			—			—			—			—			76,991			2.3	%
Real Estate Management & Development	41,860			—			—			—			—			—			41,860			1.2	%
Software	—			67,265			—			—			—			—			67,265			2.0	%

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, 2019 (Unaudited) and June 30, 2018 (Continued)



Industry	1st Lien Term Loan			2nd Lien Term Loan			Rated Secured Structured Notes			Subordinated Structured Notes			Subordinated Unsecured Debt			Equity^(B)			Fair Value Total			Fair Value % of Net Assets
Technology Hardware, Storage & Peripherals	$	—		$	12,500		$	—		$	—		$	—		$	—		$	12,500		0.4	%
Textiles, Apparel & Luxury Goods	—			37,000			—			—			—			—			37,000			1.1	%
Tobacco	—			14,392			—			—			—			—			14,392			0.4	%
Trading Companies & Distributors	56,199			—			—			—			—			—			56,199			1.6	%
Transportation Infrastructure	—			28,104			—			—			—			—			28,104			0.8	%
Structured Finance (A)	—			—			6,159			954,035			—			—			960,194			28.2	%
Total Non-Control/ Non-Affiliate	$	1,413,371		$	889,572		$	6,159		$	954,035		$	17		$	1,363		$	3,264,517		95.8	%
Fair Value % of Net Assets	41.5		%	26.1		%	0.2		%	28.0		%	—		%	—		%	95.8		%
Total Portfolio	$	2,512,078		$	1,268,359		$	6,159		$	954,035		$	32,962		$	953,686		$	5,727,279		168.1	%
Fair Value % of Net Assets	73.7		%	37.2		%	0.2		%	28.0		%	1.0		%	28.0		%	168.1		%

(A) Our RSSN and SSN investments do not have industry concentrations and as such have been separated in the tables above.


(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, 2019:



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%	(A)
Echelon Transportation, LLC (f/k/a Echelon Aviation LLC)	2.25%	—%	2.25%	(B)
Echelon Transportation, LLC (f/k/a Echelon Aviation LLC)	1.00%	—%	1.00%	(C)
Edmentum Ultimate Holdings, LLC - Revolver	5.00%	—%	5.00%
Edmentum Ultimate Holdings, LLC - Senior PIK Note	8.50%	—%	8.50%
First Tower Finance Company LLC	—%	10.50%	10.50%
Interdent, Inc - Senior Secured Term Loan B	16.00%	—%	16.00%
MITY, Inc.	10.00%	—%	10.00%
National Property REIT Corp. - Senior Secured Term Loan A	—%	5.00%	5.00%
National Property REIT Corp. - Senior Secured Term Loan B	—%	5.50%	5.50%
Nationwide Loan Company LLC	10.00%	—%	10.00%
Spartan Energy Services, Inc.	16.49%	—%	16.49%
Valley Electric Co. of Mt. Vernon, Inc.	—%	2.50%	2.50%
Valley Electric Company, Inc.	—%	10.00%	10.00%
Venio LLC	10.31%	—%	10.31%

(A) On December 17, 2018, the Credit Central Senior Subordinated Loan Agreement was amended to allow interest accruing in cash to be payable in kind resulting in a maximum current PIK rate of 20.00%.

(B) On January 31, 2018, the Echelon Fourth Amended and Restated Credit Agreement was amended to allow interest accruing in cash to be payable in kind resulting in a maximum current PIK rate of 14.50%.

(C) On January 31, 2018, the Echelon Fourth Amended and Restated Credit Agreement was amended to allow interest accruing in cash to be payable in kind resulting in a maximum current PIK rate of 12.50%.

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, 2019 (Unaudited) and June 30, 2018 (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 Transportation, LLC (f/k/a Echelon Aviation LLC)	N/A	N/A	2.25%	(A)
Echelon Transportation, LLC (f/k/a Echelon Aviation LLC)	N/A	N/A	1.00%	(A)
Edmentum Ultimate Holdings, LLC - Unsecured Senior PIK Note	8.50%	—%	8.50%
First Tower Finance Company LLC	1.45%	8.55%	10.00%
InterDent, Inc. - Senior Secured Team Loan B	4.25%	—%	4.25%
InterDent, Inc. - Senior Secured Team Loan C	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	—%	1.50%	1.50%
Nationwide Loan Company LLC	—%	10.00%	10.00%
Spartan Energy Services, Inc.	13.98%	—%	13.98%
Valley Electric Co. of Mt. Vernon, Inc.	—%	2.50%	2.50%
Valley Electric Company, Inc.	7.17%	2.83%	10.00%
Venio LLC	10.00%	—%	10.00%

(A) Next PIK payment/capitalization date was July 31, 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, 2019 (Unaudited) and June 30, 2018 (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, 2019 with these controlled investments were as follows:



Portfolio Company	Fair Value at June 30, 2018		Gross Additions (Cost)(A)		Gross Reductions (Cost)(B)			Net unrealized gains (losses)			Fair Value at March 31, 2019		Interest income		Dividend income		Other income		Net realized gains (losses)
CCPI, Inc.	$	35,756	$	—	$	(27,459	)	$	(8,297	)	$	—	$	2,629	$	—	$	1,301	$	12,105
CP Energy Services Inc.	123,261		—		—			2,320			125,581		3,605		—		—		—
Credit Central Loan Company, LLC	76,677		4,093		—			(11,220		)	69,550		9,014		—		—		—
Echelon Transportation LLC	82,278		7,092		—			240			89,610		5,189		—		—		—
First Tower Finance Company LLC	443,010		1,582		(2,478		)	35,844			477,958		41,827		—		—		—
Freedom Marine Solutions, LLC	13,037		300		—			783			14,120		—		—		—		—
InterDent, Inc.	197,621		31,658		—			(6,750		)	222,529		18,590		—		—		—
MITY, Inc.	58,894		1,476		(143		)	(15,938		)	44,289		6,105		—		201		—
National Property REIT Corp.	1,054,976		11,583		(69,181		)	(40,064		)	957,314		58,084		21,000		27,193		—
Nationwide Loan Company LLC	33,853		738		—			(2,708		)	31,883		2,688		165		—		—
NMMB, Inc.	18,735		—		(4,000		)	10,312			25,047		812		—		—		—
Pacific World Corporation	165,020		9,000		(5,250		)	(38,319		)	130,451		3,751		—		—		—
R-V Industries, Inc.	31,886		—		—			(445		)	31,441		2,467		—		—		—
SB Forging Company II, Inc. (f/k/a Gulf Coast Machine & Supply Company)	2,194		—		—			(2,194		)	—		—		—		—		2,204
Universal Turbine Parts, LLC (C)	—		45,129		(325		)	(14,027		)	30,777		1,325		—		—		—
USES Corp.	16,319		3,500		—			(5,188		)	14,631		—		—		—		—
Valley Electric Company, Inc.	50,797		5,100		—			73,624			129,521		5,120		10,112		636		—
Wolf Energy, LLC	12		46		58			(102		)	14		—		—		—		—
Total	$	2,404,326	$	121,297	$	(108,778	)	$	(22,129	)	$	2,394,716	$	161,206	$	31,277	$	29,331	$	14,309


(A)	Gross additions include increases in the cost basis of the investments resulting from new portfolio investments, OID accretion and PIK interest, and any transfer of investments.


(B)	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.


(C)	Investment was transferred from non-controlled/non-affiliate investments at $45,129, the fair market value at the beginning of the three month period ended December 31, 2018. Refer to endnote 54.


(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, 2019 with these affiliated investments were as follows:



Portfolio Company	Fair Value at June 30, 2018		Gross Additions (Cost)(A)		Gross Reductions (Cost)(B)			Net unrealized gains (losses)			Fair Value at March 31, 2019		Interest income		Dividend income		Other income		Net realized gains (losses)
Edmentum Ultimate Holdings, LLC	$	35,216	$	8,128	$	(7,855	)	$	(1,459	)	$	34,030	$	631	$	—	$	—	$	—
Nixon, Inc.	—		—		—			—			—		—		—		—		—
Targus Cayman HoldCo Limited	23,220		—		(2,723		)	818			21,315		—		659		—		—
United Sporting Companies, Inc.(C)	—		58,806		—			(23,109		)	35,697		—		—		—		—
Total	$	58,436	$	66,934	$	(10,578	)	$	(23,750	)	$	91,042	$	631	$	659	$	—	$	—


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


(B)	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.


(C)	Investment was transferred from non-controlled/non-affiliate investments at $58,806, the fair market value at the beginning of the three month period ended September 30, 2018. Refer to endnote 18.

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, 2019 (Unaudited) and June 30, 2018 (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, 2018 with these controlled investments were as follows:



Portfolio Company	Fair Value at June 30, 2017		Gross Additions (Cost)(A)		Gross Reductions (Cost)(B)			Net unrealized gains (losses)			Fair Value at June 30, 2018		Interest income		Dividend income		Other income		Net realized gains (losses)
Arctic Energy Services, LLC (C)	$	17,370	$	—	$	(60,876	)	$	43,506		$	—	$	—	$	—	$	—	$	—
CCPI Inc.	43,052		—		(482		)	(6,814		)	35,756		3,704		—		—		—
CP Energy Services Inc. (C)	72,216		65,976		—			(14,931		)	123,261		3,394		—		228		—
Credit Central Loan Company, LLC	64,435		2,240		—			10,002			76,677		12,755		—		903		—
Echelon Transportation, LLC (f/k/a Echelon Aviation LLC)	71,318		—		—			10,960			82,278		6,360		—		—		—
Edmentum Ultimate Holdings, LLC (D)	46,895		5,394		(39,196		)	(13,093		)	—		572		—		—		—
First Tower Finance Company LLC	365,588		21,352		(6,735		)	62,805			443,010		47,422		—		2,664		—
Freedom Marine Solutions, LLC	23,994		982		—			(11,939		)	13,037		—		—		—		—
Interdent, Inc. (E)	—		209,120		—			(11,499		)	197,621		4,775		—		—		—
MITY, Inc.	76,512		—		—			(17,618		)	58,894		8,206		—		1,093		13
National Property REIT Corp.	987,304		160,769		(124,078		)	30,981			1,054,976		90,582		11,279		8,834		—
Nationwide Loan Company LLC	36,945		4,370		—			(7,462		)	33,853		3,485		—		—		—
NMMB, Inc.	20,825		—		(1,999		)	(91		)	18,735		1,455		—		—		—
Pacific World Corporation (F)	—		198,149		(250		)	(32,879		)	165,020		3,742		—		—		—
R-V Industries, Inc.	32,678		—		—			(792		)	31,886		3,064		—		—		—
SB Forging Company II, Inc. (f/k/a Gulf Coast Machine & Supply Company)	1,940		—		—			254			2,194		—		—		—		—
USES Corp.	12,517		3,000		(3		)	805			16,319		—		—		—		—
Valley Electric Company, Inc.	32,509		2,157		—			16,131			50,797		5,971		—		138		—
Wolf Energy, LLC	5,677		—		(3,009		)	(2,656		)	12		—		—		1,220		—
Total	$	1,911,775	$	673,509	$	(236,628	)	$	55,670		$	2,404,326	$	195,487	$	11,279	$	15,080	$	13

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

(B) 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.

(C) Arctic Energy Services, LLC cost basis was transferred to CP Energy Services Inc. on April 6, 2018 as a result of the merger between these controlled portfolio companies. There was no realized gain or loss recognized by us since this was a merger amongst two portfolio companies under our control.

(D) The investment was transferred to affiliate investment classification at $31,362, the fair market value of the investment at the beginning of the three month period ended March 31, 2018. Refer to endnote 22.

(E) The investment was transferred to control investment classification at $208,549, the fair market value of the investment at the beginning of the three month period ended June 30, 2018. Refer to endnote 52.

(F) The investment was transferred from non-control/ non-affiliate to control investment classification at $183,151, the fair market value of the investment at the beginning of the three month period ended June 30, 2018. Refer to endnote 40.

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, 2019 (Unaudited) and June 30, 2018 (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, 2018 with these affiliated investments were as follows:



Portfolio Company	Fair Value at June 30, 2017		Gross Additions (Cost)(A)		Gross Reductions (Cost)(B)			Net unrealized gains (losses)		Fair Value at June 30, 2018		Interest income		Dividend income		Other income		Net realized gains (losses)
Edmentum Ultimate Holdings, LLC (C)	$	—	$	34,416	$	—		$	800	$	35,216	$	348	$	—	$	—	$	—
Nixon, Inc.	—		—		(14,197		)	14,197		—		—		—		—		(14,197		)
Targus International, LLC	11,429		1,117		—			10,674		23,220		205		—		—		846
Total	$	11,429	$	35,533	$	(14,197	)	$	25,671	$	58,436	$	553	$	—	$	—	$	(13,351	)

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

(B) 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.

(C) The investment was transferred from controlled investment classification at $31,362, the fair market value of the investment at the beginning of the three month period ended March 31, 2018. Refer to endnote 22.


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


(52)	During the year ended June 30, 2018, Prospect exercised its rights and remedies under its loan documents to exercise the shareholder voting rights in respect of the stock of InterDent, Inc. (“InterDent”) and to appoint a new Board of Directors of InterDent. As a result, Prospect’s investment in InterDent is classified as a control investment.

(53)

In accordance with endnote 8 of Regulation S-X Rule 12-12 - Form and Content of Schedules - Investments in securities of unaffiliated issuers, we have updated the presentation of our Consolidated Schedule of Investments to include the acquisition dates of our investments. The presentation of our Consolidated Schedule of Investments for the year ended June 30, 2018 has been similarly updated to provide comparable disclosures.


(54)	On December 10, 2018, Prospect purchased all of the voting stock of Universal Turbine Parts, LLC (“UTP”) and appointed a new Board of Directors to UTP, including three Prospect employees. As a result of the purchase, Prospect’s investment in UTP is classified as a control investment.

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,” “the Company,” “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 Rated Secured Structured Notes (“RSSN”) and Subordinated Structured Notes (“SSN”) (collectively referred to as “collateralized loan obligations” or “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 and are collectively referred to as the “Consolidated Holding Companies”: 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”); MITY Holdings of Delaware Inc.; Nationwide Acceptance Holdings LLC; NMMB Holdings, Inc. (“NMMB Holdings”); NPH Property Holdings, LLC (“NPH”); SB Forging Company, Inc. (“SB Forging”); STI Holding, Inc.; UTP Holdings Group Inc. (f/k/a Harbortouch Holdings of Delaware Inc.); Valley Electric Holdings I, Inc.; Valley Electric Holdings II, Inc.; and Wolf Energy Holdings Inc. (“Wolf Energy Holdings”).

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 nine months ended March 31, 2019.

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, 2019 and June 30, 2018, our qualifying assets as a percentage of total assets, stood at 73.70% and 73.20%, 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 platforms (e.g. OnDeck). 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 platforms 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 platforms’ 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 platform, 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 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 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 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, 2019, approximately 3.3% 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 Subordinated Structured Notes (typically preferred shares, income notes or subordinated notes of CLO funds) 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

We have elected to be treated as a RIC and intend to continue to comply with the requirements of the Code applicable to regulated investment companies. We are required to distribute at least 90% of our investment company taxable income and intend to distribute (or retain through a deemed distribution) all of our investment company taxable income and net capital gains to stockholders; 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.

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, 2019, we do not expect to have any excise tax due for the 2019 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 five 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, 2019, 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, 2015 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 offerings of our existing unsecured notes that mature on June 15, 2024 (“2024 Notes Follow-on Program”) and June 15, 2028 (“2028 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, 2019 and June 30, 2018, 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. The adoption of the amended guidance in ASU 2016-15 did not 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. The application of this guidance did not have a material impact on our consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. The standard will modify the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. ASU No. 2018-13 is effective for annual reporting periods beginning after December 15, 2019, including interim periods within that reporting period. Early adoption is permitted upon issuance of this ASU. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements.

SEC Disclosure Update and Simplification

In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. The amendments are intended to facilitate the disclosure of information to investors and simplify compliance. The effective date for the SEC amendments was November 5, 2018; however, in light of the timing and proximity of effectiveness to the filing date for most filers’ quarterly reports, the SEC Staff commented that it would not object if the first presentation of the changes in shareholders’ equity is included in a filer’s Form 10-Q for the quarter that begins after the effective date of the amendments. We have adopted the amendments for the fiscal quarter ended March 31, 2019.

net unrealized gain (loss) on investments; and 3) accumulated net realized gain (loss) on investments. We also presented distributions from earnings on the Consolidated Statements of Changes in Net Assets as distributions from net investment income. In accordance with the SEC Release, distributable earnings and distributions from distributable earnings are shown in total on the Consolidated Statements of Assets and Liabilities and Consolidated Statements of Changes in Net Assets, respectively. The changes in presentation have been retrospectively applied to the prior period statements presented.

Tax Cuts and Jobs Act

On December 22, 2017, the President signed into law the Tax Cuts and Jobs Act (The “Tax Act”), which significantly changed the Code, including, a reduction in the corporate income tax rate, a new limitation on the deductibility of interest expense, and significant changes to the taxation of income earned from foreign sources and foreign subsidiaries. The Tax Act also authorizes the IRS to issue regulations with respect to the new provisions. We cannot predict how the changes in the Tax and Jobs Act, or regulations or other guidance issued under it, might affect us, our business or the business of our portfolio companies. However, our portfolio companies may or may not make certain elections under the Tax Act that could materially increase their taxable earnings and profits. Any such increase in the earnings and profits of a portfolio company may result in the characterization of certain distributions sourced from sale proceeds as dividend income, which may increase our distributable taxable income. During the nine months ended March 31, 2019, we received $21,000 of such dividends from National Property REIT Corp. (“NPRC”) related to the gain on the sale of real estate properties.

Note 3. Portfolio Investments

At March 31, 2019, we had investments in 137 long-term portfolio investments, which had an amortized cost of $5,949,069 and a fair value of $5,700,673. At June 30, 2018, we had investments in 135 long-term portfolio investments, which had an amortized cost of $5,831,458 and a fair value of $5,727,279.

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 $516,605 and $1,390,816 during the nine months ended March 31, 2019 and March 31, 2018, respectively. Debt repayments and considerations from sales of equity securities of approximately$415,165 and $1,471,246 were received during the nine months ended March 31, 2019 and March 31, 2018, respectively.

The following table shows the composition of our investment portfolio as of March 31, 2019 and June 30, 2018.



	March 31, 2019				June 30, 2018
	Cost		Fair Value		Cost		Fair Value
Revolving Line of Credit	$	38,433	$	38,381	$	38,659	$	38,559
Senior Secured Debt	2,716,036		2,504,237		2,602,018		2,481,353
Subordinated Secured Debt	1,434,630		1,343,067		1,318,028		1,260,525
Subordinated Unsecured Debt	38,906		26,422		38,548		32,945
Small Business Loans	—		—		30		17
Rated Secured Structured Notes	44,783		47,520		6,159		6,159
Subordinated Structured Notes	1,099,133		881,128		1,096,768		954,035
Equity	577,148		859,918		731,248		953,686
Total Investments	$	5,949,069	$	5,700,673	$	5,831,458	$	5,727,279

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.


•	Rated Secured Structured Notes includes our investment in the “debt” class of security of CLO funds.


•	Subordinated Structured Notes 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, 2019.



	Level 1		Level 2		Level 3		Total
Revolving Line of Credit	$	—	$	—	$	38,381	$	38,381
Senior Secured Debt	—		—		2,504,237		2,504,237
Subordinated Secured Debt	—		—		1,343,067		1,343,067
Subordinated Unsecured Debt	—		—		26,422		26,422
Rated Secured Structured Notes	—		—		47,520		47,520
Subordinated Structured Notes	—		—		881,128		881,128
Equity	—		—		859,918		859,918
Total Investments	$	—	$	—	$	5,700,673	$	5,700,673

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, 2018.



	Level 1		Level 2		Level 3		Total
Revolving Line of Credit	$	—	$	—	$	38,559	$	38,559
Senior Secured Debt	—		—		2,481,353		2,481,353
Subordinated Secured Debt	—		—		1,260,525		1,260,525
Subordinated Unsecured Debt	—		—		32,945		32,945
Small Business Loans	—		—		17		17
Rated Secured Structured Notes	—		—		6,159		6,159
Subordinated Structured Notes	—		—		954,035		954,035
Equity	—		—		953,686		953,686
Total Investments	$	—	$	—	$	5,727,279	$	5,727,279

The following tables show the aggregate changes in the fair value of our Level 3 investments during the nine months ended March 31, 2019.



	Fair Value Measurements Using Unobservable Inputs (Level 3)
	Control Investments			Affiliate Investments			Non-Control/ Non-Affiliate Investments			Total
Fair value as of June 30, 2018	$	2,404,326		$	58,436		$	3,264,517		$	5,727,279
Net realized gains (losses) on investments	14,309			—			(1,977		)	12,332
Net change in unrealized losses(1)	(22,129		)	(23,750		)	(98,338		)	(144,217		)
Net realized and unrealized losses	(7,820		)	(23,750		)	(100,315		)	(131,885		)
Purchases of portfolio investments	50,129			7,385			429,428			486,942
Payment-in-kind interest	25,069			743			3,851			29,663
Accretion of discounts and premiums, net	970			—			1,684			2,654
Repayments and sales of portfolio investments	(123,087		)	(10,578		)	(280,315		)	(413,980		)
Transfers within Level 3(1)	45,129			58,806			(103,935		)	—
Transfers in (out) of Level 3(1)	—			—			—			—
Fair value as of March 31, 2019	$	2,394,716		$	91,042		$	3,214,915		$	5,700,673



	Revolving Line of Credit			Senior Secured Debt			Subordinated Secured Debt			Subordinated Unsecured Debt			Small Business Loans			Rated Secured Structured Notes		Subordinated Structured Notes			Equity			Total
Fair value as of June 30, 2018	$	38,559		$	2,481,353		$	1,260,525		$	32,945		$	17		$	6,159	$	954,035		$	953,686		$	5,727,279
Net realized (losses) gains on investments	—			(823		)	—			—			73			—		—			13,082			12,332
Net change in unrealized gains (losses)(1)	48			(91,134		)	(34,059		)	(6,881		)	13			2,737		(75,272		)	60,331			(144,217		)
Net realized and unrealized gains (losses)	48			(91,957		)	(34,059		)	(6,881		)	86			2,737		(75,272		)	73,413			(131,885		)
Purchases of portfolio investments	16,385			315,387			217,820			—			—			38,524		6,885			(108,059		)	486,942
Payment-in-kind interest	244			21,760			7,158			501			—			—		—			—			29,663
Accretion (amortization) of discounts and premiums, net	—			2,442			4,632			—			—			100		(4,520		)	—			2,654
Repayments and sales of portfolio investments	(16,855		)	(224,748		)	(113,009		)	(143		)	(103		)	—		—			(59,122		)	(413,980		)
Transfers within Level 3(1)	—			—			—			—			—			—		—			—			—
Transfers in (out) of Level 3(1)	—			—			—			—			—			—		—			—			—
Fair value as of March 31, 2019	$	38,381		$	2,504,237		$	1,343,067		$	26,422		$	—		$	47,520	$	881,128		$	859,918		$	5,700,673


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

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 on investments	13			(13,351		)	(5,800		)	(19,138		)
Net change in unrealized gains (losses)	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			Subordinated Structured Notes			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)	(66		)	44,514			(21,855		)	(14,085		)	381			(81,704		)	70,903			(1,912		)
Net realized and unrealized (losses) gains	(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 are assumed to have occurred at the beginning of the quarter during which the asset was transferred.

For the nine months ended March 31, 2019 and March 31, 2018, the net change in unrealized losses on the investments that use Level 3 inputs was ($131,870) and ($28,205) for investments still held as of March 31, 2019 and March 31, 2018, respectively.

The ranges of unobservable inputs used in the fair value measurement of our Level 3 investments as of March 31, 2019 were as follows:

Unobservable Input

Asset Category

Fair Value

Primary Valuation Approach or Technique

Input

Range

Weighted

Average

Senior Secured Debt

1,349,616

Discounted Cash Flow
(Yield analysis)

Market yield

6.2% - 27.0%

11.1%

Senior Secured Debt

380,568

Enterprise Value Waterfall (Market approach)

EBITDA multiple

4.0x - 9.5x

8.2x

Senior Secured Debt

145,082

Enterprise Value Waterfall (Market approach)

Revenue multiple

0.3x - 1.4x

1.1x

Senior Secured Debt

54,191

Enterprise Value Waterfall (Discounted cash flow)

Discount rate

7.7% - 13.1%

9.8%

Senior Secured Debt (1)

172,000

Enterprise Value Waterfall

Loss-adjusted discount rate

3.8% - 13.7%

10.7%

Senior Secured Debt (2)

433,553

Enterprise Value Waterfall (NAV Analysis)

Capitalization rate

3.4% - 8.5%

6.0%

Discounted Cash Flow

Discount rate

6.5% - 7.5%

7.0%

Subordinated Secured Debt

933,451

Discounted Cash Flow
(Yield analysis)

Market yield

6.2% - 26.2%

11.7%

Subordinated Secured Debt

36,230

Enterprise Value Waterfall (Market approach)

EBITDA multiple

8.0x - 12.0x

9.0x

Subordinated Secured Debt

35,697

Liquidation analysis

N/A

Subordinated Secured Debt (3)

345,297

Enterprise Value Waterfall (Market approach)

Book value multiple

0.8x - 3.0x

2.6x

Subordinated Unsecured Debt

26,422

Enterprise Value Waterfall (Market approach)

EBITDA multiple

5.8x - 12.0x

11.0x

Rated Secured Structured Notes

47,520

Discounted Cash Flow

Discount rate (4)

10.2% - 10.5%

10.4%

Subordinated Structured Notes

881,128

Discounted Cash Flow

Discount rate (4)

2.5% - 30.2%

20.0%

Preferred Equity

83,658

Enterprise Value Waterfall (Market approach)

EBITDA multiple

4.0x - 8.5x

7.1x

Common Equity/Interests/Warrants

137,652

Enterprise value waterfall (Market approach)

EBITDA multiple

5.5x - 12.0x

6.5x

Common Equity/Interests/Warrants (1)

2,585

Enterprise value waterfall

Loss-adjusted discount rate

3.8% - 13.7%

10.7%

Common Equity/Interests/Warrants (2)

261,397

Enterprise value waterfall (NAV analysis)

Capitalization rate

3.4% - 8.5%

6.0%

Discounted cash flow

Discount rate

6.5% - 7.5%

7.0%

Common Equity/Interests/Warrants (5)

233,621

Enterprise value waterfall (Market approach)

Book value multiple

0.8x - 3.0x

2.6x

Common Equity/Interests/Warrants (6)

87,779

Discounted cash flow

Capitalization rate

3.4% - 8.5%

6.0%

Common Equity/Interests/Warrants

35,892

Discounted cash flow

Discount rate

8.8% - 14.9%

9.8%

Common Equity/Interests/Warrants

14,134

Liquidation analysis

N/A

Escrow Receivable

3,200

Discounted cash flow

Discount rate

0.0% - 7.8%

5.0%

Total Level 3 Investments

5,700,673

(1)

Represents an investment in a Real Estate Investment subsidiary. The Enterprise Value analysis includes the fair value of our 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 above. In addition, the valuation also used projected loss rates as an unobservable input ranging from 0.0%-13.0%, with a weighted average of 1.8%.


(2)	Represents Real Estate Investments. Enterprise Value Waterfall methodology uses both the net asset value analysis and discounted cash flow technique, which are weighted equally (50%).

(3)

Represents investments in consumer finance subsidiaries. The enterprise value waterfall methodology utilizes book value multiples, as noted above. In addition, the valuation of certain consumer finance companies utilizes the enterprise value waterfall technique whereby the significant unobservable input is the earnings multiple and the discounted cash flow technique whereby the significant unobservable input is the discount rate. For these companies the earnings multiple ranged from 8.5x to 12.0x with a weighted average of 11.1x and the discount rate ranged from 12.9% to 14.9% with a weighted average of 13.6%.


(4)	Represents the implied discount rate based on our internally generated single-cash flow model that is derived from the fair value estimated by the corresponding multi-path cash flow model utilized by the independent valuation firm.

(5)

Represents investments in consumer finance subsidiaries. The enterprise value waterfall methodology utilizes book value multiples, as noted above. In addition, the valuation of certain consumer finance companies utilizes the enterprise value waterfall technique whereby the significant unobservable input is the earnings multiple and the discounted cash flow technique whereby the significant unobservable input is the discount rate. For these companies the earnings multiple ranged from 8.5x to 12.0x with a weighted average of 11.3x and the discount rate ranged from 12.9% to 14.9% with a weighted average of 13.5%.


(6)	Represents Residual Profit Interests in Real Estate Investments.

The ranges of unobservable inputs used in the fair value measurement of our Level 3 investments as of June 30, 2018 were as follows:

Unobservable Input

Asset Category

Fair Value

Primary Valuation Approach or Technique

Input

Range

Weighted

Average

Senior Secured Debt

1,409,584

Discounted Cash Flow
(Yield analysis)

Market yield

7.0% - 21.2%

11.3%

Senior Secured Debt

361,720

Enterprise Value Waterfall (Market approach)

EBITDA multiple

4.0x - 10.3x

8.3x

Senior Secured Debt

181,339

Enterprise Value Waterfall (Market approach)

Revenue multiple

0.3x - 1.6x

1.4x

Senior Secured Debt

47,099

Enterprise Value Waterfall (Discounted cash flow)

Discount rate

7.5% - 16.1%

10.7%

Senior Secured Debt

787

Liquidation Analysis

N/A

Senior Secured Debt (1)

226,180

Enterprise Value Waterfall

Loss-adjusted discount rate

3.0% - 14.2%

11.0%

Senior Secured Debt (2)

293,203

Enterprise Value Waterfall (NAV Analysis)

Capitalization Rate

3.3% - 8.7%

6.0%

Discounted Cash Flow

Discount rate

6.5% - 7.5%

7.0%

Subordinated Secured Debt

830,766

Discounted Cash Flow
(Yield analysis)

Market yield

7.6% - 22.5%

11.7%

Subordinated Secured Debt

28,622

Enterprise Value Waterfall (Market approach)

EBITDA multiple

6.5x - 7.5x

7.0x

Subordinated Secured Debt

58,806

Enterprise Value Waterfall (Market approach)

Revenue multiple

0.3x - 0.4x

0.4x

Subordinated Secured Debt (3)

342,331

Enterprise Value Waterfall (Market approach)

Book value multiple

0.8x - 3.1x

2.5x

Enterprise Value Waterfall (Market approach)

Earnings multiple

7.5x - 13.0x

11.9x

Subordinated Unsecured Debt

32,945

Enterprise Value Waterfall (Market approach)

EBITDA multiple

5.8x - 11.5x

9.7%

Small Business Loans (4)

Discounted Cash Flow

Loss-adjusted discount rate

13.0% - 24.3%

15.5%

Subordinated Structured Notes

960,194

Discounted Cash Flow

Discount rate (6)

2.33% - 24.28%

17.24%

Preferred Equity

73,792

Enterprise Value Waterfall (Market approach)

EBITDA multiple

4.0x - 9.0x

7.9x

Preferred Equity

2,194

Liquidation Analysis

N/A

Common Equity/Interests/Warrants

81,753

Enterprise value waterfall (Market approach)

EBITDA multiple

5.0x - 9.0x

6.8x

Common Equity/Interests/Warrants (1)

16,881

Enterprise value waterfall

Loss-adjusted discount rate

3.0% - 14.2%

11.0%

Common Equity/Interests/Warrants (2)

419,224

Enterprise value waterfall (NAV analysis)

Capitalization Rate

3.3% - 8.7%

6.0%

Discounted cash flow

Discount rate

6.5% - 7.5%

7.0%

Common Equity/Interests/Warrants (3)

209,583

Enterprise value waterfall (Market approach)

Book value multiple

0.8x - 3.1x

2.4x

Enterprise value waterfall (Market approach)

Earnings multiple

7.5x - 13.0x

11.9x

Common Equity/Interests/Warrants (5)

99,488

Discounted cash flow

Discount rate

6.5% - 7.5%

7.0%

Common Equity/Interests/Warrants

36,805

Discounted cash flow

Discount rate

7.5% - 15.5%

8.8%

Common Equity/Interests/Warrants

13,049

Liquidation analysis

N/A

Escrow Receivable

917

Discounted cash flow

Discount rate

7.3% - 8.4%

7.9%

Total Level 3 Investments

5,727,279

(1)


(2)	Represents our REIT investments. EV waterfall methodology uses both the net asset value analysis and discounted cash flow technique, 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 discount rate) is weighted equally. For these companies the discount rate ranged from 13.5% to 15.5% 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%-0.06%, with a weighted average of 0.01%.


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


(6)	Represents the implied discount rate based on our internally generated single-cash flows that is derived from the fair value estimated by the corresponding multi-path cash flow model utilized by the independent valuation firm.

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 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 and debt investments 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) our 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 CLO’s underlying senior secured loans may prepay more quickly than expected, which could have an adverse impact on our value.

An increase in LIBOR would materially increase the CLO’s financing costs. Since most of the collateral positions within the CLOs have LIBOR floors, there may not be corresponding increases in investment income (if LIBOR increases but stays below the LIBOR floor rate of such investments) resulting in materially smaller distribution payments to the residual interest investors.

On July 27, 2017, the Financial Conduct Authority (“FCA”) announced that it will no longer persuade or compel banks to submit rates for the calculation of the LIBOR rates after 2021 (the “FCA Announcement”). Furthermore, in the United States, efforts to identify a set of alternative U.S. dollar reference interest rates include proposals by the Alternative Reference Rates Committee of the Federal Reserve Board and the Federal Reserve Bank of New York. On August 24, 2017, the Federal Reserve Board requested public comment on a proposal by the Federal Reserve Bank of New York, in cooperation with the Office of Financial Research, to produce three new reference rates intended to serve as alternatives to LIBOR. These alternative rates are based on overnight repurchase agreement transactions secured by U.S. Treasury Securities. On December 12, 2017, following consideration of public comments, the Federal Reserve Board concluded that the public would benefit if the Federal Reserve Bank of New York published the three proposed reference rates as alternatives to LIBOR (the “Federal Reserve Board Notice”). The Federal Reserve Bank of New York said that the publication of these alternative rates is targeted to commence by mid-2018.

At this time, it is not possible to predict the effect of the FCA Announcement, the Federal Reserve Board Notice, or other regulatory changes or announcements, any establishment of alternative reference rates or any other reforms to LIBOR that may be enacted in the United Kingdom, the United States or elsewhere. As such, the potential effect of any such event on our net investment income cannot yet be determined. The CLOs in which the Company is invested generally contemplate a scenario where LIBOR is no longer available by requiring the CLO administrator to calculate a replacement rate primarily through dealer polling on the applicable measurement date. However, there is uncertainty regarding the effectiveness of the dealer polling processes, including the willingness of banks to provide such quotations, which could adversely impact our net investment income. In addition, the effect of a phase out of LIBOR on U.S. senior secured loans, the underlying assets of the CLOs in which we invest, is currently unclear. To the extent that any replacement rate utilized for senior secured loans differs from that utilized for a CLO that holds those loans, the CLO would experience an interest rate mismatch between its assets and liabilities which could have an adverse impact on the Company’s net investment income and portfolio returns.

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. Increases or decreases in the capitalization rate would result in a decrease or increase, respectively, in the fair value measurement.

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, 2019, the valuation methodology for Engine Group, Inc. (“Engine”) changed to include the waterfall analysis. As a result of the company’s performance, the fair value of our investment in Engine decreased to $32,361 as of March 31, 2019, a discount of $7,030 from its amortized cost, compared to no unrealized appreciation or depreciation recorded at June 30, 2018.

During the nine months ended March 31, 2019, the valuation methodology for GlobalTranz Enterprises, Inc. (“GlobalTranz”) changed to incorporate a takeout analysis, as a definitive agreement to acquire GlobalTranz was signed. As a result of this change in methodology, the fair value of our investment in GlobalTranz increased to $12,704 as of March 31, 2019, a premium of $392 to its amortized cost.

During the nine months ended March 31, 2019, the valuation methodology for Memorial MRI & Diagnostic, LLC (“MMRI”) changed to incorporate a takeout analysis, as the borrower provided formal notice it will repay the loan in April 2019.

During the nine months ended March 31, 2019, the valuation methodology for Photonis Technologies SAS (“Photonis”) changed to remove the WACC and shadow method and incorporate the take out method. As a result of this change, the fair value of our investment in Photonis increased to $12,872 as of March 31, 2019, a premium of $136 to its amortized cost, compared to the $155 unrealized depreciation recorded at June 30, 2018.

During the nine months ended March 31, 2019, the valuation methodology for United Sporting Companies, Inc. (“USC”) changed to incorporate a Liquidation Analysis. As a result of a deterioration in the company’s financial performance, the fair

value of our investment in USC decreased to $35,697, a discount of $91,394 from is amortized cost, compared to the $68,285 unrealized depreciation recorded at June 30, 2018.

During the nine months ended March 31, 2019, we received partial repayments of $54,181 of our loans previously outstanding with NPRC and its wholly owned subsidiary and $15,000 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, 2019, the outstanding investment in online consumer loans by certain of NPRC’s wholly-owned subsidiaries was comprised of 33,478 individual loans and residual interest in four securitizations, and had an aggregate fair value of $187,706. The average outstanding individual loan balance is approximately $4 and the loans mature on dates ranging from April 1, 2019 to April 19, 2025 with a weighted-average outstanding term of 23 months as of March 31, 2019. Fixed interest rates range from 4.0% to 36.0% with a weighted-average current interest rate of 23.5%. As of March 31, 2019, our investment in NPRC and its wholly-owned subsidiaries relating to online consumer lending had a fair value of $174,585.

As of March 31, 2019, based on outstanding principal balance, 8.2% of the portfolio was invested in super prime loans (borrowers with a Fair Isaac Corporation (“FICO”) score, of 720 or greater), 21.8% of the portfolio in prime loans (borrowers with a FICO score of 660 to 719) and 70.0% of the portfolio in near prime loans (borrowers with a FICO score of 580 to 659).



Loan Type	Outstanding Principal Balance		Fair Value		Interest Rate Range	Weighted Average Interest Rate*
Super Prime	$	11,922	$	11,560	4.0% - 24.1%	12.5%
Prime	31,963		30,272		4.0% - 36.0%	17.2%
Near Prime	102,417		95,099		6.0% - 36.0%	26.8%

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

As of March 31, 2019, our investment in NPRC and its wholly-owned subsidiaries had an amortized cost of $769,389 and a fair value of $957,314, including our investment in online consumer lending as discussed above. As of March 31. 2019, our investment in NPRC and its wholly-owned subsidiaries relating to the real estate portfolio had a fair value of $782,729. This portfolio was comprised of forty-three 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, 2019.



No.	Property Name	City	Acquisition Date	Purchase Price		Mortgage Outstanding
1	Filet of Chicken	Forest Park, GA	10/24/2012	$	7,400	$	—
2	Lofton Place, LLC	Tampa, FL	4/30/2013	26,000		20,012
3	Arlington Park Marietta, LLC	Marietta, GA	5/8/2013	14,850		—
4	NPRC Carroll Resort, LLC	Pembroke Pines, FL	6/24/2013	225,000		173,467
5	Cordova Regency, LLC	Pensacola, FL	11/15/2013	13,750		11,331
6	Crestview at Oakleigh, LLC	Pensacola, FL	11/15/2013	17,500		13,791
7	Inverness Lakes, LLC	Mobile, AL	11/15/2013	29,600		24,603
8	Kings Mill Pensacola, LLC	Pensacola, FL	11/15/2013	20,750		17,481
9	Plantations at Pine Lake, LLC	Tallahassee, FL	11/15/2013	18,000		14,037
10	Verandas at Rocky Ridge, LLC	Birmingham, AL	11/15/2013	15,600		10,165
11	Atlanta Eastwood Village LLC	Stockbridge, GA	12/12/2013	25,957		22,263
12	Atlanta Monterey Village LLC	Jonesboro, GA	12/12/2013	11,501		10,831
13	Atlanta Hidden Creek LLC	Morrow, GA	12/12/2013	5,098		4,636
14	Atlanta Meadow Springs LLC	College Park, GA	12/12/2013	13,116		12,751
15	Atlanta Meadow View LLC	College Park, GA	12/12/2013	14,354		12,805
16	Atlanta Peachtree Landing LLC	Fairburn, GA	12/12/2013	17,224		15,168
17	NPH Carroll Bartram Park, LLC	Jacksonville, FL	12/31/2013	38,000		26,778



No.	Property Name	City	Acquisition Date	Purchase Price		Mortgage Outstanding
18	Crestview at Cordova, LLC	Pensacola, FL	1/17/2014	$	8,500	$	7,648
19	Taco Bell, OK	Yukon, OK	6/4/2014	1,719		—
20	Taco Bell, MO	Marshall, MO	6/4/2014	1,405		—
21	23 Mile Road Self Storage, LLC	Chesterfield, MI	8/19/2014	5,804		4,350
22	36th Street Self Storage, LLC	Wyoming, MI	8/19/2014	4,800		3,600
23	Ball Avenue Self Storage, LLC	Grand Rapids, MI	8/19/2014	7,281		5,460
24	Ford Road Self Storage, LLC	Westland, MI	8/29/2014	4,642		3,480
25	Ann Arbor Kalamazoo Self Storage, LLC	Ann Arbor, MI	8/29/2014	4,458		3,345
26	Ann Arbor Kalamazoo Self Storage, LLC	Ann Arbor, MI	8/29/2014	8,927		6,695
27	Ann Arbor Kalamazoo Self Storage, LLC	Kalamazoo, MI	8/29/2014	2,363		1,775
28	Canterbury Green Apartments Holdings LLC	Fort Wayne, IN	9/29/2014	85,500		86,509
29	Abbie Lakes OH Partners, LLC	Canal Winchester, OH	9/30/2014	12,600		14,229
30	Kengary Way OH Partners, LLC	Reynoldsburg, OH	9/30/2014	11,500		15,927
31	Lakeview Trail OH Partners, LLC	Canal Winchester, OH	9/30/2014	26,500		28,952
32	Lakepoint OH Partners, LLC	Pickerington, OH	9/30/2014	11,000		14,480
33	Sunbury OH Partners, LLC	Columbus, OH	9/30/2014	13,000		15,356
34	Heatherbridge OH Partners, LLC	Blacklick, OH	9/30/2014	18,416		18,328
35	Jefferson Chase OH Partners, LLC	Blacklick, OH	9/30/2014	13,551		19,486
36	Goldenstrand OH Partners, LLC	Hilliard, OH	10/29/2014	7,810		11,886
37	Jolly Road Self Storage, LLC	Okemos, MI	1/16/2015	7,492		5,620
38	Eaton Rapids Road Self Storage, LLC	Lansing West, MI	1/16/2015	1,741		1,305
39	Haggerty Road Self Storage, LLC	Novi, MI	1/16/2015	6,700		5,025
40	Waldon Road Self Storage, LLC	Lake Orion, MI	1/16/2015	6,965		5,225
41	Tyler Road Self Storage, LLC	Ypsilanti, MI	1/16/2015	3,507		2,630
42	SSIL I, LLC	Aurora, IL	11/5/2015	34,500		26,450
43	Vesper Tuscaloosa, LLC	Tuscaloosa, AL	9/28/2016	54,500		43,103
44	Vesper Iowa City, LLC	Iowa City, IA	9/28/2016	32,750		24,825
45	Vesper Corpus Christi, LLC	Corpus Christi, TX	9/28/2016	14,250		10,800
46	Vesper Campus Quarters, LLC	Corpus Christi, TX	9/28/2016	18,350		14,175
47	Vesper College Station, LLC	College Station, TX	9/28/2016	41,500		32,058
48	Vesper Kennesaw, LLC	Kennesaw, GA	9/28/2016	57,900		48,634
49	Vesper Statesboro, LLC	Statesboro, GA	9/28/2016	7,500		7,480
50	Vesper Manhattan KS, LLC	Manhattan, KS	9/28/2016	23,250		15,415
51	JSIP Union Place, LLC	Franklin, MA	12/7/2016	64,750		51,800
52	9220 Old Lantern Way, LLC	Laurel, MD	1/30/2017	187,250		153,580
53	7915 Baymeadows Circle Owner, LLC	Jacksonville, FL	10/31/2017	95,700		76,560
54	8025 Baymeadows Circle Owner, LLC	Jacksonville, FL	10/31/2017	15,300		12,240
55	23275 Riverside Drive Owner, LLC	Southfield, MI	11/8/2017	52,000		44,044
56	23741 Pond Road Owner, LLC	Southfield, MI	11/8/2017	16,500		14,185
57	150 Steeplechase Way Owner, LLC	Largo, MD	1/10/2018	44,500		36,668
58	Laurel Pointe Holdings, LLC	Forest Park, GA	5/9/2018	33,005		26,400
59	Bradford Ridge Holdings, LLC	Forest Park, GA	5/9/2018	12,500		10,000
60	Olentangy Commons Owner LLC	Columbus, OH	6/1/2018	113,000		92,876
61	Villages of Wildwood Holdings LLC	Fairfield, OH	7/20/2018	46,500		39,525
62	Falling Creek Holdings LLC	Richmond, VA	8/8/2018	25,000		19,335
63	Crown Pointe Passthrough LLC	Danbury, CT	8/30/2018	108,500		89,400
64	Ashwood Ridge Holdings LLC	Jonesboro, GA	9/21/2018	9,600		7,300
65	Lorring Owner LLC	Forestville, MD	10/30/2018	58,521		47,680
66	Hamptons Apartments Owner, LLC	Beachwood, OH	1/9/2019	96,500		79,520
				$	2,053,507	$	1,695,483

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 December 10, 2018, we received a final distribution from our investment in American Gilsonite Company and recorded a realized gain of $24, as a result of this transaction.

On December 31, 2018, we liquidated our investment in SB Forging Company II. During the nine months ended March 31, 2019, we recorded a realized gain of 2,204 as a result of this transaction.

On February 1, 2019, Maverick Healthcare Equity, LLC was sold. No proceeds were received, resulting in a realized loss of $1,252.

During the period from January 23, 2019 to February 28, 2019, we sold $76,000, or 39.13%, of the outstanding principal balance of the senior secured note investment in Broder Bros., Co. We recorded a realized loss of $450 as a result of these transactions.

On March 1, 2019, we sold our 94.59% common equity interest in CCPI, Inc. for $18,865 in net proceeds. Concurrently, CCPI Inc. fully repaid the $2,797 Senior Secured Term Loan A and the $17,566 Senior Secured Term Loan B receivable to us. We recorded a realized gain of $12,105 on the sale of our equity position in CCPI, Inc. In connection with the sale we recognized an advisory fee payment of $1,301 recorded as other income. In addition, there is $2,364 being held in escrow that is due to us, which will be recognized as an additional realized gain when received.

On March 27, 2019, Ark-La-Tex sold the remainder of its assets for $773. The remainder of our debt investment in Ark-La-Tex was written off and we recorded a realized loss of $371.

As of March 31, 2019, $3,380,634 of our loans to portfolio companies and investments in CLO debt, at fair value, bear interest at floating rates and have LIBOR floors ranging from 0.0% - 3.0%. As of March 31, 2019, $578,993 of our loans to portfolio companies, at fair value, bear interest at fixed rates ranging from 1.0% - 20.0%. As of June 30, 2018, $3,323,420 of our loans to portfolio companies, at fair value, bore interest at floating rates and have LIBOR floors ranging from 0.0% - 3.0%. As of June 30, 2018, $489,962 of our loans to portfolio companies, at fair value, bore interest at fixed rates ranging from 5.0% - 20.0%.

At March 31, 2019, six loan investments were on non-accrual status: Edmentum Ultimate Holdings, LLC (“Edmentum”, the Unsecured Junior PIK Note), Interdent (the Senior Secured Term Loan C and Senior the Secured Term Loan D), Pacific World Corporation (the Senior Secured Term Loan A and the Senior Secured Term Loan B), United Sporting Companies, Inc. (“USC”), USES Corp. (“USES”), and UTP (the Senior Secured Term Loan B). At June 30, 2018, five loan investments were on non-accrual status: Ark-La-Tex, Edmentum (the Unsecured Junior PIK Note), Pacific World Corporation (the Senior Secured Term Loan B), USC, and USES. Cost balances of these loans amounted to $487,356 and $315,733 as of March 31, 2019 and June 30, 2018, respectively. The fair value of these loans amounted to $193,990 and $143,719 as of March 31, 2019 and June 30, 2018, respectively. The fair values of these investments represent approximately 3.3% and 2.5% of our total assets at fair value as of March 31, 2019 and June 30, 2018, 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, 2019 and June 30, 2018, we had $15,645 and $29,675, 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, 2019 and June 30, 2018.

We have guaranteed $2,571 in standby letters of credit issued through a financial intermediary and $1,380 of equipment lease obligations on behalf of InterDent, Inc. (“InterDent”) as of March 31, 2019. Under these arrangements, we would be required to make payments to the financial intermediary or equipment lease provider, respectively, if InterDent was to default on their related payment obligations. As of March 31, 2019, we have not recorded a liability on the statement of assets and liabilities for these guarantees as the likelihood of default on the standby letters of credit or equipment lease is deemed to be remote.

During the nine months ended March 31, 2019 and the nine months ended March 31, 2018, 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 either the investment or income test exceeds 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%. Pursuant to Rule 10-01(b) of Regulation S-X, Interim Financial Statements, if either the investment or income test exceeds 20% under Rule 3-09 of Regulation S-X during an interim period, summarized interim income statement information is required in a quarterly report.

The following table summarizes the results of our analysis for the three tests for the nine months ended March 31, 2019 and year ended June 30, 2018.



	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, 2019	N/A	NPRC	N/A	First Tower Finance NPRC Pacific World Valley Electric	NPRC	-
Year Ended June 30, 2018	-	NPRC	Arctic ⁽¹⁾	First Tower Finance NPRC	NPRC	-

⁽¹⁾On April 6, 2018, our common equity investment in Arctic Equipment was exchanged for newly issued common shares of CP Energy as a result of a merger between the two companies.

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, 2019, as currently promulgated by the SEC, we determined that 4 of our controlled investments individually triggered the 20% threshold for disclosure of summary income statement information. 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”), NPRC, Pacific World Corporation (“Pacific World”), and Valley Electric Company, Inc. (“Valley Electric”) as significant subsidiaries.

The following tables show summarized income statement information for First Tower Finance, which met the 20% income test for the nine months ended March 31, 2019:



	Three Months Ended March 31,						Nine Months Ended March 31,
	2019			2018			2019			2018
Summary of Operations
Total revenue	$	64,692		$	56,941		$	200,297		$	174,144
Total expenses	74,067			64,542			213,470			181,317
Net income (loss)	$	(9,375	)	$	(7,601	)	$	(13,173	)	$	(7,173	)

The following tables show summarized income statement information for NPRC, which met the 20% income test for the nine months ended March 31, 2019:



	Three Months Ended March 31,						Nine Months Ended March 31,
	2019			2018			2019			2018
Summary of Operations
Total revenue	$	113,251		$	144,196		$	382,509		$	342,539
Total expenses	85,173			87,305			269,749			254,776
Operating income	28,078			56,891			112,760			87,763
Depreciation and amortization	(29,935		)	(18,816		)	(71,035		)	(54,418		)
Fair value adjustment	(5,638		)	(15,883		)	(25,358		)	(76,137		)
Net income (loss)	$	(7,495	)	$	22,192		$	16,367		$	(42,792	)

The following tables show summarized income statement information for Pacific World, which met the 20% income test for the nine months ended March 31, 2019:



	Three Months Ended March 31,						Nine Months Ended March 31,
	2019			2018			2019			2018
Summary of Operations
Total revenue	$	24,698		$	37,402		$	83,272		$	100,319
Total expenses	37,116			42,322			140,443			123,927
Net income (loss)	$	(12,418	)	$	(4,921	)	$	(57,171	)	$	(23,607	)

The following tables show summarized income statement information for Valley Electric, which met the 20% income test for the nine months ended March 31, 2019:



	Three Months Ended March 31,					Nine Months Ended March 31,
	2019		2018			2019		2018
Summary of Operations
Total revenue	$	61,807	$	32,406		$	177,478	$	100,037
Total expenses	58,783		32,701			163,550		103,829
Net income (loss)	$	3,024	$	(295	)	$	13,928	$	(3,792	)

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”). The lenders had extended commitments of $885,000 under the 2014 Facility as of June 30, 2018. The 2014 Facility included an accordion feature which allowed commitments to be increased up to $1,500,000 in the aggregate. Interest on borrowings under the 2014 Facility is one-month LIBOR plus 225 basis points. Additionally, the lenders charged a fee on the unused portion of the 2014 Facility equal to either 50 basis points if at least 35% of the credit facility was drawn or 100 basis points otherwise.

On August 1, 2018, we renegotiated the 2014 Facility and closed an expanded five and a half year revolving credit facility (the “2018 Facility” and collectively with the 2014 Facility, the “Revolving Credit Facility”). The lenders have extended commitments of $1,045,000 under the 2018 Facility as of December 31, 2018. The 2018 Facility includes an accordion feature which allows commitments to be increased up to $1,500,000 in the aggregate. The 2018 Facility matures on March 27, 2024. It includes a revolving period that extends through March 27, 2022, followed by an additional two-year amortization period, with distributions allowed to Prospect after the completion of the revolving period. During such two-year amortization period, all principal payments

on the pledged assets will be applied to reduce the balance. At the end of the two-year amortization period, the remaining balance will become due, if required by the lenders.

The 2018 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 2018 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 2018 Facility. The 2018 Facility also requires the maintenance of a minimum liquidity requirement. As of March 31, 2019, we were in compliance with the applicable covenants.

Interest on borrowings under the 2018 Facility is one-month LIBOR plus 220 basis points. Additionally, the lenders charge a fee on the unused portion of the credit facility equal to either 50 basis points if more than 60% of the credit facility is drawn, or 100 basis points if more than 35% and an amount less than or equal to 60% of the credit facility is drawn, or 150 basis points if an amount less than or equal to 35% of the credit facility is drawn. The 2018 Facility requires us to pledge assets as collateral in order to borrow under the credit facility.

For the three and nine months ended March 31, 2019 and March 31, 2018, the average stated interest rate (i.e., rate in effect plus the spread) and average outstanding borrowings for the Revolving Credit Facility were as follows:



	Three Months Ended March 31,				Nine Months Ended March 31,
	2019		2018		2019		2018
Average stated interest rate	4.69	%	4.01	%	4.53	%	3.64	%
Average outstanding balance	$295,511		$16,678		$256,409		$27,786

As of March 31, 2019 and June 30, 2018, we had $787,406 and $547,205, respectively, available to us for borrowing under the Revolving Credit Facility, with $99,000 and $37,000 outstanding as of March 31, 2019 and June 30, 2018, respectively. The investments, including cash, used as collateral for the Revolving Credit Facility had an aggregate fair value of $1,683,132, which represents 28.9% 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 $10,504 of new fees and $1,473 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, 2019, $8,386 remains to be amortized and is reflected as deferred financing costs on the Consolidated Statements of Assets and Liabilities. During the nine months ended March 31, 2019, $325 of fees were expensed relating to credit providers in the 2014 Facility who did not commit to the 2018 Facility.

During the three months ended March 31, 2019 and March 31, 2018, we recorded $6,209 and $3,016, 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, 2019 and March 31, 2018, we recorded $17,535 and $9,356, respectively, of interest costs, unused fees and amortization of financing costs on the Revolving Credit Facility as interest expense.

Note 5. Convertible Notes

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 $50,734 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”). 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 of the 2018 Notes, plus interest. No gain or loss was realized on the transaction.

On December 21, 2012, we issued $200,000 aggregate principal amount of convertible notes that matured on January 15, 2019 (the “2019 Notes”). The 2019 Notes bore 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 May 30, 2018, we repurchased $98,353 aggregate principal amount of the 2019 Notes at a price of 102.0, including commissions. The transaction resulted in our recognizing a $2,383 loss during the three months ended June 30, 2018. On January 15, 2019, we repaid the outstanding principal amount of $101,647 of the 2019 Notes, plus interest. No gain or loss was realized on the transaction.

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 2020 Notes, net of the proportionate amount of unamortized debt issuance cost. During the three months ended December 31, 2018, we repurchased an additional $13,500 aggregate principal amount of the 2020 Notes at a price of 99.5, including commissions. As a result of this transaction, we recorded a loss of $41, in the amount of the difference between the reacquisition price and the net carrying amount of the 2020 Notes, net of the proportionate amount of unamortized debt issuance costs. During the three months ended March 31, 2019, we repurchased an additional $129,798 aggregate principal amount of the 2020 Notes at a weighted average price of 101.4, including commission. As a result of these transactions, we recorded a net loss of $2,787 during the three months ended March 31, 2019, in the amount of the difference between the reacquisition price and the net carrying amounts of the 2020 Notes, net of the proportionate amount of unamortized debt issuance costs. As of March 31, 2019, the outstanding aggregate principal amount of the 2020 Notes is $248,702.

On April 11, 2017, we issued $225,000 aggregate principal amount of convertible notes that mature on July 15, 2022 (the “Original 2022 Notes”), unless previously converted or repurchased in accordance with their terms. The Original 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 Original 2022 Notes, net of underwriting discounts and offering costs, were $218,010. On May 18, 2018, we issued an additional $103,500 aggregate principal amount of convertible notes that mature on July 15, 2022 (the “Additional 2022 Notes”, and together with the Original 2022 Notes, the “2022 Notes”), unless previously converted or repurchased in accordance with their terms. The Additional 2022 Notes were a further issuance of, and are fully fungible and rank equally in right of payment with, the Original 2022 Notes and bear interest at a rate of 4.95% per year, payable semi-annually on January 15 and July 15 each year, beginning July 15, 2018. Total proceeds from the issuance of the Additional 2022 Notes, net of underwriting discounts and offering costs, were $100,749. Following the issuance of the Additional 2022 Notes and as of March 31, 2019, the outstanding aggregate principal amount of the 2022 Notes is $328,500.

On March 1, 2019, we issued $175,000 aggregate principal amount of senior convertible notes that mature on March 1, 2025 (the “2025 Notes”), unless previously converted or repurchased in accordance with their terms. We granted the underwriters a 13-day over-allotment option to purchase up to an additional $26,250 aggregate principal amount of the 2025 Notes. The underwriters fully exercised the over-allotment option on March 11, 20l9 and we issued $26,250 aggregate principal amount of 2025 Notes at settlement on March 13, 2019. The 2025 Notes bear interest at a rate of 6.375% per year, payable semi-annually on March 1 and September 1 each year, beginning September 1, 2019. Total proceeds from the issuance of the 2025 Notes, net of underwriting discounts and offering costs, were $198,674. As of March 31, 2019, the outstanding aggregate principal amount of the 2025 Notes is $201,250.

Certain key terms related to the convertible features for the 2020 Notes, the 2022 Notes, and the 2025 Notes (collectively, the “Convertible Notes”) are listed below.



	2020 Notes		2022 Notes		2025 Notes
Initial conversion rate(1)	80.6647		100.2305		110.7420
Initial conversion price	$	12.40	$	9.98	$	9.03
Conversion rate at March 31, 2019(1)(2)	80.6670		100.2305		110.7420
Conversion price at March 31, 2019(2)(3)	$	12.40	$	9.98	$	9.03
Last conversion price calculation date	4/11/2018		4/11/2018		3/1/2019
Dividend threshold amount (per share)(4)	$	0.110525	$	0.083330	$	0.060000


(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 recorded a discount of $4,025 and debt issuance costs of $22,857 which are being amortized over the terms of the Convertible Notes. As of March 31, 2019, $3,979 of the original issue discount and $11,228 of the debt issuance costs remain to be amortized and are included as a reduction within Convertible Notes on the Consolidated Statement of Assets and Liabilities.

During the three months ended March 31, 2019 and March 31, 2018, we recorded $10,460 and $12,664, respectively, of interest costs and amortization of financing costs on the Convertible Notes as interest expense. During the nine months ended March 31, 2019 and March 31, 2018, we recorded $33,352 and $39,323, 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 “Original 2023 Notes”). The Original 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 Original 2023 Notes, net of underwriting discounts and offering costs, were $243,641. On June 20, 2018, we issued an additional $70,000 aggregate principal amount of unsecured notes that mature on March 15, 2023 (the “Additional 2023 Notes”, and together with the Original 2023 Notes, the “2023 Notes”). The Additional 2023 Notes were a further issuance of, and are fully fungible and rank equally in right of payment with, the Original 2023 Notes and 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, 2018. Total proceeds from the issuance of the Additional 2023 Notes, net of underwriting discounts, were $69,403. As of March 31, 2019, the outstanding aggregate principal amount of the 2023 Notes is $320,000.

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 June 7, 2018, we commenced a tender offer to purchase for cash any and all of the $300,000 aggregate principal amount outstanding of the 5.00% 2019 Notes. On June 20, 2018, $146,464 aggregate principal amount of the 5.00% 2019 Notes, representing 48.8% of the previously outstanding 5.00% 2019 Notes, were validly tendered and accepted. The transaction resulted in our recognizing a loss of $3,705 during the three months ended June 30, 2018. On September 26, 2018, we repurchased the remaining $153,536 aggregate principal amount of the 5.00% 2019 Notes at a price of 101.645, including commissions. The transaction resulted in our recognizing a loss of $2,874 during the nine months ended March 31, 2019.

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 (“ATM”) program with FBR Capital Markets & Co. through which we could sell, by means of ATM offerings, from time to time, up to $100,000 in aggregate principal amount of our existing 2024 Notes (“Initial 2024 Notes ATM”). Following the initial 2024 Notes ATM, the aggregate principal amount of the 2024 Notes issued was $199,281 for net proceeds of $193,253, after commissions and offering costs. On July 2, 2018, we entered into a second ATM program with B.Riley FBR, Inc. and BB&T Capital Markets, and on August 31, 2018 with Comerica Securities, Inc., through which we could sell, by means of ATM offerings, up to $100,000 in aggregate principal amount of the 2024 Notes (“Second 2024 Notes ATM”, and together with the Initial 2024 Notes ATM, the “2024 Notes Follow-on Program”). The 2024 Notes are listed on the New York Stock Exchange (“NYSE”) and trade thereon under the ticker “PBB.” During the nine months ended March 31, 2019, we issued an additional $32,593 aggregate principal amount under the second 2024 Notes ATM, for net proceeds of $32,283, after commissions and offering costs. As of March 31, 2019, the outstanding aggregate principal amount of the 2024 Notes is $231,874.

On June 7, 2018, we issued $55,000 aggregate principal amount of unsecured notes that mature on June 15, 2028 (the “2028 Notes”). The 2028 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 September 15, 2018. Total proceeds from the issuance of the 2028 Notes, net of underwriting discounts and offering costs were $53,119. On July 2, 2018, we entered into an ATM program with B.Riley FBR, Inc. and BB&T Capital Markets, and on August 31, 2018 with Comerica Securities, Inc., through which we could sell, by means of ATM offerings, up to $100,000 in aggregate principal amount of our existing 2028 Notes (“2028 Notes ATM” or “2028 Notes Follow-on Program”). The 2028 Notes are listed on the NYSE and trade thereon under the ticker “PBY.” During the nine months ended March 31, 2019, we issued an additional $13,876 aggregate principal amount under the 2028 Notes ATM, for net proceeds of $13,675, after commissions and offering costs. As of March 31, 2019, the outstanding aggregate principal amount of the 2028 Notes is $68,876.

On October 1, 2018, we issued $100,000 aggregate principal amount of unsecured notes that mature on January 15, 2024 (the “6.375% 2024 Notes”). The 6.375% 2024 Notes bear interest at a rate of 6.375% per year, payable semi-annually on January 15 and July 15 of each year, beginning January 15, 2019. Total proceeds from the issuance of the 6.375% 2024 Notes, net of underwriting discounts and offering costs, were $98,985. As of March 31, 2019, the outstanding aggregate principal amount of the 6.375% 2024 Notes is $100,000.

On December 5, 2018, we issued $50,000 aggregate principal amount of unsecured notes that mature on June 15, 2029 (the “2029 Notes”). The 2029 Notes bear interest at a rate of 6.875% per year, payable quarterly on March 15, June 15, September 15, and December 15 of each year, beginning March 15, 2019. Total proceeds from the issuance of the 2029 Notes, net of underwriting discounts and offering costs, were $48,057. On February 9, 2019, we entered into an ATM program with B.Riley FBR, Inc., BB&T Capital Markets, and Comerica Securities, Inc., through which we could sell, by means of ATM offerings, up to $100,000 in aggregate principal amount of our existing 2029 Notes (“2029 Notes ATM” or “2029 Notes Follow-on Program”). The 2029 Notes are listed on the NYSE and trade thereon under the ticker “PBC.” During the three months ended March 31, 2019, we issued an additional $19,170 aggregate principal amount under the 2029 Notes ATM, for net proceeds of $18,523, after commissions and offering costs. As of March 31, 2019, the outstanding aggregate principal amount of the 2029 Notes is $69,170.

The 2023 Notes, the 2024 Notes, the 2028 Notes, the 6.375% 2024 Notes, and the 2029 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 Public Notes we recorded a discount of $4,090 and debt issuance costs of $16,015, which are being amortized over the terms of the notes. As of March 31, 2019, $2,618 of the original issue discount and $11,678 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, 2019 and March 31, 2018, we recorded $12,272 and $11,054, respectively, of interest costs and amortization of financing costs on the Public Notes as interest expense. During the nine months ended March 31, 2019 and March 31, 2018, we recorded $35,102 and $33,143, 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, 2019, we issued $124,643 aggregate principal amount of Prospect Capital InterNotes® for net proceeds of $122,592. These notes were issued with stated interest rates ranging from 5.00% to 6.25% with a weighted average interest rate of 5.78%. These notes mature between July 15, 2023 and March 15, 2029. The following table summarizes the Prospect Capital InterNotes® issued during the nine months ended March 31, 2019:



Tenor at Origination (in years)	Principal Amount		Interest Rate Range		Weighted Average Interest Rate		Maturity Date Range
5	$	57,751	5.00%–5.75%		5.48	%	July 15, 2023 – March 15, 2024
7	31,499		5.50%–6.00%		5.93	%	July 15, 2025 – March 15, 2026
8	385		5.75	%	5.75	%	July 15, 2026
10	35,008		6.00%–6.25%		6.13	%	July 15, 2028 – March 15, 2029
	$	124,643

During the nine months ended March 31, 2018, we issued $69,428 aggregate principal amount of our 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, 2019, we redeemed, prior to maturity, $123,418 aggregate principal amount of Prospect Capital InterNotes® at par with a weighted average interest rate of 4.83% in order to replace shorter maturity debt with longer-term debt. During the nine months ended March 31, 2019, we repaid $7,428 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, 2019 was $905.

The following table summarizes the Prospect Capital InterNotes® outstanding as of March 31, 2019:



Tenor at Origination (in years)	Principal Amount		Interest Rate Range		Weighted Average Interest Rate		Maturity Date Range
5	$	270,820	4.00% – 5.75%		5.04	%	October 15, 2020 - March 15, 2024
5.2	2,618		4.63%		4.63	%	September 15, 2020
5.3	2,601		4.63%		4.63	%	September 15, 2020
5.5	37,816		4.25% – 4.75%		4.55	%	June 15, 2020 - October 15, 2020
6	2,182		4.88%		4.88	%	April 15, 2021 - May 15, 2021
6.5	38,637		5.10% – 5.25%		5.23	%	December 15, 2021 - May 15, 2022
7	120,143		4.00% – 6.00%		5.32	%	January 15, 2020 - March 15, 2026
7.5	1,996		5.75%		5.75	%	February 15, 2021
8	24,660		4.50% – 5.75%		4.67	%	August 15, 2025 - July 15, 2026
10	72,277		5.75% – 7.00%		6.17	%	March 15, 2022 - March 15, 2029
12	2,978		6.00	%	6.00	%	November 15, 2025 - December 15, 2025
15	17,138		5.25% – 6.00%		5.36	%	May 15, 2028 - November 15, 2028
18	19,451		4.13% – 6.25%		5.57	%	December 15, 2030 - August 15, 2031
20	3,970		5.75% – 6.00%		5.89	%	November 15, 2032 - October 15, 2033
25	32,110		6.25% – 6.50%		6.39	%	August 15, 2038 - May 15, 2039
30	105,324		5.50% – 6.75%		6.24	%	November 15, 2042 - October 15, 2043
	$	754,721

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 debt with shorter maturity dates. 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 June 30, 2018:



Tenor at Origination (in years)	Principal Amount		Interest Rate Range		Weighted Average Interest Rate		Maturity Date Range
5	$	228,835	4.00% – 5.50%		4.92	%	July 15, 2020 - June 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	86,097		4.25% – 4.75%		4.61	%	May 15, 2020 - November 15, 2020
6	2,182		4.88%		4.88	%	April 15, 2021 - May 15, 2021
6.5	38,832		5.10% – 5.25%		5.23	%	December 15, 2021 - May 15, 2022
7	147,349		4.00% – 5.75%		5.05	%	January 15, 2020 - June 15, 2025
7.5	1,996		5.75%		5.75	%	February 15, 2021
8	24,720		4.50% – 5.25%		4.65	%	August 15, 2025 - May 15, 2026
10	37,424		5.34% – 7.00%		6.19	%	March 15, 2022 - December 15, 2025
12	2,978		6.00	%	6.00	%	November 15, 2025 - December 15, 2025
15	17,163		5.25% – 6.00%		5.35	%	May 15, 2028 - November 15, 2028
18	20,677		4.13% – 6.25%		5.55	%	December 15, 2030 - August 15, 2031
20	4,120		5.75% – 6.00%		5.89	%	November 15, 2032 - October 15, 2033
25	33,139		6.25% – 6.50%		6.39	%	August 15, 2038 - May 15, 2039
30	108,336		5.50% – 6.75%		6.24	%	November 15, 2042 - October 15, 2043
	$	760,924

In connection with the issuance of Prospect Capital InterNotes®, we incurred $26,064 of fees which are being amortized over the term of the notes, of which $11,969 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, 2019.

During the three months ended March 31, 2019 and March 31, 2018, we recorded $10,005 and $10,745, respectively, of interest costs and amortization of financing costs on the Prospect Capital InterNotes® as interest expense. During the nine months ended March 31, 2019 and March 31, 2018, we recorded $31,521 and $36,039, 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, 2019.



	Principal Outstanding		Unamortized Discount & Debt Issuance Costs		Net Carrying Value			Fair Value (1)			Effective Interest Rate
Revolving Credit Facility(2)	$	99,000	$	8,386	$	99,000	(3)	$	99,000		1ML+2.20%		(6)

2020 Notes	248,702		1,480		247,222			250,918		(4)	5.52	%	(7)
2022 Notes	328,500		7,201		321,299			325,511		(4)	5.71	%	(7)
2025 Notes	201,250		6,526		194,724			198,265		(4)	6.63	%	(7)
Convertible Notes	778,452				763,245			774,694

2023 Notes	320,000		3,474		316,526			332,365		(4)	6.09	%	(7)
2024 Notes	231,874		4,935		226,939			233,543		(4)	6.76	%	(7)
2028 Notes	68,876		2,290		66,586			68,132		(4)	6.77	%	(7)
6.375% 2024 Notes	100,000		1,080		98,920			98,066		(4)	6.62	%	(7)
2029 Notes	69,170		2,517		66,653			68,893		(4)	7.39	%	(7)
Public Notes	789,920				775,624			800,999

Prospect Capital InterNotes®	754,721		11,969		742,752			768,659		(5)	5.42	%	(8)
Total	$	2,422,093			$	2,380,621		$	2,443,352


(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, 2019.


(2)	The maximum draw amount of the Revolving Credit facility as of March 31, 2019 is $1,045,000.


(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 based on observable market inputs.


(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 2028 Notes, and the 2029 Notes, the rate presented is a combined effective interest rate of their respective original Note issuances and Note Follow-on Programs.


(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, 2018.



	Principal Outstanding		Unamortized Discount & Debt Issuance Costs		Net Carrying Value			Fair Value (1)			Effective Interest Rate
Revolving Credit Facility(2)	$	37,000	$	2,032	$	37,000	(3)	$	37,000		1ML+2.25%		(6)

2019 Notes	101,647		339		101,308			103,562		(4)	6.51	%	(7)
2020 Notes	392,000		4,270		387,730			392,529		(4)	5.38	%	(7)
2022 Notes	328,500		8,465		320,035			320,084		(4)	5.69	%	(7)
Convertible Notes	822,147				809,073			816,175

5.00% 2019 Notes	153,536		456		153,080			155,483		(4)	5.29	%	(7)
2023 Notes	320,000		4,120		315,880			328,909		(4)	6.09	%	(7)
2024 Notes	199,281		4,559		194,722			202,151		(4)	6.74	%	(7)
2028 Notes	55,000		1,872		53,128			55,220		(4)	6.72	%	(7)
Public Notes	727,817				716,810			741,763

Prospect Capital InterNotes®	760,924		11,998		748,926			779,400		(5)	5.76	%	(8)
Total	$	2,347,888			$	2,311,809		$	2,374,338


(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, 2018.


(2)	The maximum draw amount of the Revolving Credit facility as of June 30, 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 based on observable market inputs.


(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, 2019.



	Payments Due by Period
	Total		Less than 1 Year		1 – 3 Years		3 – 5 Years		After 5 Years
Revolving Credit Facility	$	99,000	$	—	$	—	$	99,000	$	—
Convertible Notes	778,452		—		248,702		328,500		201,250
Public Notes	789,920		—		—		420,000		369,920
Prospect Capital InterNotes®	754,721		4,402		296,001		166,640		287,678
Total Contractual Obligations	$	2,422,093	$	4,402	$	544,703	$	1,014,140	$	858,848

The following table shows the contractual maturities of our Revolving Credit Facility, Convertible Notes, Public Notes and Prospect Capital InterNotes® as of June 30, 2018.



	Payments Due by Period
	Total		Less than 1 Year		1 – 3 Years		3 – 5 Years		After 5 Years
Revolving Credit Facility	$	37,000	$	—	$	37,000	$	—	$	—
Convertible Notes	822,147		101,647		392,000		328,500		—
Public Notes	727,817		—		153,536		320,000		254,281
Prospect Capital InterNotes®	760,924		—		276,484		246,525		237,915
Total Contractual Obligations	$	2,347,888	$	101,647	$	859,020	$	895,025	$	492,196

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 25, 2018.

We did not repurchase any shares of our common stock during the nine months ended March 31, 2019 and March 31, 2018. As of March 31, 2019, 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, 2019 and March 31, 2018, we did not issue any shares of our common stock.

On October 31, 2018, our registration statement on Form N-2 (File No. 333-227124) was declared effective by the SEC. 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, 2019, we have the ability to issue up to $4,644,211 in securities under the registration statement.

During the nine months ended March 31, 2019 and March 31, 2018, we distributed approximately $197,555 and $211,733, respectively, to our stockholders. The following table summarizes our distributions declared and payable for the nine months ended March 31, 2018 and March 31, 2019.



Declaration Date	Record Date	Payment Date	Amount Per Share		Amount Distributed (in thousands)
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

5/9/2018	7/31/2018	8/23/2018	$	0.060000	$	21,881
5/9/2018	8/31/2018	9/20/2018	0.060000		21,898
8/28/2018	9/28/2018	10/18/2018	0.060000		21,914
8/28/2018	10/31/2018	11/21/2018	0.060000		21,930
11/6/2018	11/30/2018	12/20/2018	0.060000		21,945
11/6/2018	1/2/2019	1/24/2019	0.060000		21,963
11/6/2018	1/31/2019	2/21/2019	0.060000		22,003
2/6/2019	2/28/2019	3/21/2019	0.060000		22,008
2/6/2019	3/29/2019	4/18/2019	0.060000		22,013
Total declared and payable for the nine months ended March 31, 2019					$	197,555

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, 2019 and March 31, 2018. 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, 2019:


•	$0.06 per share for April 2019 to holders of record on April 30, 2019 with a payment date of May 23, 2019.

During the nine months ended March 31, 2019 and March 31, 2018, we issued 2,475,036 and 2,580,429 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, 2019, Prospect officers and directors purchased 2,765,799 shares of our stock, or 0.75% of total outstanding shares as of March 31, 2019, both through the open market transactions and shares issued in connection with our dividend reinvestment plan.

As of March 31, 2019, we have reserved 75,274,597 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, 2019 and March 31, 2018.



	Three Months Ended March 31,				Nine Months Ended March 31,
	2019		2018		2019		2018
Structuring, amendment, and advisory fees	$	2,256	$	8,296	$	20,699	$	23,254
Royalty and Net Revenue interests	9,095		2,322		13,026		5,772
Administrative agent fees	158		68		460		302
Total Other Income	$	11,509	$	10,686	$	34,185	$	29,328

Note 11. Net Increase (Decrease) 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, 2019 and March 31, 2018.



	Three Months Ended March 31,				Nine Months Ended March 31,
	2019		2018		2019		2018
Net increase in net assets resulting from operations	$	89,195	$	51,859	$	105,601	$	185,559
Weighted average common shares outstanding	366,590,492		361,759,954		365,648,290		360,794,837
Net increase in net assets resulting from operations per share	$	0.24	$	0.14	$	0.29	$	0.51

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, 2018 has not been filed. Taxable income and all amounts related to taxable income for the tax year ended August 31, 2018 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, 2018, 2017, and 2016 were as follows:



	Tax Year Ended August 31,
	2018		2017		2016
Ordinary income	$	269,095	$	359,215	$	355,985
Capital gain	—		—		—
Return of capital	—		—		—
Total distributions paid to shareholders	$	269,095	$	359,215	$	355,985

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 2019 calendar year, 45.26% of our distributions as of March 31, 2019 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, 2019, the tax character of dividends paid to shareholders through March 31, 2019 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, 2019.

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, 2018, 2017, and 2016:



	Tax Year Ended August 31,
	2018			2017			2016
Net increase in net assets resulting from operations	$	389,732		$	254,904		$	262,831
Net realized loss on investments	26,762			100,765			22,666
Net unrealized (gains) losses on investments	(105,599		)	(61,939		)	73,181
Other temporary book-to-tax differences	(42,583		)	(32,117		)	(56,036		)
Permanent differences	31			(772		)	2,489
Taxable income before deductions for distributions	$	268,343		$	260,841		$	305,131

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, 2018, we had capital loss carryforwards of approximately $280,386 available for use in later tax years. 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, 2018, we had no cumulative taxable income in excess of cumulative distributions.

As of March 31, 2019, the cost basis of investments for tax purposes was $5,922,037 resulting in an estimated net unrealized loss of $221,364. As of March 31, 2019, the gross unrealized gains and losses were $535,611 and $756,975, respectively. As of June 30, 2018, the cost basis of investments for tax purposes was $5,871,043 resulting in an estimated net unrealized loss of $143,764. As of June 30, 2018, the gross unrealized gains and losses were $476,197 and $619,961, 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, 2019 and June 30, 2018 was calculated based on the book cost of investments as of March 31, 2019 and June 30, 2018, respectively, with cumulative book-to-tax adjustments for investments through August 31, 2018 and 2017, 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, 2018, we decreased overdistributed net investment income by $31 and decreased capital in excess of par value by $31. 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. Due to the difference between our fiscal and tax year end, the reclassifications for the taxable year ended August 31, 2018 is being recorded in the fiscal year ending June 30, 2019 and the reclassifications for the taxable year ended August 31, 2017 were recorded in the fiscal year ended June 30, 2018.

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 $29,540 and $29,422 during the three months ended March 31, 2019 and March 31, 2018, respectively. The total gross base management fee incurred to the favor of the Investment Adviser was $92,794 and $89,543 during the nine months ended March 31, 2019 and March 31, 2018, respectively. The total gross base management fee for the nine months ended March 31, 2019 includes a $2,757 adjustment for fees earned in prior periods that were neither expensed nor paid to the Investment Adviser.

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, we received payments of $154 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 for the three months ended March 31, 2018. No such credits were received for the three months ended March 31, 2019. During the nine months ended March 31, 2019 and March 31, 2018, we received payments of $110 and $553, 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 $92,684 and $88,990 for the nine months ended March 31, 2019 and March 31, 2018, 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 $19,315 and $17,612 during the three months ended March 31, 2019 and March 31, 2018, respectively. The fees incurred for the nine months ended March 31, 2019 and March 31, 2018 were $60,808 and $51,843, respectively. No capital gains incentive fee was incurred during the three or nine months ended March 31, 2019 and March 31, 2018.

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 $2,691 and $4,104 for the three months ended March 31, 2019 and March 31, 2018, respectively. Prospect Administration received estimated payments of $607 and $909 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, 2019 and March 31, 2018, 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, 2019 and March 31, 2018 totaled $2,084 and $3,195, respectively.

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 nine months ended March 31, 2019 and March 31, 2018 totaled $11,091 and $5,899, 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, 2019 and March 31, 2018, we received payments of $1,353 and $1,893, respectively, from our portfolio companies for managerial assistance and subsequently remitted these amounts to Prospect Administration. During the nine months ended March 31, 2019 and March 31, 2018, we received payments of $6,299 and $4,955, 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 TP Flexible Income Fund, Inc., subject to the conditions included therein. On March 31, 2019 Pathway Capital Opportunity Fund, Inc., a fund previously managed by the Investment Adviser, merged with Triton Pacific Investment Corporation, Inc. to form TP Flexible Income Fund, Inc., which is managed by an affiliate of our Investment Adviser.

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 a 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, 2019, we had co-investments with Priority Income Fund, Inc. in the following CLO funds: Apidos CLO XXII, Barings CLO Ltd. 2018-III, Carlyle Global Market Strategies CLO 2016-3, Ltd., Cent CLO 21 Limited, Cent CLO 21 Limited Class E, CIFC Funding 2014-IV-R, Ltd., CIFC Funding 2014-V, Ltd. Class F, CIFC Funding 2016-I, Ltd., Galaxy XXVIII CLO,

Ltd., Galaxy XXVIII CLO, Ltd. Class F, Halcyon Loan Advisors Funding 2014-2 Ltd., Halcyon Loan Advisors Funding 2015-3 Ltd., HarbourView CLO VII-R, Ltd., Jefferson Mill CLO Ltd., Mountain View CLO IX Ltd., Octagon Investment Partners 18-R Ltd., Romark WM-R Ltd., Symphony CLO XIV Ltd., Voya IM CLO 2014-1 Ltd., Voya CLO 2016-3, Ltd. and Voya CLO 2017-3, Ltd.; however HarbourView CLO VII-R, Ltd. and Octagon Investment Partners 18-R Ltd. are not considered co-investments pursuant to the Order as they were purchased on the secondary market.

As of March 31, 2019, we had a co-investment with TP Flexible Income Fund, Inc. in Carlyle Global Market Strategies CLO 2014-4-R, 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, 2019 and March 31, 2018, we recognized expenses that were reimbursed for valuation services of $52 and $54, respectively. During the nine months ended March 31, 2019 and March 31, 2018, we recognized expenses that were reimbursed for valuation services of $155 and $156, respectively. Conversely, Priority Income Fund, Inc. and TP Flexible Income Fund, Inc. reimburse us for software fees, expenses which were initially incurred by Prospect. As of March 31, 2019 and June 30, 2018 we accrued a receivable from Priority Income Fund, Inc. and TP Flexible Income Fund, Inc. for software fees of $11 and $33, 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.

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. As of June 30, 2017, we reported Arctic Energy as a separate controlled company. On April 6, 2018, Arctic Equipment merged with CP Energy and our equity interest was exchanged for newly issued common shares of CP Energy. Refer to discussion on CP Energy ownership below.

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, 2018	$	225
March 31, 2019	—

CCPI Inc.

Prospect owns 100% of the equity of CCPI Holdings Inc. (“CCPI Holdings”), a Consolidated Holding Company. CCPI Holdings held 94.59% of the equity of CCPI Inc. (“CCPI”) as of June 30, 2018, 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. On March 1, 2019, we converted the $2,797 Senior Secured Term Loan A and the $17,566 Senior Secured Term Loan B to preferred equity and subsequently sold our $6,759 common equity interest in CCPI, Inc. and our new $20,363 preferred shares. We recorded a realized gain of $12,105 on the sale of our equity position in CCPI, Inc. In addition, there is $2,364 being held in escrow that is due to us, which will be recognized as an additional realized gain when received.

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, 2018	$	112
Three Months Ended March 31, 2019	20,363
Nine Months Ended March 31, 2018	337
Nine Months Ended March 31, 2019	20,700

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



Three Months Ended March 31, 2018	$	913
Three Months Ended March 31, 2019	806
Nine Months Ended March 31, 2018	2,776
Nine Months Ended March 31, 2019	2,629

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



June 30, 2018	$	306
March 31, 2019	—

The following advisory fee payment was paid from CCPI to Prospect and recognized by Prospect as other income:



Three Months Ended March 31, 2018	$	—
Three Months Ended March 31, 2019	1,301
Nine Months Ended March 31, 2018	—
Nine Months Ended March 31, 2019	1,301

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, 2018	$	60
Three Months Ended March 31, 2019	45
Nine Months Ended March 31, 2018	180
Nine Months Ended March 31, 2019	165

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, 2018	$	—
March 31, 2019	45

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



June 30, 2018	$	60
March 31, 2019	—

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, 2018	$	—
Three Months Ended March 31, 2019	54
Nine Months Ended March 31, 2018	45
Nine Months Ended March 31, 2019	54

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, 2018	$	7
March 31, 2019	—

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 99.8%% of the equity of CP Energy, and the remaining equity is owned by CP Energy management. CP Energy owns 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.

On April 6, 2018, our common equity investment cost in the amount of $60,876 at the date of the merger in Arctic Equipment was exchanged for newly issued common shares of CP Energy. As a result of this merger between these controlled portfolio companies, our equity ownership percentage in CP Energy increased to 99.8%. There was no realized gain or loss recognized by us since this was a merger amongst two portfolio companies under our control.

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, 2018	$	1,112
Three Months Ended March 31, 2019	1,210
Nine Months Ended March 31, 2018	2,217
Nine Months Ended March 31, 2019	3,605

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, 2018	$	—
March 31, 2019	1,223

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, 2018	$	—
Three Months Ended March 31, 2019	—
Nine Months Ended March 31, 2018	175
Nine Months Ended March 31, 2019	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, 2018	$	150
March 31, 2019	—

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, 2018	$	—
March 31, 2019	150

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



June 30, 2018	$	55
March 31, 2019	29

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, 2019 and Mach 31, 2018, 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, 2018	$	592
Three Months Ended March 31, 2019	63
Nine Months Ended March 31, 2018	1,532
Nine Months Ended March 31, 2019	971

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, 2018	$	3,184
Three Months Ended March 31, 2019	2,719
Nine Months Ended March 31, 2018	9,425
Nine Months Ended March 31, 2019	8,043

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, 2018	$	—
Three Months Ended March 31, 2019	1,346
Nine Months Ended March 31, 2018	—
Nine Months Ended March 31, 2019	3,122

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, 2018	$	586
Three Months Ended March 31, 2019	—
Nine Months Ended March 31, 2018	903
Nine Months Ended March 31, 2019	—

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, 2018	$	175
Three Months Ended March 31, 2019	175
Nine Months Ended March 31, 2018	525
Nine Months Ended March 31, 2019	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, 2018	$	175
March 31, 2019	175

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



June 30, 2018	$	33
March 31, 2019	1

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.

During the six months ended December 31, 2018, Prospect made a follow-on $1,600 first lien senior secured debt.

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



Three Months Ended March 31, 2018	$	1,568
Three Months Ended March 31, 2019	1,806
Nine Months Ended March 31, 2018	4,774
Nine Months Ended March 31, 2019	5,189

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



Three Months Ended March 31, 2018	$	—
Three Months Ended March 31, 2019	3,367
Nine Months Ended March 31, 2018	—
Nine Months Ended March 31, 2019	5,492

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



June 30, 2018	$	2,631
March 31, 2019	1,249

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, 2018	$	63
Three Months Ended March 31, 2019	63
Nine Months Ended March 31, 2018	188
Nine Months Ended March 31, 2019	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, 2018	$	—
March 31, 2019	63

The following managerial assistance payments had not yet been paid by Echelon to Prospect and were included by Prospect within other receivables and due to Prospect Administration:



June 30, 2018	$	63
March 31, 2019	—

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, 2018	$	—
Three Months Ended March 31, 2019	—
Nine Months Ended March 31, 2018	—
Nine Months Ended March 31, 2019	735

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, 2018	$	18
March 31, 2019	6

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 control to 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 year ended June 30, 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, 2018	$	—
Three Months Ended March 31, 2019	N/A
Nine Months Ended March 31, 2018	7,834
Nine Months Ended March 31, 2019	N/A

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



Three Months Ended March 31, 2018	$	271
Three Months Ended March 31, 2019	N/A
Nine Months Ended March 31, 2018	686
Nine Months Ended March 31, 2019	N/A

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



Three Months Ended March 31, 2018	$	157
Three Months Ended March 31, 2019	N/A
Nine Months Ended March 31, 2018	459
Nine Months Ended March 31, 2019	N/A

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



June 30, 2018	$	274
March 31, 2019	N/A

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, 2018	$	3,524
Three Months Ended March 31, 2019	—
Nine Months Ended March 31, 2018	6,735
Nine Months Ended March 31, 2019	2,478

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, 2018	$	11,134
Three Months Ended March 31, 2019	13,948
Nine Months Ended March 31, 2018	33,737
Nine Months Ended March 31, 2019	41,827

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, 2018	$	—
Three Months Ended March 31, 2019	—
Nine Months Ended March 31, 2018	870
Nine Months Ended March 31, 2019	1,582

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, 2018	$	4,703
March 31, 2019	4,956

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, 2018	$	—
Three Months Ended March 31, 2019	600
Nine Months Ended March 31, 2018	1,200
Nine Months Ended March 31, 2019	1,800

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, 2018	$	600
March 31, 2019	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, 2018	$	26
March 31, 2019	35

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 year ended June 30, 2018, Prospect purchased an additional $982 in membership interests in Freedom Marine to support its ongoing operations and liquidity needs.

During six months ended December 31, 2018, Prospect purchased an additional $300 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, 2018	$	825
March 31, 2019	1,050

InterDent, Inc.

Following our assumption of assuming control, Prospect exercised its rights and remedies under its loan documents to exercise the shareholder voting rights in respect of the stock of InterDent, Inc. (“InterDent”) and to appoint a new Board of Directors of InterDent, all the members of which are our Investment Adviser’s professionals. As a result, as of June 30, 2018, Prospect’s investment in InterDent is classified as a control investment.

During the six months ended December 31, 2018, Prospect purchased $14,000 of first lien Senior Secured Term Loan A/B from a third party. In addition, Prospect purchased $5,000 of first lien Senior Secured Term Loan D and transferred $31,558 from Senior Secured Term Loan B to Senior Secured Term Loan C.

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



Three Months Ended March 31, 2018	$	—
Three Months Ended March 31, 2019	5,960
Nine Months Ended March 31, 2018	—
Nine Months Ended March 31, 2019	18,590

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



Three Months Ended March 31, 2018	$	—
Three Months Ended March 31, 2019	4,201
Nine Months Ended March 31, 2018	—
Nine Months Ended March 31, 2019	12,658

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



June 30, 2018	$	127
March 31, 2019	204

MITY, Inc.

As of June 30, 2018, MITY Holdings of Delaware Inc. (“MITY Delaware”), a consolidated entity in which we own 100% of the common stock, owns 95.58% of the equity of MITY, Inc. (f/k/a MITY Enterprises, Inc.) (“MITY”). Effective March 13, 2019, MITY Delaware’s equity ownership of MITY increased to 100%. 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 100% of the equity. 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 shareholder. During the nine months ended March 31, 2019 and March 31, 2018, we received $201 and $1,094, 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 interest payments were accrued and paid from MITY to Prospect and recognized by Prospect as interest income:



Three Months Ended March 31, 2018	$	1,871
Three Months Ended March 31, 2019	1,942
Nine Months Ended March 31, 2018	5,711
Nine Months Ended March 31, 2019	5,818

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



Three Months Ended March 31, 2018	$	—
Three Months Ended March 31, 2019	420
Nine Months Ended March 31, 2018	—
Nine Months Ended March 31, 2019	1,476

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



June 30, 2018	$	—
March 31, 2019	230

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, 2018	$	146
Three Months Ended March 31, 2019	—
Nine Months Ended March 31, 2018	445
Nine Months Ended March 31, 2019	287

During the six months ended December 31, 2017, there was a favorable fluctuation in the foreign currency exchange rate and Prospect recognized $11 of realized gain related to its investment in Broda Canada. During the nine months ended March 31, 2019, there was no 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, 2018	$	75
Three Months Ended March 31, 2019	75
Nine Months Ended March 31, 2018	225
Nine Months Ended March 31, 2019	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, 2018	$	75
March 31, 2019	75

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, 2018	$	51
March 31, 2019	7

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 April 3, 2017, Prospect made a $418 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 three multi-family properties for $417 and pay $1 of legal services provided by attorneys at Prospect Administration. The minority interest holder also invested an additional $24 in the JV. The proceeds were used by the JV to fund $441 of capital expenditures.

On April 21, 2017, Prospect made a $2,106 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 Vesper Portfolio JV, LLC for $2,105 and pay $1 of legal services provided by attorneys at Prospect Administration. The proceeds were used by the JV to fund $2,105 of capital expenditures.

On June 30, 2017 NPRC used sale proceeds to make a partial repayment on the Senior Term Loan of $5,750 and a return of capital on Prospects’ equity investment in NPRC of $11,261. In connection to the partial repayment of the Senior Term Loan, NPRC paid a prepayment premium of $58 to Prospect (which was recognized by Prospect as interest income).

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

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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.

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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.

On April 13, 2018, Prospect purchased additional common equity of NPRC through NPH for $8,256. NPRC utilized $8,255 of the proceeds as a capital contribution in a JV entity that own eight multi-family properties and $1 was retained by NPRC as working capital. The proceeds were utilized by the JV entities to fund $8,255 of capital expenditures.

On May 11, 2018, Prospect purchased additional common equity of NPRC through NPH for $3,343. NPRC utilized $3,342 of the proceeds as a capital contribution in multiple JV entities that own eight multi-family properties and $1 was retained by NPRC as working capital. The minority interest holder also contributed $270 of additional capital in the JV entities. The proceeds were utilized by the JV entities to fund $3,612 of capital expenditures.

On May 25, 2018, Prospect purchased additional common equity of NPRC through NPH for $24,507. NPRC utilized $490 of proceeds provided to pay a structuring fee to Prospect (which was recognized by Prospect as structuring fee income). On June 1, 2018, NPRC utilized $23,271 of proceeds provided by Prospect on May 25, 2018 to purchase a 92.5% interest in Olentangy Commons Holdings, LLC. The remaining $746 was retained as working capital by NPRC. The minority interest holder purchased ownership interest in the JV for $1,887. The JV utilized the total proceeds, which included debt financing of $92,876, to acquire $113,000 of multi-family real estate assets. The remaining proceeds were used by the JV to pay $465 of structuring fees to NPRC, $861 of third party expenses, $1,706 of pre-funded capital expenditures, $798 of prepaid assets, and $1,204 was retained by the JV as working capital.

On June 14, 2018, Prospect purchased additional common equity of NPRC through NPH for $3,192. NPRC utilized $3,190 of the proceeds as a capital contribution in multiple JV entities that own three multi-family properties and $2 was retained by NPRC as working capital. The proceeds were utilized by the JV entities to fund $3,190 of capital expenditures.

On June 29, 2018, Prospect purchased additional common equity of NPRC through NPH for $10,780. NPRC utilized $1,471 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 $216 of proceeds provided to pay a structuring fee to Prospect (which was recognized by Prospect as structuring fee income). The remaining $9,093 of proceeds were retained by NPRC to acquire a controlling interest in the JV real estate transaction.

During the year ended June 30, 2018, we provided $21,858 and $13,434 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 year ended June 30, 2018, we received partial repayments of $113,675 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.

On July 19, 2018, Prospect purchased additional common equity of NPRC through NPH for $6,921. NPRC utilized $138 of proceeds provided to pay a structuring fee to Prospect (which was recognized by Prospect as structuring fee income). NPRC utilized $6,697 of proceeds provided by Prospect to purchase a 90% interest in Falling Creek Holdings LLC. The remaining $86 was retained as working capital by NPRC. The minority interest holder purchased ownership interest in the JV for $744. The JV utilized the total proceeds, which included debt financing of $19,335, to acquire a $25,000 multi-family real estate asset. The remaining proceeds were used by the JV to pay $134 of structuring fees to NPRC, $709 of third party expenses, $430 of pre-funded capital expenditures, $312 of prepaid assets, and $191 was retained by the JV as working capital.

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On September 20, 2018, Prospect purchased additional common equity of NPRC through NPH for $3,284. NPRC utilized $66 of proceeds provided to pay a structuring fee to Prospect (which was recognized by Prospect as structuring fee income). NPRC applied the remaining proceeds provided by Prospect to purchase $3,284 of additional ownership interest in a JV entity. The JV utilized the total proceeds, which included debt financing of $7,300, to acquire a $9,600 multi-family real estate asset. The remaining proceeds were used by the JV to pay $79 of structuring fees to NPRC, $277 of third party expenses, $20 of pre-funded capital expenditures, $482 of prepaid assets, and $126 was retained by the JV as working capital.

On October 19, 2018, Prospect purchased additional common equity of NPRC through NPH for $1,377. NPRC applied the proceeds to purchase $1,376 of additional ownership interest in multiple JV entities that own 9 multi-family properties and retained $1 as working capital. The minority interest holder also contributed $35 of additional capital in the JV entities. The proceeds were utilized by the JV entities to fund $1,411 of capital expenditures.

Effective December 31, 2018, we amended and restated the terms of our credit agreement with NPRC. As part of the amendment, we increased our investment through a New Term Loan A Secured Note (“New TLA”) in the aggregate principal amount of $433,553 and a New Term Loan B Secured Note (“New TLB”) in the aggregate principal amount of $205,000. NPRC utilized a portion of the proceeds from the New TLA and New TLB to repay the previously outstanding Senior Secured Term Loan A and Senior Secured Term Loan E. The remaining proceeds of $140,351 were returned to us as a return of capital, reducing our equity investment in NPRC.

During the nine months ended March 31, 2019, we received $496 of an advisory fee related to the restructuring, which we recognized as other income.

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



Three Months Ended March 31, 2018	$	5,639
Three Months Ended March 31, 2019	1,000
Nine Months Ended March 31, 2018	5,639
Nine Months Ended March 31, 2019	21,000

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, 2018	$	17,703
Three Months Ended March 31, 2019	17,732
Nine Months Ended March 31, 2018	52,639
Nine Months Ended March 31, 2019	58,084

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



June 30, 2018	$	426
March 31, 2019	—

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



Three Months Ended March 31, 2018	$	552
Three Months Ended March 31, 2019	—
Nine Months Ended March 31, 2018	3,170
Nine Months Ended March 31, 2019	—

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



Three Months Ended March 31, 2018	$	4,236
Three Months Ended March 31, 2019	—
Nine Months Ended March 31, 2018	13,627
Nine Months Ended March 31, 2019	—

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



Three Months Ended March 31, 2018	$	1,678
Three Months Ended March 31, 2019	656
Nine Months Ended March 31, 2018	4,810
Nine Months Ended March 31, 2019	4,254

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



Three Months Ended March 31, 2018	$	—
Three Months Ended March 31, 2019	8,266
Nine Months Ended March 31, 2018	—
Nine Months Ended March 31, 2019	8,266

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



Three Months Ended March 31, 2018	$	39
Three Months Ended March 31, 2019	412
Nine Months Ended March 31, 2018	1,397
Nine Months Ended March 31, 2019	14,177

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, 2018	$	525
Three Months Ended March 31, 2019	525
Nine Months Ended March 31, 2018	1,175
Nine Months Ended March 31, 2019	1,575

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, 2018	$	525
March 31, 2019	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, 2018	$	396
Three Months Ended March 31, 2019	176
Nine Months Ended March 31, 2018	1,547
Nine Months Ended March 31, 2019	401

104

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, 2018	$	286
March 31, 2019	61

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.

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, 2018	$	—
Three Months Ended March 31, 2019	—
Nine Months Ended March 31, 2018	—
Nine Months Ended March 31, 2019	165

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, 2018	$	868
Three Months Ended March 31, 2019	901
Nine Months Ended March 31, 2018	2,605
Nine Months Ended March 31, 2019	2,688

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



Three Months Ended March 31, 2018	$	296
Three Months Ended March 31, 2019	294
Nine Months Ended March 31, 2018	591
Nine Months Ended March 31, 2019	738

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



June 30, 2018	$	—
March 31, 2019	161

105

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, 2018	$	100
Three Months Ended March 31, 2019	100
Nine Months Ended March 31, 2018	300
Nine Months Ended March 31, 2019	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, 2018	$	100
March 31, 2019	100

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, 2018	$	15
March 31, 2019	—

NMMB, Inc.

Prospect owns 100% of the equity of NMMB Holdings, Inc. (“NMMB Holdings”), a Consolidated Holding Company. NMMB Holdings owns 89.40% and 91.52% of the fully-diluted equity of NMMB, Inc. (f/k/a NMMB Acquisition, Inc.) (“NMMB”) as of March 31, 2019 and June 30, 2018, with NMMB management owning the remaining 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 amounts were paid from Armed Forces to Prospect and recorded by Prospect as repayment of loan receivable:



Three Months Ended March 31, 2018	$	—
Three Months Ended March 31, 2019	3,000
Nine Months Ended March 31, 2018	—
Nine Months Ended March 31, 2019	4,000

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



Three Months Ended March 31, 2018	$	130
Three Months Ended March 31, 2019	130
Nine Months Ended March 31, 2018	396
Nine Months Ended March 31, 2019	397

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



June 30, 2018	$	1
March 31, 2019	4

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, 2018	$	241
Three Months Ended March 31, 2019	99
Nine Months Ended March 31, 2018	735
Nine Months Ended March 31, 2019	415

106

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, 2018	$	2
March 31, 2019	1

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, 2018	$	100
Three Months Ended March 31, 2019	100
Nine Months Ended March 31, 2018	300
Nine Months Ended March 31, 2019	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, 2018	$	100
March 31, 2019	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, 2018	$	1,288
March 31, 2019	—

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, 2018	$	4
March 31, 2019	1

Pacific World Corporation

On May 29, 2018, Prospect exercised its rights and remedies under its loan documents to exercise the shareholder voting rights in respect of the stock of Pacific World Corporation (“Pacific World”) and to appoint a new Board of Directors of Pacific World. As a result, as of June 30, 2018, Prospect’s investment in Pacific World is classified as a control investment.

On June 15, 2018, we made a $15,000 convertible preferred equity investment in Pacific World.

During the nine months ended March 31, 2019, we made a $9,000 revolver draw in Pacific World.

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



Three Months Ended March 31, 2018	—
Three Months Ended March 31, 2019	—
Nine Months Ended March 31, 2018	—
Nine Months Ended March 31, 2019	5,250

Since assuming control, the following interest payments were accrued and paid from Pacific World to Prospect and recognized by Prospect as interest income:



Three Months Ended March 31, 2018	N/A
Three Months Ended March 31, 2019	498
Nine Months Ended March 31, 2018	N/A
Nine Months Ended March 31, 2019	3,751

107

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



June 30, 2018	$	270
March 31, 2019	164

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



June 30, 2018	$	—
March 31, 2019	19

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.

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, 2018	$	775
Three Months Ended March 31, 2019	839
Nine Months Ended March 31, 2018	2,254
Nine Months Ended March 31, 2019	2,467

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



June 30, 2018	$	—
March 31, 2019	9

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, 2018	$	45
Three Months Ended March 31, 2019	45
Nine Months Ended March 31, 2018	135
Nine Months Ended March 31, 2019	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, 2018	$	45
March 31, 2019	45

108

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, 2018	$	—
Three Months Ended March 31, 2019	1
Nine Months Ended March 31, 2018	2
Nine Months Ended March 31, 2019	1

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.

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 during the year ended June 30, 2017. 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.

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.

In June 2018, SB Forging Company II, Inc. received escrow proceeds of $2,050 related to the sale. The escrow proceeds and $154 of excess cash held at SB Forging Company II, Inc. were subsequently distributed and in connection with the liquidation of our investment, we recorded a realized gain of 2,204 in our Consolidated Statement of Operations during the nine months ended March 31, 2019.

Universal Turbine Parts, LLC

On December 10, 2018, Prospect purchased all of the voting stock of Universal Turbine Parts, LLC (“UTP”) and appointed a new Board of Directors to UTP, including three Prospect employees. As a result of the purchase, Prospect’s investment in UTP is classified as a control investment.

After assuming control, the following amounts were paid from UTP to Prospect and recorded by Prospect as repayment of loan receivable:



Three Months Ended March 31, 2018	N/A
Three Months Ended March 31, 2019	163
Nine Months Ended March 31, 2018	N/A
Nine Months Ended March 31, 2019	325

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After assuming control, the following interest payments were accrued and paid from UTP to Prospect and recognized by Prospect as interest income:



Three Months Ended March 31, 2018	N/A
Three Months Ended March 31, 2019	671
Nine Months Ended March 31, 2018	N/A
Nine Months Ended March 31, 2019	1,325

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

Administration (no income was recognized by Prospect):



Three Months Ended March 31, 2018	$	—
Three Months Ended March 31, 2019	1
Nine Months Ended March 31, 2018	—
Nine Months Ended March 31, 2019	1

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



June 30, 2018	$	—
March 31, 2019	3

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.

During the year ended June 30, 2018, Prospect provided additional $3,000 debt financing to USES and its subsidiaries in the form of additional Term Loan A debt.

During the year ended June 30, 2018, we entered into a participation agreement with USES management, and sold $3 of Prospect’s investment in the Term Loan A debt.

During the six months ended December 31, 2018, Prospect provided additional $3,500 debt financing to USES and its subsidiaries in the form of additional 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, 2018	$	625
March 31, 2019	850

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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.

During the six months ended December 31, 2018, Prospect provided $5,100 of additional debt financing to Valley Electric.

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



Three Months Ended March 31, 2018	$	—
Three Months Ended March 31, 2019	2,612
Nine Months Ended March 31, 2018	—
Nine Months Ended March 31, 2019	10,112

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, 2018	$	1,236
Three Months Ended March 31, 2019	1,480
Nine Months Ended March 31, 2018	3,632
Nine Months Ended March 31, 2019	4,286

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, 2018	$	567
Three Months Ended March 31, 2019	—
Nine Months Ended March 31, 2018	1,670
Nine Months Ended March 31, 2019	—

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, 2018	$	14
March 31, 2019	16

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



Three Months Ended March 31, 2018	$	274
Three Months Ended March 31, 2019	274
Nine Months Ended March 31, 2018	834
Nine Months Ended March 31, 2019	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, 2018	$	3
March 31, 2019	—

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



Three Months Ended March 31, 2018	$	—
Three Months Ended March 31, 2019	164
Nine Months Ended March 31, 2018	—
Nine Months Ended March 31, 2019	483

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



Three Months Ended March 31, 2018	$	—
Three Months Ended March 31, 2019	—
Nine Months Ended March 31, 2018	—
Nine Months Ended March 31, 2019	153

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, 2018	$	75
Three Months Ended March 31, 2019	150
Nine Months Ended March 31, 2018	300
Nine Months Ended March 31, 2019	375

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, 2018	$	75
March 31, 2019	150

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, 2018	$	3
March 31, 2019	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 year ended June 30, 2017, Wolf Energy Services received $2,768 from the partial sale of these transferred assets. During the year ended June 30, 2017 Wolf Energy Services received $12,576 from the sale of assets.

During the year ended June 30, 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

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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 year ended June 30, 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.

During the nine months ended March 31, 2019, Wolf Energy Services received $104 from the sale of assets.

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, 2018	$	41
March 31, 2019	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, 2018	$	—
March 31, 2019	9

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, 2019.

Note 16. Financial Highlights

The following is a schedule of financial highlights for the three and nine months ended March 31, 2019 and March 31, 2018:



	Three Months Ended March 31,						Nine Months Ended March 31,
	2019			2018			2019			2018
Per Share Data
Net asset value at beginning of period	$	9.02		$	9.28		$	9.35		$	9.32
Net investment income⁽¹⁾	0.21			0.19			0.67			0.57
Net realized and change in unrealized gains (losses)⁽¹⁾	0.03			(0.05		)	(0.38		)	(0.06		)
Net increase from operations	0.24			0.14			0.29			0.51
Distributions of net investment income	(0.18		)	(0.18		)	(0.54		)	(0.59		)
Common stock transactions⁽²⁾⁽⁴⁾	—			(0.01		)	(0.02		)	(0.01		)
Net asset value at end of period	$	9.08		$	9.23		$	9.08		$	9.23

Per share market value at end of period	$	6.52		$	6.55		$	6.52		$	6.55
Total return based on market value⁽³⁾	6.16		%	(0.20		%)	5.21		%	(12.00		%)
Total return based on net asset value⁽³⁾	3.42		%	2.14		%	5.15		%	8.04		%
Shares of common stock outstanding at end of period	366,884,974			362,657,362			366,884,974			362,657,362
Weighted average shares of common stock outstanding	366,590,492			361,759,954			365,648,290			360,794,837

Ratios/Supplemental Data
Net assets at end of period	$	3,331,815		$	3,346,396		$	3,331,815		$	3,346,396
Portfolio turnover rate	0.62		%	2.12		%	7.16		%	24.55		%
Annualized ratio of operating expenses to average net assets	11.32		%	11.05		%	11.72		%	11.08		%
Annualized ratio of net investment income to average net assets	9.32		%	8.42		%	9.63		%	8.31		%

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The following is a schedule of financial highlights for each of the five years ended in the period ended June 30, 2018:



	Year Ended June 30,
	2018			2017				2016			2015			2014
Per Share Data
Net asset value at beginning of year	$	9.32		$	9.62			$	10.31		$	10.56		$	10.72
Net investment income⁽¹⁾	0.79			0.85				1.04			1.03			1.19
Net realized and change in unrealized gains (losses)⁽¹⁾	0.04			(0.15		)		(0.75		)	(0.05		)	(0.13		)
Net increase from operations	0.83			0.70				0.29			0.98			1.06
Distributions of net investment income	(0.77		)	(1.00		)		(1.00		)	(1.19		)	(1.32		)
Common stock transactions⁽²⁾	(0.03		)	—			(4)	0.02			(0.04		)	0.10
Net asset value at end of year	$	9.35		$	9.32			$	9.62		$	10.31		$	10.56

Per share market value at end of year	$	6.71		$	8.12			$	7.82		$	7.37		$	10.63
Total return based on market value⁽³⁾	(7.42		%)	16.80		%		21.84		%	(20.84		%)	10.88		%
Total return based on net asset value⁽³⁾	12.39		%	8.98		%		7.15		%	11.47		%	10.97		%
Shares of common stock outstanding at end of year	364,409,938			360,076,933				357,107,231			359,090,759			342,626,637
Weighted average shares of common stock outstanding	361,456,075			358,841,714				356,134,297			353,648,522			300,283,941

Ratios/Supplemental Data
Net assets at end of year	$	3,407,047		$	3,354,952			$	3,435,917		$	3,703,049		$	3,618,182
Portfolio turnover rate	30.70		%	23.65		%		15.98		%	21.89		%	15.21		%
Ratio of operating expenses to average net assets	11.08		%	11.57		%		11.95		%	11.66		%	11.11		%
Ratio of net investment income to average net assets	8.57		%	8.96		%		10.54		%	9.87		%	11.18		%


(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.

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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, 2019.



	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, 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
June 30, 2018	174,031		0.48		79,480		0.22		34,823			0.09				114,304			0.31

September 30, 2018	$	180,422	$	0.49	$	85,159	$	0.23	$	(1,364	)	$	—		(2)	$	83,795		$	0.23
December 31, 2018	187,883		0.51		80,811		0.22		(148,200		)	(0.40		)		(67,389		)	(0.18		)
March 31, 2019	171,109		0.47		77,262		0.21		11,933			0.03				89,195			0.24


(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.


(2)	Amount is less than $0.01.

Note 18. Subsequent Events

During the period from April 1, 2019 through May 8, 2019 we issued $55,195 aggregate principal amount of Prospect Capital InterNotes® for net proceeds of $54,315, with an additional $7,779 settling on May 9, 2019 for net proceeds of $7,659.

During the period from April 1, 2019 through May 8, 2019, we issued $2,569 in aggregate principal amount of our 2024 Notes for net proceeds of $2,571 and $1,885 in aggregate principal amount of our 2028 Notes for net proceeds of $1,856.

On April 4, 2019, Memorial MRI & Diagnostic, LLC fully repaid the $36,355 Senior Secured Term Loan receivable to us at par.

On April 11, 2019, Photonis Technologies SAS fully repaid the $12,872 First Lien Term Loan receivable to us at par.

Pursuant to notice to call provided on March 15, 2019, we redeemed $91,896 of our Prospect Capital InterNotes® at par maturing between April 15, 2020 and October 15, 2021, with a weighted average rate of 4.99%. Settlement of the call occurred on April 15, 2019.

We have provided notice to call on April 15, 2019, with settlement on May 15, 2019, $15,299 of our Prospect Capital InterNotes® at par maturing between May 15, 2021 and November 15, 2021, with a weighted average rate of 5.20%.

During the period from April 17, 2019 through April 23, 2019, we repurchased $7,235 aggregate principal amount of the 2020 Notes at a price of 101.0% of face value, including commissions. On May 7, 2019, we repurchased an additional $5,938 aggregate principal amount of the 2020 Notes at a price of 101.125% of face value, including commissions. As a result of these transactions, we recorded a loss in the amount of the difference between the reacquisition prices and the net carrying amounts of the 2020 Notes, net of the proportionate amount of unamortized debt issuance costs. The net loss on extinguishment of debt we recorded in the three months ending June 30, 2019 was $211.

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On May 8, 2019, we announced the declaration of monthly dividends in the following amounts and with the following dates:


•	$0.06 per share for May 2019 to holders of record on May 31, 2019 with a payment date of June 20, 2019.


•	$0.06 per share for June 2019 to holders of record on June 28, 2019 with a payment date of July 18, 2019.


•	$0.06 per share for July 2019 to holders of record on July 31, 2019 with a payment date of August 22, 2019.


•	$0.06 per share for August 2019 to holders of record on August 30, 2019 with a payment date of September 19, 2019.

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

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 syndicated debt and (9) investing in consumer and small business loans and asset-backed securitizations. 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.

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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”). The real estate investments of National Property REIT Corp. (“NPRC”) 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) and debt 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 Syndicated 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 Consumer and Small Business Loans and Asset-Backed Securitizations - We purchase loans originated by certain consumer and small-and-medium-sized business (“SME”) loan platforms. We generally purchase each loan in its entirety (i.e., a “whole loan”) and we invest in asset-backed securitizations collateralized by consumer or small business loans. The borrowers are consumers and SMEs and the loans are typically serviced by the platforms of the loans. This investment strategy has comprised up to approximately 0% of our portfolio.

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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, 2019, as shown in our Consolidated Schedule of Investments, the cost basis and fair value of our investments in controlled companies was $2,331,616 and $2,394,716, 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, 2019, we completed follow-on investments in existing portfolio companies totaling approximately $15,536, funded $9,818 of revolver advances, and recorded paid in kind (“PIK”) interest of $10,357, resulting in gross investment originations of $35,711. During the three months ended March 31, 2019, we received full repayments totaling $12,773, sold or partially sold $103,122 of our investments, and received several partial prepayments and amortization payments, resulting in repayments of $195,055.

Debt Issuances and Redemptions

During the three months ended March 31, 2019, we increased total commitments to our revolving credit facility (the “Revolving Credit Facility”) for PCF by $25,000 to $1,045,000 in the aggregate.

During the three months ended March 31, 2019, we redeemed $23,986 aggregate principal amount of Prospect Capital InterNotes® at par with a weighted average interest rate of 4.71%. In order to replace shorter maturity debt with longer-term debt, we repaid $2,009 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, 2019 was $194.

During the three months ended March 31, 2019, we issued $55,057 aggregate principal amount of Prospect Capital InterNotes® with a stated and weighted average interest rate of 5.95%, to extend our borrowing base. The newly issued notes mature between January 15, 2024 and March 15, 2029 and generated net proceeds of $54,154.

During the three months ended March 31, 2019, we issued $201,250 aggregate principal amount of senior convertible notes that mature on March 1, 2025 (the “2025 Notes”), unless previously converted or repurchased in accordance with their terms. The 2025 Notes bear interest at a rate of 6.375% per year, payable semi-annually on March 1 and September 1 each year, beginning September 1, 2019. Total proceeds from the issuance of the 2025 Notes, net of underwriting discounts and offering costs, were $198,674.

During the three months ended March 31, 2019, we repurchased an additional $129,798 aggregate principal amount of the 2020 Notes at a weighted average price of 101.4, including commission. As a result of these transactions, we recorded a net loss of $2,787 during the three months ended March 31, 2019, in the amount of the difference between the reacquisition price and the net carrying amounts of the 2020 Notes, net of the proportionate amount of unamortized debt issuance costs.

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During the three months ended March 31, 2019, we repaid the outstanding principal amount of $101,647 of the 2019 Notes, plus interest for our convertible notes that matured on January 15, 2019 (the “2019 Notes”). No gain or loss was realized on the transaction.

In connection with follow-on programs for our unsecured Public Notes, we completed the following at-the market (“ATM”) offerings of additional debt during three months ended March 31, 2019:



	Maturity	Rate		Principal		Net Proceeds
2024 Notes	6/15/2024	6.25	%	$	12,576	$	12,428
2028 Notes	6/15/2028	6.25	%	1,465		1,427
2029 Notes	6/15/2029	6.875	%	19,169		18,523

Equity Issuances

On January 24, 2019, February 21, 2019, and March 21, 2019, we issued 654,382, 83,675, and 90,951 shares of our common stock in connection with the dividend reinvestment plan, respectively.

Investment Holdings

As of March 31, 2019, we continue to pursue our investment strategy. At March 31, 2019, we have $5,700,673, or 171.1%, of our net assets invested in 137 long-term portfolio investments and CLOs.

Our annualized current yield was 12.8% and 13.0% as of March 31, 2019 and June 30, 2018, respectively, across all performing interest bearing investments, excluding equity investments and non-accrual loans. Our annualized current yield was 10.4% and 10.5% as of March 31, 2019 and June 30, 2018, respectively, across all investments. Monetization of equity positions that we hold and loans 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, 2019, we own controlling interests in the following portfolio companies: 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”); InterDent, Inc. (“InterDent”); MITY, Inc. (“MITY”); NPRC; Nationwide Loan Company LLC (f/k/a Nationwide Acceptance LLC) (“Nationwide”); NMMB, Inc. (“NMMB”); Pacific World Corporation (“Pacific World”); R-V Industries, Inc.; Universal Turbine Parts, LLC (“UTP”); USES Corp. (“USES”); Valley Electric Company, Inc. (“Valley Electric”); and Wolf Energy, LLC (“Wolf Energy”). As of March 31, 2019, we also own affiliated interests in Nixon, Inc. (“Nixon”), Targus Cayman HoldCo Limited (“Targus”), Edmentum Ultimate Holdings, LLC (“Edmentum”) and United Sporting Companies, Inc. (“USC”).

The following shows the composition of our investment portfolio by level of control as of March 31, 2019 and June 30, 2018:



	March 31, 2019								June 30, 2018
Level of Control	Cost		% of Portfolio		Fair Value		% of Portfolio		Cost		% of Portfolio		Fair Value		% of Portfolio
Control Investments	$	2,331,616	39.2	%	$	2,394,716	42.0	%	$	2,300,526	39.5	%	$	2,404,326	42.0	%
Affiliate Investments	180,279		3.0	%	91,042		1.6	%	55,637		0.9	%	58,436		1.0	%
Non-Control/Non-Affiliate Investments	3,437,174		57.8	%	3,214,915		56.4	%	3,475,295		59.6	%	3,264,517		57.0	%
Total Investments	$	5,949,069	100.0	%	$	5,700,673	100.0	%	$	5,831,458	100.0	%	$	5,727,279	100.0	%

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The following shows the composition of our investment portfolio by type of investment as of March 31, 2019 and June 30, 2018:



	March 31, 2019								June 30, 2018
Type of Investment	Cost		% of Portfolio		Fair Value		% of Portfolio		Cost		% of Portfolio		Fair Value		% of Portfolio
Revolving Line of Credit	$	38,433	0.6	%	$	38,381	0.7	%	$	38,659	0.7	%	$	38,559	0.7	%
Senior Secured Debt	2,716,036		45.7	%	2,504,237		43.9	%	2,602,018		44.6	%	2,481,353		43.3	%
Subordinated Secured Debt	1,434,630		24.1	%	1,343,067		23.5	%	1,318,028		22.6	%	1,260,525		22.0	%
Subordinated Unsecured Debt	38,906		0.7	%	26,422		0.5	%	38,548		0.7	%	32,945		0.6	%
Small Business Loans	—		—	%	—		—	%	30		—	%	17		—	%
Rated Secured Structured Notes	44,783		0.7	%	47,520		0.8	%	6,159		0.1	%	6,159		0.1	%
Subordinated Structured Notes	1,099,133		18.5	%	881,128		15.5	%	1,096,768		18.8	%	954,035		16.7	%
Preferred Stock	91,094		1.5	%	83,658		1.4	%	92,346		1.6	%	75,986		1.3	%
Common Stock	292,113		4.9	%	398,539		7.0	%	445,364		7.6	%	517,858		9.0	%
Membership Interest	193,941		3.3	%	283,160		5.0	%	193,538		3.3	%	257,799		4.5	%
Participating Interest(1)	—		—	%	91,361		1.6	%	—		—	%	101,126		1.8	%
Escrow Receivable	—		—	%	3,200		0.1	%	—		—	%	917		—	%
Total Investments	$	5,949,069	100.0	%	$	5,700,673	100.0	%	$	5,831,458	100.0	%	$	5,727,279	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.

The following shows our investments in interest bearing securities by type of investment as of March 31, 2019 and June 30, 2018:



	March 31, 2019								June 30, 2018
Type of Investment	Cost		%		Fair Value		%		Cost		%		Fair Value		%
First Lien	$	2,746,861	51.2	%	$	2,535,010	52.4	%	$	2,632,843	51.6	%	$	2,512,078	52.6	%
Second Lien	1,442,238		26.8	%	1,350,675		27.9	%	1,325,862		26.0	%	1,268,359		26.6	%
Unsecured	38,906		0.7	%	26,422		0.5	%	38,548		0.8	%	32,945		0.7	%
Small Business Loans	—		—	%	—		—	%	30		—	%	17		—	%
Rated Secured Structured Notes	44,783		0.8	%	47,520		1.0	%	6,159		0.1	%	6,159		0.1	%
Subordinated Structured Notes	1,099,133		20.5	%	881,128		18.2	%	1,096,768		21.5	%	954,035		20.0	%
Total Interest Bearing Investments	$	5,371,921	100.0	%	$	4,840,755	100.0	%	$	5,100,210	100.0	%	$	4,773,593	100.0	%

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The following shows the composition of our investment portfolio by geographic location as of March 31, 2019 and June 30, 2018:



	March 31, 2019								June 30, 2018
Geographic Location	Cost		% of Portfolio		Fair Value		% of Portfolio		Cost		% of Portfolio		Fair Value		% of Portfolio
Canada	$	5,975	0.1	%	$	6,000	0.2	%	$	16,809	0.3	%	$	17,816	0.3	%
Cayman Islands	1,143,916		19.2	%	928,648		16.3	%	1,102,927		18.9	%	960,194		16.8	%
France	12,736		0.2	%	12,872		0.2	%	12,490		0.2	%	12,334		0.2	%
MidAtlantic US	627,232		10.5	%	628,909		11.0	%	410,644		7.0	%	410,644		7.2	%
Midwest US	401,463		6.7	%	476,904		8.4	%	395,622		6.8	%	413,758		7.2	%
Northeast US	592,138		10.0	%	657,548		11.5	%	677,204		11.6	%	701,851		12.3	%
Northwest US	111,012		1.9	%	171,018		3.0	%	103,906		1.8	%	90,288		1.6	%
Puerto Rico	79,332		1.3	%	78,297		1.4	%	84,713		1.5	%	83,507		1.5	%
Southeast US	1,181,940		19.9	%	1,296,401		22.7	%	1,243,430		21.3	%	1,524,379		26.6	%
Southwest US	706,556		11.9	%	571,310		10.0	%	723,038		12.4	%	599,914		10.4	%
Western US	1,086,769		18.3	%	872,766		15.3	%	1,060,675		18.2	%	912,594		15.9	%
Total Investments	$	5,949,069	100.0	%	$	5,700,673	100.0	%	$	5,831,458	100.0	%	$	5,727,279	100.0	%

The following shows the composition of our investment portfolio by industry as of March 31, 2019 and June 30, 2018:



	March 31, 2019								June 30, 2018
Industry	Cost		% of Portfolio		Fair Value		% of Portfolio		Cost		% of Portfolio		Fair Value		% of Portfolio
Aerospace & Defense	$	76,929	1.3	%	$	89,610	1.6	%	$	69,837	1.2	%	$	82,278	1.4	%
Air Freight & Logistics	12,322		0.2	%	12,704		0.2	%	—		—	%	—		—	%
Auto Components	25,430		0.4	%	25,430		0.4	%	12,681		0.2	%	12,887		0.2	%
Building Products	19,836		0.3	%	19,836		0.3	%	9,905		0.2	%	10,000		0.2	%
Capital Markets	25,079		0.4	%	25,222		0.4	%	19,799		0.3	%	20,000		0.3	%
Commercial Services & Supplies	361,231		6.1	%	283,813		5.1	%	386,187		6.6	%	330,024		5.8	%
Communications Equipment	50,497		0.8	%	50,497		0.9	%	39,860		0.7	%	40,000		0.7	%
Construction & Engineering	69,515		1.2	%	129,521		2.3	%	64,415		1.1	%	50,797		0.9	%
Consumer Finance	476,524		8.0	%	596,396		10.5	%	485,381		8.3	%	586,978		10.2	%
Distributors	300,365		5.0	%	208,971		3.7	%	470,750		8.1	%	402,465		7.0	%
Diversified Consumer Services	146,125		2.5	%	132,620		2.3	%	173,695		3.0	%	163,152		2.8	%
Diversified Telecommunication Services	26,296		0.4	%	26,296		0.5	%	—		—	%	—		—	%
Electronic Equipment, Instruments & Components	12,736		0.2	%	15,064		0.3	%	54,805		0.9	%	62,964		1.1	%
Energy Equipment & Services	260,792		4.4	%	173,028		3.0	%	257,371		4.4	%	170,574		3.0	%
Entertainment	42,470		0.7	%	42,580		0.7	%	—		—	%	—		—	%
Equity Real Estate Investment Trusts (REITs)	496,440		8.4	%	782,729		13.8	%	499,858		8.6	%	811,915		14.2	%
Food Products	34,719		0.6	%	34,818		0.6	%	9,884		0.2	%	9,886		0.2	%
Health Care Equipment & Supplies	41,978		0.7	%	40,462		0.7	%	43,279		0.7	%	43,279		0.8	%
Health Care Providers & Services	475,887		8.0	%	452,370		7.9	%	421,198		7.2	%	404,130		7.1	%
Hotels & Personal Products	—		—	%	—		—	%	24,938		0.4	%	24,938		0.4	%
Hotels, Restaurants & Leisure	35,847		0.6	%	35,847		0.6	%	37,295		0.6	%	37,295		0.6	%
Household Products	24,750		0.4	%	24,689		0.4	%	—		—	%	—		—	%
Household Durables	40,158		0.7	%	37,795		0.7	%	42,539		0.7	%	41,623		0.7	%
Insurance	2,988		0.1	%	2,945		0.1	%	2,986		0.1	%	2,986		0.1	%
Interactive Media & Services	48,181		0.8	%	48,181		0.8	%	—		—	%	—		—	%
Internet & Direct Marketing Retail	—		—	%	—		—	%	39,813		0.7	%	39,813		0.7	%
Internet Software & Services	—		—	%	—		—	%	229,717		4.0	%	229,791		4.0	%
IT Services	303,451		5.1	%	303,306		5.3	%	182,183		3.1	%	182,578		3.2	%
Leisure Products	40,242		0.7	%	40,287		0.7	%	45,531		0.8	%	45,626		0.8	%

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	March 31, 2019								June 30, 2018
Industry	Cost		% of Portfolio		Fair Value		% of Portfolio		Cost		% of Portfolio		Fair Value		% of Portfolio
Machinery	$	35,488	0.6	%	$	31,441	0.6	%	$	35,488	0.6	%	$	31,886	0.6	%
Media	147,618		2.5	%	148,063		2.6	%	143,063		2.5	%	140,365		2.4	%
Online Lending	272,949		4.6	%	174,585		3.1	%	327,159		5.6	%	243,078		4.2	%
Paper & Forest Products	11,353		0.2	%	11,353		0.2	%	11,328		0.2	%	11,226		0.2	%
Personal Products	232,325		3.9	%	130,451		2.3	%	228,575		3.9	%	165,020		2.9	%
Pharmaceuticals	—		—	%	—		—	%	11,882		0.2	%	12,000		0.2	%
Professional Services	187,042		3.1	%	190,817		3.3	%	74,272		1.3	%	76,991		1.3	%
Real Estate Management & Development	41,160		0.7	%	41,160		0.7	%	41,860		0.7	%	41,860		0.7	%
Software	70,679		1.2	%	71,189		1.2	%	66,435		1.1	%	67,265		1.2	%
Technology Hardware, Storage & Peripherals	12,396		0.2	%	12,396		0.2	%	12,384		0.2	%	12,500		0.2	%
Textiles, Apparel & Luxury Goods	238,011		4.0	%	252,172		4.4	%	46,429		0.8	%	60,220		1.1	%
Tobacco	14,412		0.2	%	14,500		0.3	%	14,392		0.3	%	14,392		0.3	%
Trading Companies & Distributors	63,375		1.1	%	30,777		0.5	%	63,863		1.1	%	56,199		1.0	%
Transportation Infrastructure	27,557		0.5	%	28,104		0.5	%	27,494		0.5	%	28,104		0.5	%
Subtotal	$	4,805,153	80.8	%	$	4,772,025	83.7	%	$	4,728,531	81.1	%	$	4,767,085	83.2	%
Structured Finance(1)	$	1,143,916	19.2	%	$	928,648	16.3	%	$	1,102,927	18.9	%	$	960,194	16.8	%
Total Investments	$	5,949,069	100.0	%	$	5,700,673	100.0	%	$	5,831,458	100.0	%	$	5,727,279	100.0	%

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

Portfolio Investment Activity

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. During the nine months ended March 31, 2019, we acquired $209,041 of new investments, completed follow-on investments in existing portfolio companies totaling approximately $261,516, funded $16,385 of revolver advances, and recorded PIK interest of $29,663, resulting in gross investment originations of $516,605. Our originations were primarily comprised $441,408 of debt and equity financing to affiliate and non-controlled portfolio investments and $75,197 of debt and equity financing to controlled investments. The more significant of these transactions are briefly described below.

During the period from July 13, 2018 to July 16, 2018, we made follow-on first lien term loan investments of $105,000 in Town & Country Holdings, Inc., to support acquisitions. The first lien term loan bears interest at the greater of 10.00% or LIBOR plus 8.50% and has a final maturity of January 26, 2023.

On August 1, 2018, we purchased from a third party $14,000 of First Lien Senior Secured Term Loan A/B issued by InterDent, Inc. at par. On September 19, 2018, we made a $5,000 Senior Secured Term Loan D follow-on investment. The First Lien Senior Secured Term Loan A/B bears interest at the greater of 1.00% or LIBOR plus 0.25% and has a final maturity of September 5, 2020. The Senior Secured Term Loan D bears interest at 1.00% PIK interest and has a final maturity of September 5, 2020.

On August 6, 2018, we made a $17,500 senior secured investment in Halyard MD OPCO, LLC, a healthcare IT and advertising technology business that enables targeted advertising campaigns to healthcare providers and patients. Our investment is comprised of a $12,000 first lien term loan, a $2,000 unfunded revolving credit facility, and a $3,500 unfunded delayed draw investment. The first lien term loan bears interest at the greater of 10.00% or LIBOR plus 8.00% and has a final maturity of August 6, 2023. The unfunded revolving credit facility and delayed draw bear interest at the greater of 10.00% or LIBOR plus 8.00% and has a final maturity of February 6, 2020.

During the period from July 19, 2018 through December 31, 2018, we provided $10,206 of equity financing to NPRC for the acquisition of real estate properties and $1,377 of equity financing to NPRC to fund capital expenditures for existing real estate properties.

During the period from August 3, 2018 to September 6, 2018, we made follow-on second lien term loan investments of $10,000 in Janus International Group, LLC. The senior lien term loan bears interest at the greater of 8.75% or LIBOR plus 7.75% and has a final maturity of February 12, 2026.

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During the period from August 14, 2018 to September 24, 2018, we made follow-on second lien term loan investments of $13,000 in K&N Parent, Inc. 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 21, 2024.

On September 14, 2018, we made a $10,100 Senior Secured Term Loan A and a $10,100 Senior Secured Term Loan B debt investment in Centerfield Media Holding Company, a provider of customer acquisition and conversion services, to fund an acquisition.The Senior Secured Term Loan A bears interest at the greater of 9.00% or LIBOR plus 7.00% and has a final maturity of January 17, 2022. The Senior Secured Term Loan B bears interest at the greater of 14.50% or LIBOR plus 12.50% and has a final maturity of January 17, 2022.

On October 10, 2018, we made a $25,000 Second Lien Term Loan investment in 8th Avenue Food & Provisions, Inc., a private food brands provider and manufacturer of peanut and other nut butters, pasta and healthy snacks. The second lien term loan bears interest at LIBOR plus 7.75% and has a final maturity of October 1, 2026.

On October 12, 2018, we made a $35,000 Second Lien Term Loan investment in CCS-CMGC Holdings, Inc., a leading provider of outsourced correctional healthcare and behavioral healthcare solutions for government customers. The second lien term loan bears interest at LIBOR plus 9.0% and has a final maturity of October 1, 2026.

On October 25, 2018, we made a $12,500 Second Lien Term Loan investment in GlobalTranz Enterprises, Inc., a technology-enabled third-party logistics provider of transportation services, including full truckload, less-than-truckload, expedited (air), and intermodal services, along with logistics services and supply chain management solutions. The second lien term loan bears interest at LIBOR plus 8.00% and has a final maturity of October 16, 2026.

On December 4, 2018, we made a $25.0 million Second Lien Term Loan investment in Global Tel*Link Corporation, a leading provider of integrated technology solutions used by inmates, investigators, and administrators in the U.S. corrections industry. The Second Lien Term Loan bears interest at LIBOR plus 8.25% and has a final maturity of November 29, 2026.

On December 7, 2018, we made a new $50,000 Second Lien Term Loan investment in Rocket Software, Inc., a global provider of infrastructure software with over 16,000 global corporate customers across a variety of industries in over 80 countries. The Second Lien Term Loan bears interest at LIBOR plus 8.25% and has a final maturity of November 27, 2026.

On December 7, 2018, we made additional $12,000 of Senior Secured Term Loan A and $12,000 of Senior Secured Term Loan B investments in MRP Holdco, Inc. to support an acquisition. The Senior Secured Term Loan A bears interest at at the greater of 6.50% or LIBOR plus 5.00% and has a final maturity of April 17, 2024. The Senior Secured Term Loan B bears interest at at the greater of 10.50% or LIBOR plus 9.00% and has a final maturity of April 17, 2024.

On December 7, 2018, we made an investment of $2,655 to refinance and extend our 90.54% ownership of the subordinated notes in Symphony CLO XV, Ltd. In addition to the equity injection, we made an investment of $11,400 to purchase the single-B rated debt tranche of Symphony CLO XV, Ltd.

During the nine months ended March 31, 2019, we received full repayments of $117,213, sold or partially sold $103,122 of our investments, and received several partial prepayments and amortization payments, which resulted in $415,165 of repayments and net realized gains totaling $13,517. The more significant of these transactions are briefly described below.

On September 7, 2018, CURO Financial Technologies Corp. fully repaid the $10,896 Senior Secured Note receivable to us.

On October 1, 2018, Fleetwash, Inc. fully repaid the $21,544 Senior Secured Term Loan B receivable to us.

On October 18, 2018, ATS Consolidated, Inc. fully repaid the $15,000 Second Lien Term Loan receivable to us.

On November 28, 2018, Rocket Software, Inc. fully repaid the $50,000 Second Lien Term Loan receivable to us.

During the period from January 23, 2019 to February 28, 2019, we sold $76,000, or 39.13%, of the outstanding principal balance of the senior secured note investment in Broder Bros., Co.

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On March 5, 2019, PharMerica Corporation fully repaid the $12,000 Second Lien Term Loan receivable to us.

On March 27, 2019, we received a partial repayment of $33,000 of our Senior Secured Term Loan B outstanding with NPRC and its wholly-owned subsidiaries.

The following table provides a summary of our investment activity for each quarter within the three years ending June 30, 2019:



Quarter Ended	Acquisitions(1)	Dispositions(2)
September 30, 2016	347,150	114,331
December 31, 2016	469,537	644,995
March 31, 2017	449,607	302,513
June 30, 2017	223,176	352,043
September 30, 2017	222,151	310,894
December 31, 2017	738,737	1,041,126
March 31, 2018	429,928	116,978
June 30, 2018	339,841	362,287
September 30, 2018	254,642	56,608
December 31, 2018	226,252	163,502
March 31, 2019	35,711	195,055


(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 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 platforms. 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 platforms 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 platforms’ 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 platform, we may incur unanticipated losses which could adversely impact our operating results.

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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 $5,700,673.

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, 2019.

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, 2019 and June 30, 2018, 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 decreased to $69,550 as of March 31, 2019, representing a premium of $4,230 to its amortized cost basis, compared to a fair value of $76,677 as of June 30, 2018, representing a premium of $15,450 to its amortized cost basis. The decrease in fair value was driven by a decline in Credit Central’s financial performance and in comparable company trading multiples.

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”) as of March 31, 2019 and June 30, 2018. First Tower Finance owns 100% of First Tower, LLC (“First Tower”), a multiline specialty finance company.

The fair value of our investment in First Tower Finance increased to $477,958 as of March 31, 2019, representing a premium of $124,642 to its amortized cost basis, compared to a fair value of $443,010 as of June 30, 2018, representing a premium of $88,798 to its amortized cost basis. The increase in fair value was driven by an improvement in First Tower Finance’s historical and projected financial performance, partially offset by a decline in comparable company trading multiples.

InterDent, Inc.

Following assumption of control, Prospect exercised its rights and remedies under its loan documents to exercise the shareholder voting rights in respect of the stock of InterDent, Inc. (“InterDent”) and to appoint a new Board of Directors of InterDent, all the members of which are our Investment Adviser’s professionals. As a result, as of June 30, 2018, Prospect’s investment in InterDent is classified as a control investment.

The fair value of our investment in InterDent decreased to $222,529 as of March 31, 2019, representing a discount of $21,830 to its amortized cost basis, compared to a fair value of $197,621 as of June 30, 2018, representing a discount of $15,080 to its amortized cost basis. The decrease in fair value was driven by a decline in InterDent’s financial performance.

MITY, Inc.

As of June 30, 2018, MITY Holdings of Delaware Inc. (“MITY Delaware”), a consolidated entity in which we own 100% of the common stock, owns 95.58% of the equity of MITY, Inc. (f/k/a MITY Enterprises, Inc.) (“MITY”). Effective March 13, 2019, MITY Delaware’s equity ownership of MITY increased to 100%. 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.

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The fair value of our investment in MITY decreased to $44,289 as of March 31, 2019, representing a discount of $21,785 to its amortized cost basis, compared to a fair value of $58,894 as of June 30, 2018, representing a discount of $5,847. The decrease in fair value was driven by a decline in MITY’s financial performance.

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, 2019, we own 100% of the fully-diluted common equity of NPRC.

During the nine months ended March 31, 2019, we provided $10,206 of equity financing to NPRC for the acquisition of real estate properties and $1,377 of equity financing to NPRC to fund capital expenditures for existing real estate properties. In addition, we received partial repayments of $54,181 of our loans previously outstanding with NPRC and its wholly owned subsidiary and $15,000 as a return of capital on our equity investment in NPRC.



Loan Type	Outstanding Principal Balance		Fair Value		Interest Rate Range	Weighted Average Interest Rate*
Super Prime	$	11,922	$	11,560	4.0% - 24.1%	12.5%
Prime	31,963		30,272		4.0% - 36.0%	17.2%
Near Prime	102,417		95,099		6.0% - 36.0%	26.8%

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



No.	Property Name	City	Acquisition Date	Purchase Price		Mortgage Outstanding
1	Filet of Chicken	Forest Park, GA	10/24/2012	$	7,400	$	—
2	Lofton Place, LLC	Tampa, FL	4/30/2013	26,000		20,012
3	Arlington Park Marietta, LLC	Marietta, GA	5/8/2013	14,850		—
4	NPRC Carroll Resort, LLC	Pembroke Pines, FL	6/24/2013	225,000		173,467
5	Cordova Regency, LLC	Pensacola, FL	11/15/2013	13,750		11,331
6	Crestview at Oakleigh, LLC	Pensacola, FL	11/15/2013	17,500		13,791
7	Inverness Lakes, LLC	Mobile, AL	11/15/2013	29,600		24,603
8	Kings Mill Pensacola, LLC	Pensacola, FL	11/15/2013	20,750		17,481

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No.	Property Name	City	Acquisition Date	Purchase Price	Mortgage Outstanding
9	Plantations at Pine Lake, LLC	Tallahassee, FL	11/15/2013	18,000	14,037
10	Verandas at Rocky Ridge, LLC	Birmingham, AL	11/15/2013	15,600	10,165
11	Atlanta Eastwood Village LLC	Stockbridge, GA	12/12/2013	25,957	22,263
12	Atlanta Monterey Village LLC	Jonesboro, GA	12/12/2013	11,501	10,831
13	Atlanta Hidden Creek LLC	Morrow, GA	12/12/2013	5,098	4,636
14	Atlanta Meadow Springs LLC	College Park, GA	12/12/2013	13,116	12,751
15	Atlanta Meadow View LLC	College Park, GA	12/12/2013	14,354	12,805
16	Atlanta Peachtree Landing LLC	Fairburn, GA	12/12/2013	17,224	15,168
17	NPH Carroll Bartram Park, LLC	Jacksonville, FL	12/31/2013	38,000	26,778
18	Crestview at Cordova, LLC	Pensacola, FL	1/17/2014	8,500	7,648
19	Taco Bell, OK	Yukon, OK	6/4/2014	1,719	—
20	Taco Bell, MO	Marshall, MO	6/4/2014	1,405	—
21	23 Mile Road Self Storage, LLC	Chesterfield, MI	8/19/2014	5,804	4,350
22	36th Street Self Storage, LLC	Wyoming, MI	8/19/2014	4,800	3,600
23	Ball Avenue Self Storage, LLC	Grand Rapids, MI	8/19/2014	7,281	5,460
24	Ford Road Self Storage, LLC	Westland, MI	8/29/2014	4,642	3,480
25	Ann Arbor Kalamazoo Self Storage, LLC	Ann Arbor, MI	8/29/2014	4,458	3,345
26	Ann Arbor Kalamazoo Self Storage, LLC	Ann Arbor, MI	8/29/2014	8,927	6,695
27	Ann Arbor Kalamazoo Self Storage, LLC	Kalamazoo, MI	8/29/2014	2,363	1,775
28	Canterbury Green Apartments Holdings LLC	Fort Wayne, IN	9/29/2014	85,500	86,509
29	Abbie Lakes OH Partners, LLC	Canal Winchester, OH	9/30/2014	12,600	14,229
30	Kengary Way OH Partners, LLC	Reynoldsburg, OH	9/30/2014	11,500	15,927
31	Lakeview Trail OH Partners, LLC	Canal Winchester, OH	9/30/2014	26,500	28,952
32	Lakepoint OH Partners, LLC	Pickerington, OH	9/30/2014	11,000	14,480
33	Sunbury OH Partners, LLC	Columbus, OH	9/30/2014	13,000	15,356
34	Heatherbridge OH Partners, LLC	Blacklick, OH	9/30/2014	18,416	18,328
35	Jefferson Chase OH Partners, LLC	Blacklick, OH	9/30/2014	13,551	19,486
36	Goldenstrand OH Partners, LLC	Hilliard, OH	10/29/2014	7,810	11,886
37	Jolly Road Self Storage, LLC	Okemos, MI	1/16/2015	7,492	5,620
38	Eaton Rapids Road Self Storage, LLC	Lansing West, MI	1/16/2015	1,741	1,305
39	Haggerty Road Self Storage, LLC	Novi, MI	1/16/2015	6,700	5,025
40	Waldon Road Self Storage, LLC	Lake Orion, MI	1/16/2015	6,965	5,225
41	Tyler Road Self Storage, LLC	Ypsilanti, MI	1/16/2015	3,507	2,630
42	SSIL I, LLC	Aurora, IL	11/5/2015	34,500	26,450
43	Vesper Tuscaloosa, LLC	Tuscaloosa, AL	9/28/2016	54,500	43,103
44	Vesper Iowa City, LLC	Iowa City, IA	9/28/2016	32,750	24,825
45	Vesper Corpus Christi, LLC	Corpus Christi, TX	9/28/2016	14,250	10,800
46	Vesper Campus Quarters, LLC	Corpus Christi, TX	9/28/2016	18,350	14,175
47	Vesper College Station, LLC	College Station, TX	9/28/2016	41,500	32,058
48	Vesper Kennesaw, LLC	Kennesaw, GA	9/28/2016	57,900	48,634
49	Vesper Statesboro, LLC	Statesboro, GA	9/28/2016	7,500	7,480
50	Vesper Manhattan KS, LLC	Manhattan, KS	9/28/2016	23,250	15,415
51	JSIP Union Place, LLC	Franklin, MA	12/7/2016	64,750	51,800
52	9220 Old Lantern Way, LLC	Laurel, MD	1/30/2017	187,250	153,580
53	7915 Baymeadows Circle Owner, LLC	Jacksonville, FL	10/31/2017	95,700	76,560
54	8025 Baymeadows Circle Owner, LLC	Jacksonville, FL	10/31/2017	15,300	12,240
55	23275 Riverside Drive Owner, LLC	Southfield, MI	11/8/2017	52,000	44,044
56	23741 Pond Road Owner, LLC	Southfield, MI	11/8/2017	16,500	14,185
57	150 Steeplechase Way Owner, LLC	Largo, MD	1/10/2018	44,500	36,668
58	Laurel Pointe Holdings, LLC	Forest Park, GA	5/9/2018	33,005	26,400
59	Bradford Ridge Holdings, LLC	Forest Park, GA	5/9/2018	12,500	10,000
60	Olentangy Commons Owner LLC	Columbus, OH	6/1/2018	113,000	92,876

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No.	Property Name	City	Acquisition Date	Purchase Price		Mortgage Outstanding
61	Villages of Wildwood Holdings LLC	Fairfield, OH	7/20/2018	46,500		39,525
62	Falling Creek Holdings LLC	Richmond, VA	8/8/2018	25,000		19,335
63	Crown Pointe Passthrough LLC	Danbury, CT	8/30/2018	108,500		89,400
64	Ashwood Ridge Holdings LLC	Jonesboro, GA	9/21/2018	9,600		7,300
65	Lorring Owner LLC	Forestville, MD	10/30/2018	58,521		47,680
66	Hamptons Apartments Owner, LLC	Beachwood, OH	1/9/2019	96,500		79,520
				$	2,053,507	$	1,695,483

The fair value of our investment in NPRC decreased to $957,314 as of March 31, 2019, representing a premium of $187,925 to its amortized cost basis, compared to a fair value of $1,054,976 as of June 30, 2018, representing a premium of $227,989. The decrease in fair value is primarily attributable to structuring fees, dividend distributions and royalty interests to PSEC, partially offset by a modest increase in property values driven by lower capitalization rates and an increase in net operating income.

NMMB, Inc.

The fair value of our investment in NMMB increased to $25,047 as of March 31, 2019, representing a premium of $7,564 to its amortized cost basis, compared to a fair value of $18,735 as of June 30, 2018, representing a discount of $2,748 to its amortized cost basis. The increase in fair value was driven by improved financial performance, including revenue growth and higher gross profit and operating margins.

Pacific World Corporation

The fair value of our investment in Pacific World decreased to $130,451 as of March 31, 2019, representing a discount of $101,874 to its amortized cost basis, compared to a fair value of $165,020 as of June 30, 2018, representing a discount of $63,555 to its amortized cost basis. The decrease in fair value was driven by a deterioration in financial performance.

Universal Turbine Parts, LLC

The fair value of our investment in UTP decreased to $30,777 as of March 31, 2019, a discount of $32,598 from its amortized cost, compared to a fair value of $56,199 as of June 30, 2018, representing a discount of $7,664 to it amortized cost. The decrease in fair value was driven by a decline in financial performance resulting from increased market competition.

USES Corp.

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The fair value of our investment in USES decreased to $14,631 as of March 31, 2019, a discount of $56,038 from its amortized cost, compared to a fair value of $16,319 as of June 30, 2018, representing a discount of $50,850 to it amortized cost. The decrease in fair value was driven by a decline in financial performance resulting from the loss of a customer contract and cost pressures.

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 electrical contractors in the United States.

The fair value of our investment in Valley Electric increased to $129,521 as of March 31, 2019, a premium of $60,006 from its amortized cost, compared to a fair value of $50,797 as of June 30, 2018, representing a $13,618 discount to its amortized cost. The increase in fair value was driven by improved financial performance, including revenue growth and higher project and operating margins.

Our controlled investments, other than those discussed above, are valued at $87,142 below cost and did not experience significant changes in operating performance or value. This discount is primarily driven by our controlled investments in CP Energy and Freedom Marine, which are valued at a discount to amortized cost of $53,895 and $29,772, respectively. Overall, combined with those portfolio companies discussed above, our controlled investments at March 31, 2019 are valued at $63,100 above their amortized cost.

We hold four affiliate investments at March 31, 2019, which are valued at $89,237 below their amortized cost. This discount is primarily driven by our affiliate investment in USC, which is valued at a discount to amortized cost of $91,394. The decrease in fair value was driven by a decline in financial performance resulting from decline in the firearms industry. Excluding USC, our affiliate investments are valued at $2,157 above their amortized cost as of March 31, 2019.

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, 2019, our CLO investment portfolio is valued at a $215,268 discount to amortized cost. Excluding the CLO investment portfolio, non-control/non-affiliate investments at March 31, 2019 are valued at $6,991 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, 2019 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 April 2014, April 2017 (with a follow-on issuance in May 2018), and March 2019; Public Notes which we issued in March 2013, December 2015 (and from time to time through our 2024 Notes Follow-on Program), June 2018 (and from time to time through our 2028 Notes Follow-on Program), October 2018, and December 2018 (and from time to time through our 2029 Notes Follow-on Program); and Prospect Capital InterNotes® which we issue from time to time. Our equity capital is comprised entirely of common equity.

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The following table shows our outstanding debt as of March 31, 2019:



	Principal Outstanding		Unamortized Discount & Debt Issuance Costs		Net Carrying Value				Fair Value (1)				Effective Interest Rate
Revolving Credit Facility(2)	$	99,000	$	8,386	$	99,000	(3	)	$	99,000			1ML+2.20%		(6	)

2020 Notes	248,702		1,480		247,222				250,918		(4	)	5.52	%	(7	)
2022 Notes	328,500		7,201		321,299				325,511		(4	)	5.71	%	(7	)
2025 Notes	201,250		6,526		194,724				198,265		(4	)	6.63	%	(7	)
Convertible Notes	778,452				763,245				774,694

2023 Notes	320,000		3,474		316,526				332,365		(4	)	6.09	%	(7	)
2024 Notes	231,874		4,935		226,939				233,543		(4	)	6.76	%	(7	)
2028 Notes	68,876		2,290		66,586				68,132		(4	)	6.77	%	(7	)
6.375% 2024 Notes	100,000		1,080		98,920				98,066		(4	)	6.62	%	(7	)
2029 Notes	69,170		2,517		66,653				68,893		(4	)	7.39	%	(7	)
Public Notes	789,920				775,624				800,999

Prospect Capital InterNotes®	754,721		11,969		742,752				768,659		(5	)	5.42	%	(8	)
Total	$	2,422,093			$	2,380,621			$	2,443,352


(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, 2019.


(2)	The maximum draw amount of the Revolving Credit facility as of March 31, 2019 is $1,045,000.


(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 based on observable market inputs.


(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 2028 Notes, and the 2029 Notes, the rate presented is a combined effective interest rate of their respective original Note issuances and Note Follow-on Programs.


(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, 2019:



	Payments Due by Period
	Total		Less than 1 Year		1 – 3 Years		3 – 5 Years		After 5 Years
Revolving Credit Facility	$	99,000	$	—	$	—	$	99,000	$	—
Convertible Notes	778,452		—		248,702		328,500		201,250
Public Notes	789,920		—		—		420,000		369,920
Prospect Capital InterNotes®	754,721		4,402		296,001		166,640		287,678
Total Contractual Obligations	$	2,422,093	$	4,402	$	544,703	$	1,014,140	$	858,848

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The following table shows the contractual maturities of our Revolving Credit Facility, Convertible Notes, Public Notes and Prospect Capital InterNotes® as of June 30, 2018:



	Payments Due by Period
	Total		Less than 1 Year		1 – 3 Years		3 – 5 Years		After 5 Years
Revolving Credit Facility	$	37,000	$	—	$	37,000	$	—	$	—
Convertible Notes	822,147		101,647		392,000		328,500		—
Public Notes	727,817		—		153,536		320,000		254,281
Prospect Capital InterNotes®	760,924		—		276,484		246,525		237,915
Total Contractual Obligations	$	2,347,888	$	101,647	$	859,020	$	895,025	$	492,196

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, 2019, we can issue up to $4,644,211 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

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	Three Months Ended March 31,				Nine Months Ended March 31,
	2019		2018		2019		2018
Average stated interest rate	4.7	%	4.0	%	4.5	%	3.6	%
Average outstanding balance	$295,511		16,678		$256,409		$27,786

As of March 31, 2019 and June 30, 2018, we had $787,406 and $547,205, respectively, available to us for borrowing under the Revolving Credit Facility, with $99,000 and $37,000 outstanding as of March 31, 2019 and June 30, 2018, respectively. 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 $1,045,000. As of March 31, 2019, the investments, including cash, used as collateral for the Revolving Credit Facility had an aggregate fair value of $1,683,132, which represents 28.9% 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.

Convertible Notes

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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 2020 Notes, net of the proportionate amount of unamortized debt issuance cost. During the three months ended December 31, 2018, we repurchased an additional $13,500 aggregate principal amount of the 2020 Notes at a price of 99.5, including commissions. As a result of this transaction, we recorded a loss of $41, in the amount of the difference between the reacquisition price and the net carrying amount of the 2020 Notes, net of the proportionate amount of unamortized debt issuance costs. During the three months ended March 31, 2019, we repurchased an additional $129,798 aggregate principal amount of the 2020 Notes at a weighted average price of 101.4, including commission. As a result of these transactions, we recorded a net loss of $2,787 during the three months ended March 31, 2019, in the amount of the difference between the reacquisition price and the net carrying amounts of the 2020 Notes, net of the proportionate amount of unamortized debt issuance costs. As of March 31, 2019, the outstanding aggregate principal amount of the 2020 Notes is $248,702.

Certain key terms related to the convertible features for the 2020 Notes, the 2022 Notes, and the 2025 Notes (collectively, the “Convertible Notes”) are listed below.



	2020 Notes		2022 Notes		2025 Notes
Initial conversion rate(1)	80.6647		100.2305		110.7420
Initial conversion price	$	12.40	$	9.98	$	9.03
Conversion rate at March 31, 2019(1)(2)	80.6670		100.2305		110.7420
Conversion price at March 31, 2019(2)(3)	$	12.40	$	9.98	$	9.03
Last conversion price calculation date	4/11/2018		4/11/2018		3/1/2019
Dividend threshold amount (per share)(4)	$	0.110525	$	0.083330	$	0.060000


(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.

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Public Notes

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Prospect Capital InterNotes®

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The following table summarizes the Prospect Capital InterNotes® issued during the nine months ended March 31, 2019:



Tenor at Origination (in years)	Principal Amount		Interest Rate Range		Weighted Average Interest Rate		Maturity Date Range
5	$	57,751	5.00%–5.75%		5.48	%	July 15, 2023 – March 15, 2024
7	31,499		5.50%–6.00%		5.93	%	July 15, 2025 – March 15, 2026
8	385		5.75	%	5.75	%	July 15, 2026
10	35,008		6.00%–6.25%		6.13	%	July 15, 2028 – March 15, 2029
	$	124,643

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, 2019, we redeemed, prior to maturity, $123,418 aggregate principal amount of Prospect Capital InterNotes® at par with a weighted average interest rate of 4.83% in order to replace shorter maturity debt with longer-term debt During the nine months ended March 31, 2019, we repaid $7,428 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, 2019 was $905.

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The following table summarizes the Prospect Capital InterNotes® outstanding as of March 31, 2019:



Tenor at Origination (in years)	Principal Amount		Interest Rate Range		Weighted Average Interest Rate		Maturity Date Range
5	$	270,820	4.00% – 5.75%		5.04	%	October 15, 2020 - March 15, 2024
5.2	2,618		4.63%		4.63	%	September 15, 2020
5.3	2,601		4.63%		4.63	%	September 15, 2020
5.5	37,816		4.25% – 4.75%		4.55	%	June 15, 2020 - October 15, 2020
6	2,182		4.88%		4.88	%	April 15, 2021 - May 15, 2021
6.5	38,637		5.10% – 5.25%		5.23	%	December 15, 2021 - May 15, 2022
7	120,143		4.00% – 6.00%		5.32	%	January 15, 2020 - March 15, 2026
7.5	1,996		5.75%		5.75	%	February 15, 2021
8	24,660		4.50% – 5.75%		4.67	%	August 15, 2025 - July 15, 2026
10	72,277		5.75% – 7.00%		6.17	%	March 15, 2022 - March 15, 2029
12	2,978		6.00	%	6.00	%	November 15, 2025 - December 15, 2025
15	17,138		5.25% – 6.00%		5.36	%	May 15, 2028 - November 15, 2028
18	19,451		4.13% – 6.25%		5.57	%	December 15, 2030 - August 15, 2031
20	3,970		5.75% – 6.00%		5.89	%	November 15, 2032 - October 15, 2033
25	32,110		6.25% – 6.50%		6.39	%	August 15, 2038 - May 15, 2039
30	105,324		5.50% – 6.75%		6.24	%	November 15, 2042 - October 15, 2043
	$	754,721

The following table summarizes the Prospect Capital InterNotes® outstanding as of June 30, 2018:



Tenor at Origination (in years)	Principal Amount		Interest Rate Range		Weighted Average Interest Rate		Maturity Date Range
5	$	228,835	4.00% – 5.50%		4.92	%	July 15, 2020 - June 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	86,097		4.25% – 4.75%		4.61	%	May 15, 2020 - November 15, 2020
6	2,182		4.88%		4.88	%	April 15, 2021 - May 15, 2021
6.5	38,832		5.10% – 5.25%		5.23	%	December 15, 2021 - May 15, 2022
7	147,349		4.00% – 5.75%		5.05	%	January 15, 2020 - June 15, 2025
7.5	1,996		5.75%		5.75	%	February 15, 2021
8	24,720		4.50% – 5.25%		4.65	%	August 15, 2025 - May 15, 2026
10	37,424		5.34% – 7.00%		6.19	%	March 15, 2022 - December 15, 2025
12	2,978		6.00	%	6.00	%	November 15, 2025 - December 15, 2025
15	17,163		5.25% – 6.00%		5.35	%	May 15, 2028 - November 15, 2028
18	20,677		4.13% – 6.25%		5.55	%	December 15, 2030 - August 15, 2031
20	4,120		5.75% – 6.00%		5.89	%	November 15, 2032 - October 15, 2033
25	33,139		6.25% – 6.50%		6.39	%	August 15, 2038 - May 15, 2039
30	108,336		5.50% – 6.75%		6.24	%	November 15, 2042 - October 15, 2043
	$	760,924

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During the three months ended March 31, 2019 and March 31, 2018, we recorded $10,005 and $10,745, respectively, of interest costs and amortization of financing costs on the Prospect Capital InterNotes® as interest expense. During the nine months ended March 31, 2019 and March 31, 2018 we recorded $31,521 and $36,039, respectively, of interest costs and amortization of financing costs on the Prospect Capital InterNotes® as interest expense.

Net Asset Value

During the nine months ended March 31, 2019, our net asset value decreased by $75,232, or $0.27 per share. The decrease was primarily attributable to an increase in net realized and change in unrealized losses of $137,631, or $0.38 per weighted average share. This decrease was partially offset by net investment income of $243,232 exceeding dividends of $197,555, resulting in a net increase of $0.13 per weighted average share for the nine months ended March 31, 2019. Additionally, our net asset value decreased by $0.02 per share due to 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, 2019 and June 30, 2018.



	March 31, 2019		June 30, 2018
Net assets	$	3,331,815	$	3,407,047
Shares of common stock issued and outstanding	366,884,974		364,409,938
Net asset value per share	$	9.08	$	9.35

Results of Operations

Operating results for the three and nine months ended March 31, 2019 and March 31, 2018 were as follows:



	Three Months Ended March 31,						Nine Months Ended March 31,
	2019			2018			2019			2018
Investment Income	$	171,109		$	162,835		$	539,414		$	483,814
Operating Expenses	93,847			92,389			296,182			276,444
Net Investment Income	77,262			70,446			243,232			207,370
Net Realized Gains (Losses)	9,483			(14,218		)	13,517			(18,454		)
Net Change in Unrealized Gains (Losses) from Investments	5,430			(3,856		)	(144,217		)	(1,912		)
Net Realized Losses on Extinguishment of Debt	(2,980		)	(513		)	(6,931		)	(1,445		)
Net Increase in Net Assets Resulting from Operations	$	89,195		$	51,859		$	105,601		$	185,559

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, residual profits interests, overriding royalty interests

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and structuring fees, was $171,109 and $162,835 for the three months ended March 31, 2019 and March 31, 2018, respectively. Investment income increased $8,274 for the three months ended March 31, 2019 compared to the three months ended March 31, 2018 primarily due to an increase in interest income. Investment income was $539,414 and $483,814 for the nine months ended March 31, 2019 and March 31, 2018, respectively. Investment income increased $55,600 for the nine months ended March 31, 2019 compared to the nine months ended March 31, 2018 primarily due increases in interest income and dividend income.

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,
	2019			2018			2019			2018
Interest income	$	155,076		$	145,862		$	472,512		$	447,329
Dividend income	4,524			6,287			32,717			7,157
Other income	11,509			10,686			34,185			29,328
Total investment income	$	171,109		$	162,835		$	539,414		$	483,814

Average debt principal of performing interest bearing investments⁽¹⁾	$	5,607,632		$	5,379,123		$	5,537,934		$	5,448,372
Weighted average interest rate earned on performing interest bearing investments⁽¹⁾	11.07		%	10.85		%	11.21		%	10.79		%
Average debt principal of all interest bearing investments⁽²⁾	$	6,206,684		$	5,674,038		$	6,064,501		$	5,761,562
Weighted average interest rate earned on all interest bearing investments⁽²⁾	10.00		%	10.28		%	10.24		%	10.20		%

⁽¹⁾ Excludes equity investments and non-accrual loans.

⁽²⁾ Excludes equity investments.

Average interest income producing assets increased from $5,379,123 for the three months ended March 31, 2018 to $5,607,632 for the three months ended March 31, 2019. The average interest earned on interest bearing performing assets increased from 10.85% for the three months ended March 31, 2018 to 11.07% for the three months ended March 31, 2019. The increase is primarily attributable to an increase in LIBOR above our floors amongst our interest bearing investments. In addition, the increase in cash-on-cash yields on our CLO investment portfolio due to a number of recent resets across the portfolio. Our interest bearing portfolio was also impacted by an increase in foregone interest from non-accrual loans, resulting in a decrease in the weighted average interest rate earned on all interest bearing investments from 10.28% for the three months ended March 31, 2018 to 10.00% for the three months ended March 31, 2019, respectively.

Average interest income producing assets increased from $5,448,372 for the nine months ended March 31, 2018 to $5,537,934 for the nine months ended March 31, 2019. The average interest earned on interest bearing performing assets increased from 10.79% for the nine months ended March 31, 2018 to 11.21% for the nine months ended March 31, 2019. The increase is primarily attributable to an increase in LIBOR above our floors amongst our interest bearing investments. In addition, the increase in cash-on-cash yields on our CLO investment portfolio due to a number of recent resets across the portfolio. Our interest bearing portfolio was also impacted by an increase in foregone interest from non-accrual loans, resulting in a less significant increase in the weighted average interest rate earned on all interest bearing investments from 10.20% for the nine months ended March 31, 2018 to 10.24% for the nine months ended March 31, 2019, respectively. See Item 3. Quantitative and Qualitative Disclosures about Market Risk for detailed disclosures with respect to the approximate annual impact on net investment income resulting from base rate changes in interest rate.

Investment income is also generated from dividends and other income which is less predictable than interest income. Dividend income decreased from $6,287 for the three months ended March 31, 2018 to $4,524 for the three months ended March 31, 2019. The $1,763 decrease in dividend income was primarily attributable to a $5,639 dividend received from our investment in NPRC during the three months ended March 31, 2018, 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. In comparison, we received a $1,000 dividend from our investment in NPRC during the three months ended March 31, 2019, which was generated from taxable earnings and profits in connection with the gain on the sale of NPRC’s Vinings Corner property. The decline in dividends received from NPRC was partially offset by a $2,612 dividend received from our investment in Valley Electric during the three months ended March 31, 2019. No dividends were received from Valley Electric for the three months ended March 31, 2018. The remaining decline was attributable to a $392 decrease in dividend income from our money market funds during the three months ended March 31, 2019 as compared to the three months ended March 31, 2018.

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Dividend income increased from $7,157 for the nine months ended March 31, 2018 to $32,717 for the nine months ended March 31, 2019. The $25,560 increase in dividend income was primarily attributable to $21,000 in dividends received from our investment in NPRC, which were generated from taxable earnings and profits in connection with the gain on the sales of NPRC’s Amberly, City West, Matthews Reserve, Atlantic Beach and Vinings Corner properties as compared to the $5,639 dividend received from our investment in NPRC during the three months ended March 31, 2018 discussed above. In addition, we received $10,112 and $659 in dividends from our investment in Valley Electric and Targus, respectively, during the nine months ended March 31, 2019. No dividends were received from Valley Electric or Targus for the nine months ended March 31, 2018. The increase was partially offset by a $572 decrease in dividend income from our money market funds during the nine months ended March 31, 2019 as compared to the nine months ended March 31, 2018.

Other income is comprised of structuring fees, advisory fees, royalty interests, settlement of net profits interests and settlement of residual profits interests. Income from other sources increased from $10,686 for the three months ended March 31, 2018 to $11,509 for the three months ended March 31, 2019. The $823 increase was primarily attributable to $8,922 in residual profits interests received from our investment in NPRC during the three months ended March 31, 2019 as compared to $1,678 in residual profits interests received from our investment in NPRC during the three months ended March 31, 2018. The increase in residual profits interests was partially offset by a $2,644 advisory fee received from our investment in First Tower Finance related to an acquisition and $1,222 of service fees received for a liquidation fee agreement related to our investment in Wolf during the three months ended March 31, 2018. In comparison, we received a $1,301 advisory fee during the three months ended March 31, 2019 for services rendered in connection with the sale of CCPI. The remaining difference was primarily attributable to a $3,414 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 for the three months ended March 31, 2019 as compared to the three months ended March 31, 2018.

Income from other sources was $29,328 and $34,185 for the nine months ended March 31, 2018 and March 31, 2019, respectively. The $4,857 increase was primarily attributable to $12,521 in residual profits interests received from our investment in NPRC during the nine months ended March 31, 2019 as compared to $3,256 in residual profits interests and $1,554 in royalty income received from our investment in NPRC during the nine months ended March 31, 2018. We received a $12,711 structuring fee from our investment in NPRC for services rendered in connection with the restructuring of our senior secured term loan during the nine months ended March 31, 2019. We received a $3,233 structuring fee from our investment in Pacific World for services rendered in connection with amending its revolving credit facility and a $3,065 structuring fee related to our investment in Broder Bros., Co. during the three months ended March 31, 2018. The increase in income from other sources was partially offset by a $2,644 advisory fee received from our investment in First Tower Finance related to an acquisition and $1,222 of service fees received for a liquidation fee agreement related to our investment in Wolf during the nine months ended March 31, 2018. In comparison, we received a $1,301 advisory fee during the nine months ended March 31, 2019 for services rendered in connection with the sale of CCPI. The remaining difference was primarily attributable to a $6,758 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 for the nine months ended March 31, 2019 as compared to the nine months ended March 31, 2018.

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.

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The following table describes the various components of our operating expenses:



	Three Months Ended March 31,				Nine Months Ended March 31,
	2019		2018		2019		2018
Base management fee	$	29,540	$	29,268	$	92,684	$	88,990
Income incentive fee	19,315		17,612		60,808		51,843
Interest and credit facility expenses	38,946		37,479		117,510		117,861
Allocation of overhead from Prospect Administration	2,084		3,195		11,091		5,899
Audit, compliance and tax related fees	680		1,130		3,462		4,084
Directors' fees	112		113		341		338
Other general and administrative expenses	3,170		3,592		10,286		7,429
Total Operating Expenses	$	93,847	$	92,389	$	296,182	$	276,444

Total gross base management fee was $29,540 and $29,422 for the three months ended March 31, 2019 and March 31, 2018, respectively. 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 from these institutions for the three months ended March 31, 2018 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 for the three months ended March 31, 2018. No such payments were received for the three months ended March 31, 2019.

Total gross base management fee was $92,794 and $89,543 for the nine months ended March 31, 2019 and March 31, 2018, respectively. The increase in total gross base management fee is directly related to an increase in average total assets combined with a $2,757 adjustment for fees earned in prior periods that were neither expensed nor paid to the Investment Adviser. 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 $110 and $553 from these institutions for the nine months ended March 31, 2019 and March 31, 2018, 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 $92,684 and $88,990 for the nine months ended March 31, 2019 and March 31, 2018, respectively.

For the three months ended March 31, 2019 and March 31, 2018, we incurred $19,315 and $17,612 of income incentive fees, respectively. This increase was driven by a corresponding increase in pre-incentive fee net investment income from $88,058 for the three months ended March 31, 2018 to $96,577 for the three months ended March 31, 2019. No capital gains incentive fee has yet been incurred pursuant to the Investment Advisory Agreement.

For the nine months ended March 31, 2019 and March 31, 2018, we incurred $60,808 and $51,843 of income incentive fees, respectively. This increase was driven by a corresponding increase in pre-incentive fee net investment income from $259,213 for the nine months ended March 31, 2018 to $304,040 for the nine months ended March 31, 2019. No capital gains incentive fee has yet been incurred pursuant to the Investment Advisory Agreement.

During the three months ended March 31, 2019 and March 31, 2018, we incurred $38,946 and $37,479 respectively, of interest and credit facility 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, 2019 and March 31, 2018, we incurred $117,510 and $117,861, 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.

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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,
	2019			2018			2019			2018
Interest on borrowings	$	34,081		$	32,288		$	102,064		$	101,956
Amortization of deferred financing costs	2,356			2,949			8,699			9,168
Accretion of discount on unsecured debt	171			71			406			212
Facility commitment fees	2,338			2,171			6,341			6,525
Total interest and credit facility expenses	$	38,946		$	37,479		$	117,510		$	117,861

Average principal debt outstanding	$	2,540,038		$	2,427,516		$	2,545,688		$	2,561,834
Annualized weighted average stated interest rate on borrowings⁽¹⁾	5.37		%	5.32		%	5.35		%	5.31		%
Annualized weighted average interest rate on borrowings⁽²⁾	6.13		%	6.18		%	6.15		%	6.13		%


(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 is relatively stable on a dollars basis for the three months ended March 31, 2019 as compared to the three months ended March 31, 2018. The weighted average stated interest rate on borrowings (excluding amortization, accretion and undrawn facility fees) increased from 5.32% for the three months ended March 31, 2018 to 5.37% for the three months ended March 31, 2019. This increase is primarily due to issuances of Public Notes at higher rates, partially offset by repurchases of our Convertible Notes and increased utilization of our Revolving Credit Facility, which bears a lower rate than our remaining debt.

Interest expense is relatively stable on a dollars basis for the nine months ended March 31, 2019 as compared to the nine months ended March 31, 2018. The weighted average stated interest rate on borrowings (excluding amortization, accretion and undrawn facility fees) increased from 5.31% for the nine months ended March 31, 2018 to 5.35% for the nine months ended March 31, 2019. This increase is primarily due to issuances of Public Notes at higher rates, partially offset by repurchases of our Convertible Notes and increased utilization of our Revolving Credit Facility, which bears a lower rate than our remaining debt.

The allocation of gross overhead expense from Prospect Administration was $11,698 and $12,600 for the nine months ended March 31, 2019 and March 31, 2018, respectively. Prospect Administration received estimated payments of $607 and $6,701 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, 2019 and March 31, 2018, 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 nine months ended March 31, 2019 and March 31, 2018 totaled $11,091 and $5,899, 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 $3,962 and $4,835 for the three months ended March 31, 2019 and March 31, 2018, respectively. The $873 decrease was primarily attributable to decreases in legal fees and audit, compliance and tax related fees offset by increases in legal fees and valuation services fees.

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 $14,089 and $11,851 for the nine months ended March 31, 2019 and March 31, 2018, respectively. The $2,238 increase was primarily attributable to increases in legal fees and other general and administrative expenses.

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Net Investment Income

Net investment income represents the difference between investment income and operating expenses. Net investment income was $77,262 and $70,446 for the three months ended March 31, 2019 and March 31, 2018, respectively. The increase of $6,816 was primarily due to an increase in interest income of $9,214. Refer to above Investment Income discussion for detail.

Net investment income was $243,232 and $207,370 for the nine months ended March 31, 2019 and March 31, 2018, respectively. The increase of $35,682 was primarily due to an increase in interest income of $25,183, an increase in dividend income of $25,560 and an increase in other income of $4,857, respectively. This increase was partially offset by an increase in income incentive fees of $8,965 during the nine months ended March 31, 2019 compared to the nine months ended March 31, 2018. Refer to above Investment Income and Operating Expenses discussions for further detail.

Net Realized (Losses) Gains

Net realized gains (losses) from investments for the three months ended March 31, 2019 and March 31, 2018 were $9,483 and $(14,218), respectively. The $23,701 favorable increase was primarily a result of a $12,105 realized gain related to the sale of CCPI recognized during the three months ended March 31, 2019 compared to a realized loss of $14,197 related to the write-down of Nixon, Inc. upon restructuring during the three months ended March 31, 2018.

Net realized (losses) on extinguishment of debt for the three months ended March 31, 2019 and March 31, 2018 were $(2,980) and $(513), respectively. The $2,467 increase was primarily attributable to deferred financing write-offs related to the repurchases of our Convertible Notes during the three months ended March 31, 2019. No repurchases of our Convertible Notes occurred during the three months ended March 31, 2018.

Net realized gains (losses) from investments for the nine months ended March 31, 2019 and March 31, 2018 were $13,517 and $(18,454), respectively. This $31,971 favorable change was due to gains on investments coupled with lower levels of realized losses from investments in the current period. During the nine months ended March 31, 2019, net realized gains primarily resulted from from the recognition of a $12,105 realized gain related to the sale of CCPI. In addition, we recognized $2,204 of escrow proceeds related to the sale of Gulf Coast. In comparison, during the nine months ended March 31, 2018, net realized losses from investments were primarily related to the write-down of Nixon, Inc. upon restructuring, resulting in a realized loss of $14,197. In addition, we recognized a net realized loss from 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 a realized loss of $2,495 from our call of our investment in Apidos IX CLO.

Net realized (losses) on extinguishment of debt for the nine months ended March 31, 2019 and March 31, 2018 were $(6,931) and $(1,445), respectively. The $5,486 increase was primarily attributable to deferred financing write-offs related to the repurchases of our Public Notes and Convertible Notes during the nine months ended March 31, 2019. No repurchases of our Public Notes or Convertible Notes occurred during the nine months ended March 31, 2018.

Change in Unrealized Gains (Losses), Net

The following table reflects net change in unrealized gains (losses) for our portfolio for the three months ended and nine months ended March 31, 2019 and March 31, 2018, respectively:



	Three Months Ended March 31,						Nine Months Ended March 31,
	2019			2018			2019			2018
Control investments	$	11,686		$	1,380		$	(22,129	)	$	46,898
Affiliate investments	(4,101		)	12,952			(23,750		)	19,678
Non-control/non-affiliate investments	(2,155		)	(18,188		)	(98,338		)	(68,488		)
Net change in unrealized (losses) gains	$	5,430		$	(3,856	)	$	(144,217	)	$	(1,912	)

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The following table reflects net change in unrealized gains (losses) on investments for the three months ended March 31, 2019:



	Net Change in Unrealized Gains (Losses)
Valley Electric Company, Inc.	$	39,763
First Tower Finance Company LLC	32,591
Other, net	7,093
R-V Industries, Inc.	6,771
Echelon Aviation LLC	(5,578		)
Universal Turbine Parts, LLC	(5,892		)
Pacific World Corporation	(6,079		)
United Sporting Companies, Inc.	(7,273		)
MITY, Inc.	(8,187		)
Subordinated Structured Notes	(9,666		)
CCPI Inc.	(11,968		)
National Property REIT Corp.	(26,145		)
Net change in unrealized gains	$	5,430

The following table reflects net change in unrealized gains (losses) on investments for the three months ended March 31, 2018:



	Net Change in Unrealized Gains (Losses)
Nixon, Inc.	$	14,197
First Tower Finance Company LLC	14,058
Other, net	5,346
Freedom Marine Solutions, LLC	(12,558		)
Subordinated Structured Notes	(24,899		)
Net change in unrealized (losses)	$	(3,856	)

The following table reflects net change in unrealized gains (losses) on investments for the nine months ended March 31, 2019:



	Net Change in Unrealized Gains (Losses)
Valley Electric Company, Inc.	$	73,624
First Tower Finance Company LLC	35,844
NMMB, Inc.	10,312
USES Corp.	(5,188		)
CCPI Inc.	(6,105		)
InterDent, Inc.	(6,750		)
Engine Group, Inc.	(7,030		)
Other, net	(10,068		)
Credit Central Loan Company, LLC	(11,220		)
MITY, Inc.	(15,938		)
United Sporting Companies, Inc.	(23,109		)
Universal Turbine Parts, LLC	(24,934		)
Pacific World Corporation	(38,319		)
National Property REIT Corp.	(40,064		)
Subordinated Structured Notes	(75,272		)
Net change in unrealized (losses)	$	(144,217	)

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The following table reflects net change in unrealized gains (losses) on investments for the nine months ended March 31, 2018:



	Net Change in Unrealized Gains (Losses)
First Tower Finance Company LLC	$	55,842
PrimeSport, Inc.	23,741
Spartan Energy Services, Inc.	19,160
CP Energy Services Inc.	17,967
Nixon, Inc.	14,197
Credit Central Loan Company, LLC	10,489
Valley Electric Company, Inc.	8,285
Echelon Aviation LLC	7,983
National Property REIT Corp.	6,863
Targus International, LLC	6,814
Arctic Energy Services, LLC	6,077
Other, net	(2,132		)
USES Corp.	(6,415		)
CCPI Inc.	(5,844		)
Universal Turbine Parts, LLC	(6,313		)
Nationwide Loan Company LLC	(11,488		)
Freedom Marine Solutions, LLC	(10,325		)
MITY, Inc.	(14,389		)
Edmentum Ultimate Holdings, LLC	(14,427		)
United Sporting Companies, Inc.	(26,297		)
Subordinated Structured Notes	(81,700		)
Net change in unrealized (losses)	$	(1,912	)

Financial Condition, Liquidity and Capital Resources

For the nine months ended March 31, 2019 and March 31, 2018, our operating activities provided $171,071 and $258,142 of cash, respectively. There were no investing activities for the nine months ended March 31, 2019 and March 31, 2018. Financing activities used $134,263 and $478,662 of cash during the nine months ended March 31, 2019 and March 31, 2018, respectively, which included dividend payments of $180,685 and $202,362, 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, 2019, we borrowed $912,154 and we made repayments totaling $850,154 under the Revolving Credit Facility. As of March 31, 2019, our outstanding balance on the Revolving Credit Facility was $99,000. As of March 31, 2019, we had, net of unamortized discount and debt issuance costs, $763,245 outstanding on the Convertible Notes, $775,624 outstanding on the Public Notes and $742,752 outstanding on the Prospect Capital InterNotes® (See “Capitalization” above).

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Our shareholders’ equity accounts as of March 31, 2019 and June 30, 2018 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 25, 2018. We did not repurchase any shares of our common stock for the nine months ended March 31, 2019 or March 31, 2018.

Off-Balance Sheet Arrangements

As of March 31, 2019, 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

On April 4, 2019, Memorial MRI & Diagnostic, LLC fully repaid the $36,355 Senior Secured Term Loan receivable to us at par.

On April 11, 2019, Photonis Technologies SAS fully repaid the $12,872 First Lien Term Loan receivable to us at par.

On May 8, 2019, we announced the declaration of monthly dividends in the following amounts and with the following dates:


•	$0.06 per share for May 2019 to holders of record on May 31, 2019 with a payment date of June 20, 2019


•	$0.06 per share for June 2019 to holders of record on June 28, 2019 with a payment date of July 18, 2019.


•	$0.06 per share for July 2019 to holders of record on July 31, 2019 with a payment date of August 22, 2019.


•	$0.06 per share for August 2019 to holders of record on August 30, 2019 with a payment date of September 19, 2019.

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Critical Accounting Policies and Estimates

Basis of Presentation and Consolidation

Reclassifications

Use of Estimates

Investment Classification

Investment Transactions

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

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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.

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

Structured Credit Related Risk

Online Small-and-Medium-Sized Business Lending Risk

Foreign Currency

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Investment Valuation

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 3: Unobservable inputs for the asset or liability.

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.


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.

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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 in the accompanying Consolidated Financial Statements for the disclosure of the fair value of our outstanding debt and the market observable inputs used in determining fair value.

Convertible Notes

Revenue Recognition

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

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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.

Federal and State Income Taxes

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, 2019, we do not expect to have any excise tax due for the 2019 calendar year. Thus, we have not accrued any excise tax for this period.

Dividends and Distributions

Financing Costs

We record origination expenses related to our Revolving Credit Facility and the 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®, our 2024 Notes Follow-on Program, and our 2028 Notes Follow-on Program. The effective interest

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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 in the accompanying Consolidated Financial Statements for further discussion).

We may record registration expenses related to shelf filings as prepaid expenses. These expenses consist principally of 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, 2019 and June 30, 2018, there are no prepaid expenses related to registration expenses and all amounts incurred have been expensed.

Guarantees and Indemnification Agreements

Per Share Information

Recent Accounting Pronouncements

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SEC Disclosure Update and Simplification

Prior to adoption and in accordance with previous SEC rules, we presented distributable earnings (loss) on the Consolidated Statements of Assets and Liabilities, as three components: 1) accumulated overdistributed net investment income; 2) accumulated net unrealized gain (loss) on investments; and 3) accumulated net realized gain (loss) on investments. We also presented distributions from earnings on the Consolidated Statements of Changes in Net Assets as distributions from net investment income. In accordance with the SEC Release, distributable earnings and distributions from distributable earnings are shown in total on the Consolidated Statements of Assets and Liabilities and Consolidated Statements of Changes in Net Assets, respectively. The changes in presentation have been retrospectively applied to the prior period statements presented.

Tax Cuts and Jobs Act

On December 22, 2017, the President signed into law the Tax Cuts and Jobs Act (The “Tax Act”), which significantly changed the Code, including, a reduction in the corporate income tax rate, a new limitation on the deductibility of interest expense, and significant changes to the taxation of income earned from foreign sources and foreign subsidiaries. The Tax Act also authorizes the IRS to issue regulations with respect to the new provisions. We cannot predict how the changes in the Tax and Jobs Act, or regulations or other guidance issued under it, might affect us, our business or the business of our portfolio companies. However, our portfolio companies may or may not make certain elections under the Tax Act that could materially increase their taxable earnings and profits. Any such increase in the earnings and profits of a portfolio company may result in the characterization of certain distributions sourced from sale proceeds as dividend income, which may increase our distributable taxable income. During the three months ended March 31, 2019, we received $21,000 of such dividends from NPRC related to the gain on the sale of real estate properties.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are subject to financial market risks, including changes in interest rates and equity price risk. Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates impacting some of the loans in our portfolio which have floating interest rates. Additionally, because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. See “Risk Factors - Risks Relating to Our Business - Changes in interest rates may affect our cost of capital and net investment income”.

Our debt investments may be based on floating rates or fixed rates. For our floating rate loans the rates are determined from the LIBOR, EURO Interbank Offer Rate, the Federal Funds Rate or the Prime Rate. The floating interest rate loans may be subject to a LIBOR floor. Our loans typically have durations of one to three months after which they reset to current market interest rates. As of March 31, 2019, 88.04% of the interest earning investments in our portfolio, at fair value, bore interest at floating rates.

We also have a revolving credit facility and certain Prospect Capital InterNotes® issuances that are based on floating LIBOR rates. Interest on borrowings under the revolving credit facility is one-month LIBOR plus 220 basis points with no minimum LIBOR floor and an outstanding balance of $99,000 as of March 31, 2019. Interest on five Prospect Capital InterNotes® is three-month LIBOR plus a range of 300 to 350 basis points with no minimum LIBOR floor. The Convertible Notes, Public Notes and remaining Prospect Capital InterNotes® bear interest at fixed rates.

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The following table shows the approximate annual impact on net investment income of base rate changes in interest rates (considering interest rate flows for floating rate instruments, excluding our investments in Subordinated Structured Notes) to our loan portfolio and outstanding debt as of March 31, 2019, assuming no changes in our investment and borrowing structure:



(in thousands) Basis Point Change	Interest Income			Interest Expense			Net Investment Income			Net Investment Income (1)
Up 300 basis points	$	93,838		$	46		$	93,792		$	75,034
Up 200 basis points	61,151			31			61,120			48,896
Up 100 basis points	28,465			15			28,450			22,760
Down 100 basis points	(38,595		)	(43		)	(38,552		)	(30,842		)


(1)	Includes the impact of income incentive fees. See Note 13 in the accompanying Consolidated Financial Statements for more information on income incentive fees.

As of March 31, 2019, one and three month LIBOR were 2.50% and 2.60%, respectively.

We may hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of higher interest rates with respect to our portfolio of investments. During the year ended March 31, 2019, we did not engage in hedging activities.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of March 31, 2019, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the 1934 Act). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended March 31, 2019, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

Item 1. Legal Proceedings

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended June 30, 2018, which could materially affect our business, financial condition or future results. The risks described in this report and in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits

The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC (according to the number assigned to them in Item 601 of Regulation S-K):



Exhibit No.
3.1	Articles of Amendment and Restatement(1)
3.2	Amended and Restated Bylaws(2)
4.1	Six Hundred Thirty-First Supplemental Indenture dated as of January 4, 2019, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2024(3)
4.2	Six Hundred Thirty-Second Supplemental Indenture dated as of January 4, 2019, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2026(3)
4.3	Six Hundred Thirty-Third Supplemental Indenture dated as of January 10, 2019, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2024(4)
4.4	Six Hundred Thirty-Fourth Supplemental Indenture dated as of January 10, 2019, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2026(4)
4.5	Six Hundred Thirty-Fifth Supplemental Indenture dated as of January 17, 2019, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2024(5)
4.6	Six Hundred Thirty-Sixth Supplemental Indenture dated as of January 17, 2019, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2026(5)
4.7	Six Hundred Thirty-Seventh Supplemental Indenture dated as of January 25, 2019, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2024(6)
4.8	Six Hundred Thirty-Eighth Supplemental Indenture dated as of January 25, 2019, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2026(6)

157



Exhibit No.
4.9	Six Hundred Thirty-Ninth Supplemental Indenture dated as of January 25, 2019, to the U.S. Bank Indenture, and Form of 6.250% Prospect Capital InterNote® due 2029(6)
4.10	Six Hundred Fortieth Supplemental Indenture dated as of January 31, 2019, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2024(7)
4.11	Six Hundred Forty-First Supplemental Indenture dated as of January 31, 2019, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2026(7)
4.12	Six Hundred Forty-Second Supplemental Indenture dated as of January 31, 2019, to the U.S. Bank Indenture, and Form of 6.250% Prospect Capital InterNote® due 2029(7)
4.13	Six Hundred Forty-Third Supplemental Indenture dated as of February 7, 2019, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2024(8)
4.14	Six Hundred Forty-Fourth Supplemental Indenture dated as of February 7, 2019, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2026(8)
4.15	Six Hundred Forty-Fifth Supplemental Indenture dated as of February 7, 2019, to the U.S. Bank Indenture, and Form of 6.250% Prospect Capital InterNote® due 2029(8)
4.16	Supplemental Indenture dated as of February 7, 2019, to the U.S. Bank Indenture and Form of 6.875% Note due 2029(9)
4.17	Six Hundred Forty-Sixth Supplemental Indenture dated as of February 22, 2019, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2024(10)
4.18	Six Hundred Forty-Seventh Supplemental Indenture dated as of February 22, 2019, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2026(10)
4.19	Six Hundred Forty-Eighth Supplemental Indenture dated as of February 22, 2019, to the U.S. Bank Indenture, and Form of 6.250% Prospect Capital InterNote® due 2029(10)
4.20	Six Hundred Forty-Ninth Supplemental Indenture dated as of February 28, 2019, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2024(11)
4.21	Six Hundred Fiftieth Supplemental Indenture dated as of February 28, 2019, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2026(11)
4.22	Six Hundred Fifty-First Supplemental Indenture dated as of February 28, 2019, to the U.S. Bank Indenture, and Form of 6.250% Prospect Capital InterNote® due 2029(11)
4.23	Supplemental Indenture dated as of March 1, 2019, to the U.S. Bank Indenture, and Form of 6.375% Convertible Note due 2025(12)
4.24	Six Hundred Fifty-Second Supplemental Indenture dated as of March 7, 2019, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2024(13)
4.25	Six Hundred Fifty-Third Supplemental Indenture dated as of March 7, 2019, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2026(13)
4.26	Six Hundred Fifty-Fourth Supplemental Indenture dated as of March 7, 2019, to the U.S. Bank Indenture, and Form of 6.250% Prospect Capital InterNote® due 2029(13)
4.27	Six Hundred Fifty-Fifth Supplemental Indenture dated as of March 14, 2019, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2024(14)
4.28	Six Hundred Fifty-Sixth Supplemental Indenture dated as of March 14, 2019, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2026(14)
4.29	Six Hundred Fifty-Seventh Supplemental Indenture dated as of March 14, 2019, to the U.S. Bank Indenture, and Form of 6.250% Prospect Capital InterNote® due 2029(14)
4.30	Six Hundred Fifty-Eighth Supplemental Indenture dated as of March 21, 2019, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2024(15)
4.31	Six Hundred Fifty-Ninth Supplemental Indenture dated as of March 21, 2019, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2026(15)
4.32	Six Hundred Sixtieth Supplemental Indenture dated as of March 21, 2019, to the U.S. Bank Indenture, and Form of 6.250% Prospect Capital InterNote® due 2029(15)
4.33	Six Hundred Sixty-First Supplemental Indenture dated as of March 28, 2019, to the U.S. Bank Indenture, and Form of 5.750% Prospect Capital InterNote® due 2024(16)
4.34	Six Hundred Sixty-Second Supplemental Indenture dated as of March 28, 2019, to the U.S. Bank Indenture, and Form of 6.000% Prospect Capital InterNote® due 2026(16)
4.35	Six Hundred Sixty-Third Supplemental Indenture dated as of March 28, 2019, to the U.S. Bank Indenture, and Form of 6.250% Prospect Capital InterNote® due 2029(16)

158



Exhibit No.
10.1	Debt Distribution Agreement, dated February 7, 2019(9)
10.2	Debt Distribution Agreement, dated February 7, 2019(9)
10.3	Debt Distribution Agreement, dated February 7, 2019(9)
10.4	Underwriting Agreement, dated February 27, 2019(12)
11	Computation of Per Share Earnings (included in the notes to the financial statements contained in this report)
12	Computation of Ratios (included in the notes to the financial statements contained in this report)
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended*
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended*
32.1	Certification of Chief Executive Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)*
32.2	Certification of Chief Financial Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)*

________________________



*	Filed herewith.
(1)	Incorporated by reference to Exhibit 3.1 of the Registrant’s form 8-K, filed on May 9, 2014.
(2)	Incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K, filed on December 11, 2015.
(3)	Incorporated by reference from the Registrant’s Post-Effective Amendment No. 9 to the Registration Statement on Form N-2, filed on January 4, 2019.
(4)	Incorporated by reference from the Registrant’s Post-Effective Amendment No. 10 to the Registration Statement on Form N-2, filed on January 10, 2019.
(5)	Incorporated by reference from the Registrant’s Post-Effective Amendment No. 11 to the Registration Statement on Form N-2, filed on January 17, 2019.
(6)	Incorporated by reference from the Registrant’s Post-Effective Amendment No. 12 to the Registration Statement on Form N-2, filed on January 25, 2019.
(7)	Incorporated by reference from the Registrant’s Post-Effective Amendment No. 13 to the Registration Statement on Form N-2, filed on January 31, 2019.
(8)	Incorporated by reference from the Registrant’s Post-Effective Amendment No. 14 to the Registration Statement on Form N-2, filed on February 7, 2019.
(9)	Incorporated by reference from the Registrant’s Post-Effective Amendment No. 15 to the Registration Statement on Form N-2, filed on February 20, 2019.
(10)	Incorporated by reference from the Registrant’s Post-Effective Amendment No. 16 to the Registration Statement on Form N-2, filed on February 22, 2019.
(11)	Incorporated by reference from the Registrant’s Post-Effective Amendment No. 17 to the Registration Statement on Form N-2, filed on February 28, 2019.
(12)	Incorporated by reference from the Registrant’s Post-Effective Amendment No. 18 to the Registration Statement on Form N-2, filed on March 1, 2019.
(13)	Incorporated by reference from the Registrant’s Post-Effective Amendment No. 19 to the Registration Statement on Form N-2, filed on March 7, 2019.
(14)	Incorporated by reference from the Registrant’s Post-Effective Amendment No. 20 to the Registration Statement on Form N-2, filed on March 14, 2019.
(15)	Incorporated by reference from the Registrant’s Post-Effective Amendment No. 21 to the Registration Statement on Form N-2, filed on March 21, 2019.
(16)	Incorporated by reference from the Registrant’s Post-Effective Amendment No. 22 to the Registration Statement on Form N-2, filed on March 28, 2019.

159

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on May 8, 2019.



PROSPECT CAPITAL CORPORATION

By:	/s/ JOHN F. BARRY III
	John F. Barry III
	Chairman of the Board and Chief Executive Officer

By:	/s/ KRISTIN L. VAN DASK
	Kristin L. Van Dask
	Chief Financial Officer

Prospect Capital - 10-Q quarterly report FY

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