Edgar Filing: PROSPECT CAPITAL CORP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended March 31, 2013

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

44th Floor

New York, New York	10016

(Address of principal executive offices)	(Zip Code)

(212) 448-0702

(Registrant’s telephone number, including area code)

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. x Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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). oYes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer x Accelerated Filer o Non-Accelerated Filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). oYes x No

The number of shares of the registrant’s common stock, $0.001 par value, outstanding as of May 6, 2013 was 243,243,161.

PROSPECT CAPITAL CORPORATION
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2013
TABLE OF CONTENTS

		Page

PART I.	FINANCIAL INFORMATION	3
Item 1.	FINANCIAL STATEMENTS	3
	Consolidated Statements of Assets and Liabilities – March 31, 2013 (Unaudited) and June 30, 2012 (Audited)	3
	Consolidated Statements of Operations (Unaudited) - For the Three and Nine Months Ended March 31, 2013 and 2012	4
	Consolidated Statements of Changes in Net Assets (Unaudited) - For the Nine Months Ended March 31, 2013 and 2012	5
	Consolidated Statements of Cash Flows (Unaudited) - For the Nine Months Ended March 31, 2013 and 2012	6
	Consolidated Schedule of Investments – March 31, 2013 (Unaudited) and June 30, 2012 (Audited)	7
	Notes to Consolidated Financial Statements (Unaudited)	35
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	60
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	96
Item 4.	Controls and Procedures	96

PART II.	OTHER INFORMATION	97
Item 1.	Legal Proceedings	97
Item 1A.	Risk Factors	97
Item 2.	Unregistered Sales in Equity Securities and Use of Proceeds	97
Item 3.	Defaults Upon Senior Securities	97
Item 4.	Mine Safety Disclosures	97
Item 5.	Other Information	97
Item 6.	Exhibits	97
	Signatures	104

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements

PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
March 31, 2013 and June 30, 2012
(in thousands, except share and per share data)

	March 31, 2013				June 30, 2012
	(Unaudited)				(Audited)
Assets (Note 4)
Investments at fair value:
Control investments (amortized cost of $715,301 and $518,015, respectively)	$		675,305		$	564,489
Affiliate investments (amortized cost of $48,949 and $44,229, respectively)	41,745				46,116
Non-control/Non-affiliate investments (amortized cost of $3,030,863 and $1,537,069, respectively)	2,990,672				1,483,616
Total investments at fair value (amortized cost of $3,795,113 and $2,099,313, respectively, Note 3)	3,707,722				2,094,221

Investments in money market funds	253,332				118,369
Total investments	3,961,054				2,212,590

Cash	24,726				2,825
Receivables for:
Interest, net	18,435				14,219
Dividends	2				1
Other	462				783
Prepaid expenses	210				421
Deferred financing costs	42,128				24,415
Total Assets	4,047,017				2,255,254

Liabilities
Credit facility payable (Note 4 and Note 8)	—				96,000
Senior convertible notes (Note 5 and Note 8)	847,500				447,500
Senior unsecured notes (Note 6 and Note 8)	347,682				100,000
Prospect Capital InterNotes® (Note 7 and Note 8)	199,401				20,638
Due to broker	42,961				44,533
Dividends payable	26,267				14,180
Due to Prospect Administration (Note 12)	1,332				658
Due to Prospect Capital Management (Note 12)	873				7,913
Accrued expenses	2,559				2,925
Interest payable	15,268				6,723
Other liabilities	7,586				2,210
Total Liabilities	1,491,429				743,280
Net Assets	$		2,555,588		$	1,511,974

Components of Net Assets
Common stock, par value $0.001 per share (500,000,000 common shares authorized; 238,628,037 and 139,633,870 issued and outstanding, respectively) (Note 9)	$		239		$	140
Paid-in capital in excess of par (Note 9)	2,640,457				1,544,801
Undistributed net investment income	66,187				23,667
Accumulated realized losses on investments	(63,904			)	(51,542		)
Unrealized depreciation on investments	(87,391			)	(5,092		)
Net Assets	$		2,555,588		$	1,511,974

Net Asset Value Per Share	$	10.71			$	10.83

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three and Nine Months Ended March 31, 2013 and 2012
(in thousands, except share and per share data)
(Unaudited)

	For The Three Months Ended March 31,						For The Nine Months Ended March 31,
	2013			2012			2013			2012
Investment Income
Interest Income: (Note 3)
Control investments	$	26,598		$	32,966		$	77,756		$	45,546
Affiliate investments	1,599			2,378			4,944			7,179
Non-control/Non-affiliate investments other than CLO securities	58,187			37,044			161,727			107,078
CLO fund securities	23,228			2,560			60,361			3,668
Total interest income	109,612			74,948			304,788			163,471

Dividend income:
Control investments	75			5,474			65,042			29,819
Non-control/Non-affiliate investments	—			—			3,185			1,733
Money market funds	8			1			19			2
Total dividend income	83			5,475			68,246			31,554

Other income: (Note 10)
Control investments	2,656			13,768			7,753			14,386
Affiliate investments	5			11			618			85
Non-control/Non-affiliate investments	7,839			1,421			28,461			8,732
Total other income	10,500			15,200			36,832			23,203
Total Investment Income	120,195			95,623			409,866			218,228

Operating Expenses
Investment advisory fees:
Base management fee (Note 12)	18,966			8,949			48,500			25,985
Income incentive fee (Note 12)	14,896			14,518			58,207			30,614
Total investment advisory fees	33,862			23,467			106,707			56,599

Interest and credit facility expenses	20,854			9,655			50,779			28,374
Legal fees	395			256			1,652			1,198
Valuation services	420			308			1,167			916
Audit, compliance and tax related fees	200			276			1,010			1,141
Allocation of overhead from Prospect Administration (Note 12)	2,957			2,910			7,280			5,143
Insurance expense	88			69			259			168
Directors’ fees	75			68			225			195
Excise Tax	1,000			—			5,500			—
Other general and administrative expenses	759			542			2,459			2,037
Total Operating Expenses	60,610			37,551			177,038			95,771

Net Investment Income	59,585			58,072			232,828			122,457

Net realized (loss) gain on investments (Note 3)	(6,014		)	24,812			(12,362		)	23,703
Net change in unrealized (depreciation) appreciation on investments (Note 3)	(9,142		)	(32,675		)	(82,299		)	8,441

Net Increase in Net Assets Resulting from Operations	$	44,429		$	50,209		$	138,167		$	154,601

Net increase in net assets resulting from operations per share: (Note 11 and Note 15)	$	0.20		$	0.44		$	0.71		$	1.39
Dividends declared per share	$	0.33		$	0.30		$	0.95		$	0.91

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
For The Nine Months Ended March 31, 2013 and 2012
(in thousands, except share data)
(Unaudited)

	For The Nine Months Ended March 31,

	2013			2012

Increase in Net Assets from Operations:
Net investment income	$	232,828		$	122,457
Net realized (loss) gain on investments	(12,362		)	23,703
Net change in unrealized appreciation on investments	(82,299		)	8,441
Net Increase in Net Assets Resulting from Operations	138,167			154,601

Dividends to Shareholders	(190,308		)	(102,421		)

Capital Share Transactions:
Proceeds from capital shares sold, net of underwriting costs	1,085,188			144,900
Less: Offering costs of public share offerings	(1,570		)	(524		)
Reinvestment of dividends	12,137			7,893
Net Increase in Net Assets Resulting from Capital Share Transactions	1,095,755			152,269

Total Increase in Net Assets	1,043,614			204,449
Net assets at beginning of period	1,511,974			1,114,357
Net Assets at End of Period	$	2,555,588		$	1,318,806

Capital Share Activity:
Shares sold	92,408,899			13,500,000
Shares issued to acquire controlled investments	5,507,381			—
Shares issued through reinvestment of dividends	1,077,887			817,241
Net increase in capital share activity	98,994,167			14,317,241
Shares outstanding at beginning of period	139,633,870			107,606,690

Shares Outstanding at End of Period	238,628,037			121,923,931

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended March 31, 2013 and 2012
(in thousands, except share data)
(Unaudited)

	For The Nine Months Ended March 31,


	2013			2012

Cash Flows from Operating Activities:
Net increase in net assets resulting from operations	$	138,167		$	154,601
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operations:
Net realized loss (gain) on investments	12,362			(23,703		)
Net change in unrealized depreciation (appreciation) on investments	82,299			(8,441		)
Amortization of discounts and premiums	(13,624		)	(3,741		)
Amortization of deferred financing costs	5,878			7,174
Payment-in-kind interest	(7,025		)	(4,499		)
Structuring fees	(33,578		)	(13,530		)

Change in operating assets and liabilities
Payments for purchases of investments	(2,204,603		)	(524,817		)
Proceeds from sale of investments and collection of investment principal	609,919			354,660
Net (increase) decrease of investments in money market funds	(134,963		)	1,878
Increase in interest receivable	(4,216		)	(7,637		)
Increase in dividends receivable	(1		)	(75		)
Decrease (increase) in other receivables	321			(1,344		)
Decrease (increase) in prepaid expenses	211			(53		)
(Decrease) increase in due to broker	(1,572		)	26,569
Increase in due to Prospect Administration	674			150
Decrease in due to Prospect Capital Management	(7,040		)	(3,391		)
(Decrease) increase in accrued expenses	(366		)	111
Increase in interest payable	8,545			179
Increase (decrease) in other liabilities	5,376			(117		)
Net Cash Used In Operating Activities	(1,543,236		)	(46,026		)

Cash Flows from Financing Activities:
Borrowings under credit facility (Note 4)	99,000			615,800
Principal payments under credit facility (Note 4)	(195,000		)	(579,000		)
Borrowings under Senior Convertible Notes (Note 5)	400,000			—
Repurchases under Senior Convertible Notes (Note 5)	—			(5,000		)
Borrowings under Senior Unsecured Notes	247,682			—
Borrowings under Prospect Capital InterNotes® (Note 7)	178,763			5,465
Financing costs paid and deferred	(23,591		)	(9,078		)
Proceeds from issuance of common stock, net of underwriting costs	1,025,937			144,900
Offering costs from issuance of common stock	(1,570		)	(524		)
Dividends paid	(166,084		)	(93,051		)
Net Cash Provided By Financing Activities	1,565,137			79,512

Total Increase in Cash	21,901			33,486
Cash balance at beginning of period	2,825			1,492
Cash Balance at End of Period	$	24,726		$	34,978

Cash Paid For Interest	$	32,757		$	19,607

Non-Cash Financing Activity:
Amount of shares issued in connection with dividend reinvestment plan	$	12,137		$	7,893
Amount of shares issued in connection with controlled investments	$	59,251		$	—

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED SCHEDULE OF INVESTMENTS
March 31, 2013 (Unaudited) and June 30, 2012 (Audited)
(in thousands, except share data)

			March 31, 2013 (Unaudited)
Portfolio Company	Locale / Industry	Investments(1)	Principal Value	Cost	Fair Value(2)	% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS:

Control Investments (25.00% or greater of voting control)

AIRMALL USA, Inc. (27)	Pennsylvania / Property Management	Senior Secured Term Loan (12.00% (LIBOR + 9.00% with 3.00% LIBOR floor), due 6/30/2015)(3), (4)	$ 28,900	$ 28,900	$ 28,900	1.1%
		Senior Subordinated Term Loan (12.00% plus 6.00% PIK, due 12/31/2015)	12,500	12,500	12,500	0.5%
		Convertible Preferred Stock (9,919.684 shares)		9,920	9,920	0.4%
		Common Stock (100 shares)		—	374	0.0%
				51,320	51,694	2.0%
Ajax Rolled Ring & Machine, Inc.	South Carolina / Manufacturing	Senior Secured Note — Tranche A (10.50% (LIBOR + 7.50% with 3.00% LIBOR floor), due 4/01/2013)(3), (4)	19,837	19,837	19,837	0.8%
		Subordinated Secured Note — Tranche B (11.50% (LIBOR + 8.50% with 3.00% LIBOR floor) plus 6.00% PIK, due 4/01/2013)(3), (4)	15,035	15,035	15,035	0.6%
		Subordinated Unsecured Note (11.50% (LIBOR + 8.50% with 3.00% LIBOR floor) plus 6.00% PIK, due 12/31/2017)(4)	3,600	3,600	3,600	0.1%
		Convertible Preferred Stock — Series A (6,142.6 shares)		6,057	—	0.0%
		Unrestricted Common Stock (6 shares)		—	—	0.0%
				44,529	38,472	1.5%
APH Property Holdings, LLC(32)	Georgia / Real Estate	Senior Secured Note (10.50% (LIBOR + 8.50% with 2.00% LIBOR floor) plus 2.00% PIK, due 10/24/2020)(4)	40,018	40,018	40,018	1.6%
		Common Stock (17,400 shares)		7,750	7,750	0.3%
				47,768	47,768	1.9%
AWCNC, LLC(19)	North Carolina / Machinery	Members Units — Class A (1,800,000 units)		—	—	0.0%
	North Carolina / Machinery	Members Units — Class B-1 (1 unit)		—	—	0.0%
		Members Units — Class B-2 (7,999,999 units)		—	—	0.0%
				—	—	0.0%
Borga, Inc.	California / Manufacturing	Revolving Line of Credit — $1,150 Commitment (5.00% (PRIME + 1.75%) plus 3.00% default interest, in non-accrual status effective 03/02/2010, past due)(4), (25)	1,150	1,095	480	0.0%
		Senior Secured Term Loan B (8.50% (PRIME + 5.25%) plus 3.00% default interest, in non-accrual status effective 03/02/2010, past due)(4)	1,612	1,501	—	0.0%
		Senior Secured Term Loan C (12.00% plus 4.00% PIK plus 3.00% default interest, in non-accrual status effective 03/02/2010, past due)	9,641	706	—	0.0%
		Common Stock (100 shares)(21)		—	—	0.0%
		Warrants (33,750 warrants)(21)		—	—	0.0%
				3,302	480	0.0%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED SCHEDULE OF INVESTMENTS – (CONTINUED)
March 31, 2013 (Unaudited) and June 30, 2012 (Audited)
(in thousands, except share data)

			March 31, 2013 (Unaudited)
Portfolio Company	Locale / Industry	Investments(1)	Principal Value	Cost	Fair Value(2)	% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS:

Control Investments (25.00% or greater of voting control)

CCPI Holdings Inc.(33)	Ohio / Manufacturing	Senior Secured Note (10.00%, due 12/31/2017)	$ 17,775	$ 17,775	$ 17,775	0.7%
		Senior Secured Note (12.00% plus 7.00% PIK, due 6/30/2018)	7,526	7,526	7,526	0.3%
		Common Stock (100 shares)		8,581	8,581	0.3%
		Net Revenue Interest (4% of Net Revenue)		—	—	0.0%
				33,882	33,882	1.3%
Credit Central Holdings of Delaware, LLC (22), (34)	Ohio / Consumer Finance	Senior Secured Revolving Credit Facility - $60,000 Commitment (20.00% (LIBOR + 18.50% with 1.50% LIBOR floor), due 12/31/2020) (4), (25)	38,082	38,082	38,082	1.5%
		Common Stock (100 shares)		9,581	7,342	0.3%
		Net Revenue Interest (5% of Net Revenue)		—	2,907	0.1%
				47,663	48,331	1.9%
Energy Solutions Holdings, Inc.(8)	Texas / Gas Gathering and Processing	Senior Secured Note (18.00%, due 12/11/2016)	750	750	750	0.0%
Energy Solutions Holdings, Inc.(8)	Texas / Gas Gathering and Processing	Junior Secured Note (18.00%, due 12/12/2016)	12,000	12,000	12,000	0.5%
		Senior Secured Note to Vessel Holdings LLC (18.00%, due 12/12/2016)	3,500	3,500	3,500	0.1%
		Subordinated Secured Note to Freedom Marine Holdings, LLC (12.00% (LIBOR + 6.11% with 5.89% LIBOR floor) plus 4.00% PIK, in non-accrual status effective 10/1/2010, due 12/31/2011) (4)	13,765	12,503	5,134	0.2%
		Senior Secured Debt to Yatesville Coal Holdings, Inc. (Non-accrual status effective 1/1/2009, past due)	1,449	1,449	—	0.0%
		Escrow Receivable		—	—	0.0%
		Common Stock (100 shares)		8,318	9,558	0.4%
				38,520	30,942	1.2%
First Tower Holdings of Delaware, LLC (22), (29)	Mississippi / Consumer Finance	Senior Secured Revolving Credit Facility — $400,000 Commitment (20.00% (LIBOR + 18.50% with 1.50% LIBOR floor), due 6/30/2022) (4), (25)	264,760	264,760	264,760	10.4%
		Common Stock (83,729,323 shares)		43,193	30,398	1.2%
		Net Revenue Interest (5% of Net Revenue & Distributions)		—	—	0.0%
				307,953	295,158	11.6%
Manx Energy, Inc. (“Manx”)(12)	Kansas / Oil & Gas Production	Senior Secured Note (13.00%, in non-accrual status effective 1/19/2010, due 6/21/2013)	3,550	3,550	—	0.0%
		Preferred Stock (6,635 shares)		6,307	—	0.0%
		Common Stock (17,082 shares)		1,171	—	0.0%
				11,028	—	0.0%
Nationwide Acceptance Holdings, LLC(22), (36)	Chicago / Consumer Finance	Senior Secured Revolving Credit Facility — $30,000 Commitment (20.00% (LIBOR + 18.50% with 1.50% LIBOR floor), due 1/31/2023) (4), (25)	21,308	21,308	21,308	0.8%
		Membership Units (100 shares)		3,843	2,127	0.1%
		Net Revenue Interest (5% of Net Revenue)		—	1,716	0.1%
				25,151	25,151	1.0%
NMMB Holdings, Inc. (24)	New York / Media	Senior Term Loan (14.00%, due 5/6/2016)	16,000	16,000	14,506	0.6%
		Senior Subordinated Term Loan (15.00%, due 5/6/2016)	2,800	2,800	—	0.0%
		Series A Preferred Stock (4,400 shares)		4,400	—	0.0%
				23,200	14,506	0.6%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED SCHEDULE OF INVESTMENTS – (CONTINUED)
March 31, 2013 (Unaudited) and June 30, 2012 (Audited)
(in thousands, except share data)

			March 31, 2013 (Unaudited)
Portfolio Company	Locale / Industry	Investments(1)	Principal Value	Cost	Fair Value(2)	% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS:

Control Investments (25.00% or greater of voting control)

R-V Industries, Inc.	Pennsylvania / Manufacturing	Senior Subordinated Note (12.00% (LIBOR + 9.00% with 3.00% LIBOR floor,) due 5/30/2018) (4)	$ 9,500	$ 9,500	$ 9,500	0.4%
		Warrants (200,000 warrants, expiring 6/30/2017)		1,682	6,916	0.3%
		Common Stock (545,107 shares)		5,087	18,850	0.7%
				16,269	35,266	1.4%
The Healing Staff, Inc.(9)	North Carolina / Contracting	Secured Promissory Notes (15.00%, in non-accrual status effective 12/22/2010, due 3/21/2012 – 4/10/2013)	1,688	$ 1,686	—	0.0%
		Senior Demand Note (15.00%, in non-accrual status effective 11/1/2010, past due)	1,170	1,170	—	0.0%
		Common Stock (1,000 shares)		975	—	0.0%
				3,831	—	0.0%
Valley Electric Co. of Mt. Vernon, Inc.(35)	Washington / Construction & Engineering	Senior Secured Note (9.00% (LIBOR + 6.00%, with 3.00% LIBOR floor) plus 9.00% PIK, due 12/31/2018)(4)	33,305	33,305	33,305	1.3%
	Washington / Construction & Engineering	Senior Secured Note (8.00% (LIBOR + 5.00% with 3.00% LIBOR floor) plus 2.50% PIK, due 12/31/2017)(4)	10,013	10,013	10,013	0.4%
		Common Stock (50,000 Shares)		9,526	8,358	0.3%
		Net Revenue Interest (5% of Net Revenue)		—	1,168	0.0%
				52,844	52,844	2.0%
Wolf Energy Holdings, Inc. (12)	Kansas / Oil & Gas Production	Appalachian Energy Holdings, LLC (“AEH”) — Senior Secured First Lien Note (8.00%, in non-accrual status effective 1/19/2010, due 6/21/2013)	2,590	2,000	202	0.0%
		Appalachian Energy Holdings, LLC (“AEH”) — Senior Secured First Lien Note (8.00%, in non-accrual status due 5/28/2013)	50	50	4	0.0%
		Coalbed, LLC — Senior Secured Note (8.00%, in non-accrual status effective 1/19/2010, due 6/21/2013) (6)	7,773	5,991	605	0.0%
		Common Stock (100 Shares)		—	—	0.0%
				8,041	811	0.0%
		Total Control Investments		715,301	675,305	26.4%

Affiliate Investments (5.00% to 24.99% voting control)

BNN Holdings Corp., (f/k/a Biotronic NeuroNetwork)	Michigan / Healthcare	Senior Secured Note (10.00% (LIBOR + 8.00% with 2.00% LIBOR floor), due 12/17/2017) (4)	29,700	29,700	29,700	1.2%
		Preferred Stock Series A (9,925.455 shares)(13)		2,300	2,538	0.1%
		Preferred Stock Series B (1,753.64 shares)(13)		579	639	0.0%
				32,579	32,877	1.3%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED SCHEDULE OF INVESTMENTS – (CONTINUED)
March 31, 2013 (Unaudited) and June 30, 2012 (Audited)
(in thousands, except share data)

			March 31, 2013 (Unaudited)
Portfolio Company	Locale / Industry	Investments(1)	Principal Value	Cost	Fair Value(2)	% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS:

Affiliate Investments (5.00% to 24.99% voting control)

Boxercraft Incorporated (20)	Georgia / Textiles & Leather	Senior Secured Term Loan A (10.00% plus 5.00% PIK, due 9/16/2013)	$ 1,698	$ 1,670	$ 1,698	0.1%
		Senior Secured Term Loan B (10.00% plus 5.00% PIK, due 9/16/2013)	4,851	4,675	4,851	0.2%
		Senior Secured Term Loan C (10.00% plus 5.00% PIK, due 9/16/2013)	2,351	2,351	2,319	0.1%
		Senior Secured Term Loan (10.00% plus 5.00% PIK, due 3/16/2014)	8,254	7,674	—	0.0%
		Preferred Stock (1,000,000 shares)		—	—	0.0%
		Common Stock (10,000 shares)		—	—	0.0%
		Warrants (1 warrant, expiring 8/31/2022)		—	—	0.0%
				16,370	8,868	0.4%
Smart, LLC(14)	New York / Diversified / Conglomerate Service	Membership Interest		—	—	0.0%
				—	—	0.0%
		Total Affiliate Investments		48,949	41,745	1.7%

Non-control/Non-affiliate Investments (less than 5.00% of voting control)

ADAPCO, Inc.	Florida / Ecological	Common Stock (5,000 shares)		141	306	0.0%
				141	306	0.0%
Aderant North America, Inc.	Georgia / Software & Computer Services	Second Lien Term Loan (10.00% (LIBOR + 8.75% with 1.25% LIBOR floor), due 6/20/2019) (4)	7,000	6,898	7,000	0.3%
				6,898	7,000	0.3%
Aircraft Fasteners International, LLC	California / Machinery	Convertible Preferred Stock (32,500 units)		396	539	0.0%
				396	539	0.0%
ALG USA Holdings, LLC	Pennsylvania / Hotels, Restaurants & Leisure	Second Lien Term Loan (10.25% (LIBOR + 9.00% with 1.25% LIBOR floor,) due 2/28/2020) (4)	12,000	11,764	11,764	0.5%
				11,764	11,764	0.5%
American Gilsonite Company	Utah / Specialty Minerals	Second Lien Term Loan (11.50%, due 9/1/2017)	38,500	38,500	38,500	1.5%
American Gilsonite Company	Utah / Specialty Minerals	Membership Interest in AGC/PEP, LLC (99.9999%)(15)		—	5,038	0.2%
				38,500	43,538	1.7%
Apidos CLO VIII, Ltd. (22)	Cayman Islands / Diversified Financial Services	Subordinated Notes (Residual Interest)	19,730	19,681	20,450	0.8%
				19,681	20,450	0.8%
Apidos CLO IX, Ltd. (22)	Cayman Islands / Diversified Financial Services	Subordinated Notes (Residual Interest)	20,525	19,635	19,614	0.8%
				19,635	19,614	0.8%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED SCHEDULE OF INVESTMENTS – (CONTINUED)
March 31, 2013 (Unaudited) and June 30, 2012 (Audited)
(in thousands, except share data)

			March 31, 2013 (Unaudited)
Portfolio Company	Locale / Industry	Investments(1)	Principal Value	Cost	Fair Value(2)	% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS:

Non-control/Non-affiliate Investments (less than 5.00% of voting control)

Apidos CLO XI, Ltd. (22)	Cayman Islands / Diversified Financial Services	Subordinated Notes (Residual Interest)	$ 38,340	$ 38,715	$ 38,306	1.5%
				38,715	38,306	1.5%
Apidos CLO XII, Ltd. (22)	Cayman Islands / Diversified Financial Services	Subordinated Notes (Residual Interest)	44,063	42,961	42,957	1.7%
				42,961	42,957	1.7%
Arctic Glacier U.S.A, Inc.	Canada / Food Products	Subordinated Unsecured (12.00% plus 3.00% PIK , due 7/27/2019)	86,751	86,751	86,751	3.4%
				86,751	86,751	3.4%
Atlantis Healthcare Group (Puerto Rico), Inc (4)	Puerto Rico / Healthcare	Revolving Line of Credit — $7,000 Commitment (10.00% (LIBOR + 8.00% with 2.00% LIBOR floor), due 2/21/2014) (25), (26)	—	—	—	0.0%
		Senior Term Loan (10.00% (LIBOR + 8.00% with 2.00% LIBOR floor,) due 2/21/2018)	39,451	39,451	39,451	1.5%
				39,451	39,451	1.5%
Babson CLO Ltd 2011-I. (22)	Cayman Islands / Diversified Financial Services	Subordinated Notes (Residual Interest)	35,000	35,026	35,991	1.4%
				35,026	35,991	1.4%
Babson CLO Ltd 2012-IA. (22)	Cayman Islands / Diversified Financial Services	Subordinated Notes (Residual Interest)	29,075	26,884	28,619	1.1%
				26,884	28,619	1.1%
Babson CLO Ltd 2012-IIA. (22)	Cayman Islands / Diversified Financial Services	Subordinated Notes (Residual Interest)	27,850	29,471	28,332	1.1%
				29,471	28,332	1.1%
Broder Bros., Co.	Pennsylvania /Textiles, Apparel & Luxury Goods	Senior Secured Notes (10.75% (LIBOR + 9.00% with 1.75% LIBOR floor), due 6/27/2018 (4)	100,000	100,000	100,000	3.9%
				100,000	100,000	3.9%
Byrider Systems Acquisition Corp(22)	Indiana / Auto Finance	Senior Subordinated Notes (12.00% plus 2.00% PIK, due 11/3/2016) (3)	15,833	15,833	15,176	0.6%
				15,833	15,176	0.6%
Caleel + Hayden, LLC (14), (31)	Colorado / Personal & Nondurable Consumer Products	Membership Units (13,220 shares)		—	129	0.0%
Caleel + Hayden, LLC (14), (31)	Colorado / Personal & Nondurable Consumer Products	Escrow Receivable		—	103	0.0%
				—	232	0.0%
Capstone Logistics, LLC. (4)	Georgia / Commercial Services	Senior Secured Term Loan A (6.50% (LIBOR + 5.00% with 1.50% LIBOR floor), due 9/16/2016)	97,291	97,291	97,291	3.8%
		Senior Secured Term Loan B (11.50% (LIBOR + 10.00% with 1.50% LIBOR floor), due 9/16/2016)	100,000	100,000	100,000	3.9%
				197,291	197,291	7.7%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED SCHEDULE OF INVESTMENTS — (CONTINUED)
March 31, 2013 (Unaudited) and June 30, 2012 (Audited)
(in thousands, except share data)

			March 31, 2013 (Unaudited)
Portfolio Company	Locale / Industry	Investments(1)	Principal Value	Cost	Fair Value(2)	% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS:

Non-control/Non-affiliate Investments (less than 5.00% of voting control)

Cargo Airport Services USA, LLC	New York / Transportation	Senior Secured Term Loan (10.50% (LIBOR + 7.50% with 3.00% LIBOR floor), due 3/31/2016) (3), (4)	$ 45,273	$ 45,273	$ 45,273	1.8%
		Common Equity (1.6 units)		1,639	2,259	0.1%
				46,912	47,532	1.9%
Cent 17 CLO Limited(22)	Cayman Islands / Diversified Financial Services	Subordinated Notes (Residual Interest)	24,870	24,469	24,293	1.0%
				24,469	24,293	1.0%
CIFC Funding 2011-I, Ltd. (4), (22)	Cayman Islands / Diversified Financial Services	Secured Class D Notes (5.30% (LIBOR + 5.00%), due 1/19/2023)	19,000	14,965	16,283	0.6%
	Cayman Islands / Diversified Financial Services	Unsecured Class E Notes (7.30% (LIBOR + 7.00%), due 1/19/2023)	15,400	12,597	13,561	0.5%
				27,562	29,844	1.1%
Cinedigm DC Holdings, LLC (4)	New York/ Software & Computer Services	Senior Secured Term Loan (11.00% (LIBOR + 9.00% with 2.00% floor) plus 2.50% PIK, due 3/31/2021)	70,151	70,151	70,151	2.7%
				70,151	70,151	2.7%
The Copernicus Group, Inc.	North Carolina / Healthcare	Escrow Receivable		—	320	0.0%
				—	320	0.0%
Correctional Healthcare Holding Company, Inc.	Colorado / Healthcare	Second Lien Term Loan (11.25% due 1/11/2020) (3)	27,100	27,100	27,100	1.1%
				27,100	27,100	1.1%
Coverall North America, Inc.	Florida / Commercial Services	Senior Secured Term Loan (11.50% (LIBOR + 8.50% with 3.00% floor), due 12/17/2017) (3) ,(4)	39,551	39,551	39,551	1.5%
				39,551	39,551	1.5%
CP Well Testing, LLC	Oklahoma / Oil & Gas Products	Senior Secured Term Loan (13.50% (LIBOR + 11.00% with 2.50% floor), due 10/03/2017)(4)	19,935	19,935	19,935	0.8%
				19,935	19,935	0.8%
CRT MIDCO, LLC	Wisconsin / Media	Senior Secured Term Loan (10.50% (LIBOR + 7.50% with 3.00% LIBOR floor), due 6/30/2017)(3), (4)	72,375	72,375	72,376	2.8%
				72,375	72,376	2.8%
Deltek, Inc.	Virginia/ Software & Computer Services	Second Lien Term Loan (10.00% (LIBOR + 8.75% with 1.25% LIBOR floor), due 10/10/2019)(4)	12,000	11,828	11,828	0.5%
				11,828	11,828	0.5%
Diamondback Operating, LP	Oklahoma / Oil & Gas Production	Net Profits Interest (15.00% payable on Equity distributions)(7)		—	—	0.0%
				—	—	0.0%
Edmentum, Inc (f/k/a Archipelago Learning, Inc)(4)	Minnesota / Consumer Services	Second Lien Term Loan (11.25% (LIBOR + 9.75% with 1.50% LIBOR floor), due 5/17/2019)	50,000	48,167	50,000	2.0%
				48,167	50,000	2.0%
Empire Today, LLC	Illinois / Durable Consumer Products	Senior Secured Note (11.375%, due 2/1/2017)	15,699	15,312	15,700	0.6%
				15,312	15,700	0.6%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARY

CONSOLIDATED SCHEDULE OF INVESTMENTS – (CONTINUED)

March 31, 2013 (Unaudited) and June 30, 2012 (Audited)

(in thousands, except share data)

			March 31, 2013 (Unaudited)
Portfolio Company	Locale / Industry	Investments(1)	Principal Value	Cost	Fair Value(2)	% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS:

Non-control/Non-affiliate Investments (less than 5.00% of voting control)

EIG Investors Corp	Massachusetts / Software & Computer Services	Second Lien Term Loan (10.25% (LIBOR + 9.00% with 1.25% floor), due 5/09/2020) (4), (16)	$ 22,000	$ 21,788	$ 22,000	0.9%
				21,788	22,000	0.9%
EXL Acquisition Corp.	South Carolina / Biotechnology	Escrow Receivable	—	—	14	0.0%
				—	14	0.0%
Evanta Ventures, Inc.(11)	Oregon / Commercial Services	Subordinated Unsecured (12.00% plus 1.00% PIK, due 9/28/2018)	10,453	10,453	10,453	0.4%
				10,453	10,453	0.4%
Fairchild Industrial Products, Co.	North Carolina / Electronics	Escrow Receivable	—	—	147	0.0%
				—	147	0.0%
Fischbein, LLC	North Carolina / Machinery	Escrow Receivable		—	529	0.0%
Fischbein, LLC	North Carolina / Machinery	Membership Class A (875,000 units)		875	2,771	0.1%
				875	3,300	0.1%
Focus Brands, Inc. (4)	Georgia / Consumer Services	Second Lien Term Loan (10.25% (LIBOR + 9.00% with 1.25% LIBOR floor), due 8/21/2018)	18,000	17,723	17,723	0.7%
				17,723	17,723	0.7%
FPG, LLC	Illinois / Durable Consumer Products	Senior Secured Term Loan (12.00% (LIBOR + 11.00% with 1.00% LIBOR floor), due 1/20/2017) (4)	21,677	21,677	21,677	0.8%
FPG, LLC	Illinois / Durable Consumer Products	Common Stock (5,638 shares)		27	97	0.0%
				21,704	21,774	0.8%
Galaxy XII CLO, Ltd. (22)	Cayman Islands / Diversified Financial Services	Subordinated Notes (Residual Interest)	22,000	20,930	22,739	0.9%
				20,930	22,739	0.9%
Galaxy XV CLO, Ltd. (22)	Cayman Islands / Diversified Financial Services	Subordinated Notes (Residual Interest)	35,025	31,713	31,624	1.2%
				31,713	31,624	1.2%
Grocery Outlet Inc.	California / Retail	Second Lien Term Loan (10.50% (LIBOR + 9.25% with 1.25% LIBOR floor), due 6/17/2019) (4)	17,500	17,161	17,500	0.7%
				17,161	17,500	0.7%
Gulf Coast Machine & Supply Company	Texas / Manufacturing	Senior Secured Term Loan (10.50% (LIBOR + 8.50% with 2.00% LIBOR floor), due 10/12/2017) (4)	41,475	41,475	41,475	1.6%
				41,475	41,475	1.6%
H&M Oil & Gas, LLC	Texas / Oil & Gas Production	Senior Secured Note (13.00% (LIBOR + 7.50% with 5.50% LIBOR floor) plus 3.00% PIK, plus 2.00% default interest, in non-accrual status effective 1/1/2011, past due)(4)	64,263	60,019	39,677	1.5%
		Senior Secured Note (18.00% PIK, in non-accrual status effective 4/27/2012, past due)	4,823	4,130	4,822	0.2%
		Senior Secured Note (8.00% PIK, due 3/31/2013)	133	130	133	0.0%
		Net Profits Interest (8.00% payable on Equity distributions)(7)		—	—	0.0%
				64,279	44,632	1.7%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED SCHEDULE OF INVESTMENTS – (CONTINUED)
March 31, 2013 (Unaudited) and June 30, 2012 (Audited)
(in thousands, except share data)

			March 31, 2013 (Unaudited)
Portfolio Company	Locale / Industry	Investments(1)	Principal Value	Cost	Fair Value(2)	% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS:

Non-control/Non-affiliate Investments (less than 5.00% of voting control)

Halcyon Loan Advisors Funding 2012-I, Ltd. (22)	Cayman Islands / Diversified Financial Services	Subordinated Notes (Residual Interest)	$ 23,188	$ 23,032	$ 22,944	0.9%
				23,032	22,944	0.9%
Halcyon Loan Advisors Funding 2013-I, Ltd. (22)	Cayman Islands / Diversified Financial Services	Subordinated Notes (Residual Interest)	40,400	40,289	40,238	1.6%
				40,289	40,238	1.6%
Hoffmaster Group, Inc. (4)	Wisconsin / Durable Consumer Products	Second Lien Term Loan (11.00% (LIBOR + 9.50% with 1.50% LIBOR floor), due 1/3/2019)	20,000	19,826	19,826	0.8%
Hoffmaster Group, Inc. (4)	Wisconsin / Durable Consumer Products	Second Lien Term Loan (10.25% (LIBOR + 9.00% with 1.25% LIBOR floor), due 1/3/2019)	1,000	991	991	0.0%
				20,817	20,817	0.8%
ICON Health & Fitness, Inc.	Utah / Durable Consumer Products	Senior Secured Note (11.875% , due 10/15/2016) (3)	43,100	43,323	37,868	1.5%
				43,323	37,868	1.5%
IDQ Holdings, Inc.	Texas / Automobile	Senior Secured Note (11.50%, due 4/1/2017)	12,500	12,289	12,500	0.5%
				12,289	12,500	0.5%
ING IM CLO 2012-II, Ltd. (22)	Cayman Islands / Diversified Financial Services	Subordinated Notes (Residual Interest)	38,070	35,965	38,297	1.5%
				35,965	38,297	1.5%
ING IM CLO 2012- III, Ltd. (22)	Cayman Islands / Diversified Financial Services	Subordinated Notes (Residual Interest)	46,632	45,736	47,294	1.9%
				45,736	47,294	1.9%
ING IM CLO 2012- IV, Ltd. (22)	Cayman Islands / Diversified Financial Services	Income Notes (Residual Interest)	40,613	40,597	41,132	1.6%
				40,597	41,132	1.6%
Injured Workers Pharmacy LLC	Massachusetts / Healthcare	Second Lien Debt (12.00% (LIBOR + 7.50% with 4.50% LIBOR floor) plus 1.00% PIK, due 11/4/2017) (3), (4)	15,215	15,215	15,215	0.6%
				15,215	15,215	0.6%
Interdent, Inc(4)	California / Healthcare	Revolving Line of Credit — $10,000 Commitment (10.50% (LIBOR + 8.25% with 2.25% LIBOR floor), due 2/3/2013) (25)	8,250	8,250	8,250	0.3%
		Senior Secured Term Loan A (8.00% (LIBOR + 6.50% with 1.50% LIBOR floor), due 8/3/2017)	53,819	53,819	53,819	2.1%
		Senior Secured Term Loan B (13.00% (LIBOR + 10.00% with 3.00% LIBOR floor), due 8/3/2017)(3),	55,000	55,000	55,000	2.2%
				117,069	117,069	4.6%

See notes to consolidated financial statements

PROSPECT CAPITAL CORPORATION AND SUBSIDIARY

CONSOLIDATED SCHEDULE OF INVESTMENTS – (CONTINUED)

March 31, 2013 (Unaudited) and June 30, 2012 (Audited)

(in thousands, except share data)

			March 31, 2013 (Unaudited)
Portfolio Company	Locale / Industry	Investments(1)	Principal Value	Cost	Fair Value(2)	% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS:

Non-control/Non-affiliate Investments (less than 5.00% of voting control)

JHH Holdings, Inc.	Texas / Healthcare	Second Lien Debt (12.00% (LIBOR + 10.00% with 2.00% LIBOR floor) plus 1.50% PIK, due 6/23/2018) (3), (4)	$ 16,041	$ 16,041	$ 16,041	0.6%
				16,041	16,041	0.6%
LaserShip, Inc. (4)	Virginia / Transportation	Revolving Line of Credit — $5,000 Commitment (10.25% (LIBOR + 8.25% with 2.00% LIBOR floor), due 12/21/2014) (25)	—	—	—	0.0%
		Senior Secured Term Loan (10.25% (LIBOR + 8.25% with 2.00% LIBOR floor), due 12/21/2017) (3)	37,266	37,266	37,266	1.5%
				37,266	37,266	1.5%
LHC Holdings Corp.	Florida / Healthcare	Revolving Line of Credit — $750 Commitment (8.50% (LIBOR + 6.00% with 2.50% LIBOR floor), due 5/31/2015) (4), (25), (26)	—	—	—	0.0%
		Senior Subordinated Debt (10.50%, due 5/31/2015)(3)	3,164	3,137	3,137	0.1%
		Membership Interest (125 units)		215	245	0.0%
				3,352	3,382	0.1%
Madison Park Funding IX, Ltd.(22)	Cayman Islands / Diversified Financial Services	Income Notes (Residual Interest)	31,110	26,832	27,862	1.1%
				26,832	27,862	1.1%
Material Handling Services, LLC(4)	Ohio / Business Services	Senior Secured Term Loan (10.50% (LIBOR + 8.50% with 2.00% LIBOR floor), due 7/5/2017) (3)	27,580	27,580	27,580	1.1%
Material Handling Services, LLC(4)	Ohio / Business Services	Senior Secured Term Loan (10.00% (LIBOR + 8.00% with 2.00% LIBOR floor), due 12/21/2017)	37,959	37,959	37,959	1.5%
				65,539	65,539	2.6%
Maverick Healthcare, LLC	Arizona / Healthcare	Preferred Units (1,250,000 units)		1,252	1,677	0.1%
Maverick Healthcare, LLC	Arizona / Healthcare	Common Units (1,250,000 units)		—	—	0.0%
				1,252	1,677	0.1%
Medical Security Card Company, LLC(4)	Arizona / Healthcare	Revolving Line of Credit - $1,500 Commitment (9.50% (LIBOR + 7.00% with 2.50% LIBOR floor), due 2/1/2016) (25)	—	—	—	0.0%
		First Lien Term Loan (11.25% (LIBOR + 8.75% with 2.50% LIBOR floor), due 2/1/2016)(3)	14,067	14.067	14,067	0.6%
				14,067	14,067	0.6%
National Bankruptcy Services, LLC (3),(4)	Texas / Diversified Financial Services	Senior Subordinated Term Loan (12.00% (LIBOR + 9.00% with 3.00% LIBOR floor) plus 1.50% PIK, due 7/17/2017)	18,612	18,612	18,612	0.7%
				18,612	18,612	0.7%
Naylor, LLC (4)	Florida / Media	Revolving Line of Credit - $2,500 Commitment (11.00% (LIBOR + 8.00% with 3.00% LIBOR floor), due 6/7/2017) (25)	—	—	—	0.0%
		Senior Secured Term Loan (11.00% (LIBOR + 8.00% with 3.00% LIBOR floor), due 6/7/2017) (3)	46,778	46,778	45,802	1.8%
				46,778	45,802	1.8%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARY

CONSOLIDATED SCHEDULE OF INVESTMENTS – (CONTINUED)

March 31, 2013 (Unaudited) and June 30, 2012 (Audited)

(in thousands, except share data)

March 31, 2013 (Unaudited)

Portfolio
Company

Locale / Industry

Investments(1)

Principal
Value

Cost

Fair
Value(2)

% of
Net
Assets

LEVEL 3 PORTFOLIO INVESTMENTS:

Non-control/Non-affiliate Investments (less than 5.00% of voting control)

New Century Transportation, Inc.

New Jersey / Transportation

Senior Subordinated Term Loan (12.00% (LIBOR + 10.00% with 2.00% LIBOR floor) plus 3.00%, PIK due 2/3/2018) (3), (4)

$ 44,776

1.8%

44,776

1.8%

New Star Metals, Inc.

Indiana / Metal Services & Minerals

Senior Subordinated Term Loan (11.50% (LIBOR + 8.50% with 3.00% LIBOR floor) plus 1.00% PIK due 2/2/2018) (4)

32,193

1.3%

32,193

1.3%

Nixon, Inc.

California / Durable Consumer Products

Senior Secured Term Loan (8.75% plus 2.75% PIK, due 4/16/2018)(16)

15,400

15,134

15,046

0.6%

15,134

15,046

0.6%

Nobel Learning Communities, Inc.

Pennsylvania / Consumer Services

Subordinated Unsecured (11.50% plus 1.50% PIK, due 8/9/2017)

15,262

0.6%

15,262

0.6%

NRG Manufacturing, Inc.

Texas / Manufacturing

Escrow Receivable

—

3,568

0.1%

—

3,568

0.1%

Octagon Investment Partners XV, Ltd.

Cayman Islands / Diversified Financial Services

Income Notes (Residual Interest) (22)

26,901

25,818

25,655

1.0%

25,818

25,655

1.0%

Out Rage, LLC (4)

Wisconsin / Durable Consumer Products

Revolving Line of Credit - $1,500 Commitment (11.00% (LIBOR + 8.00% with 3.00% LIBOR floor), due 3/02/2014) (25)

1,200

0.0%

Senior Secured Term Loan (11.00% (LIBOR + 8.00% with 3.00% LIBOR floor), due 3/2/2015)

10,336

0.4%

11,536

0.4%

Pelican Products, Inc. (16)

California / Durable Consumer Products

Subordinated Secured (11.50% (LIBOR + 10.00% with 1.50% LIBOR floor), due 6/14/2019) (4)

15,000

14,721

0.6%

14,721

0.6%

Pinnacle (US) Acquisition Co Limited (16)

Texas / Software & Computer Services

Second Lien Term Loan (10.50% (LIBOR + 8.25% with 2.25% LIBOR floor), due 8/3/2020) (4)

10,000

9,811

10,000

0.4%

9,811

10,000

0.4%

Pre-Paid Legal Services, Inc.(16)

Oklahoma / Consumer Services

Senior Subordinated Term Loan (11.00% (LIBOR + 9.50% with 1.50% LIBOR floor), due 12/31/2016)(3), (4)

5,000

0.2%

5,000

0.2%

Prince Mineral Holding Corp.

New York / Metal Services & Minerals

Senior Secured Term Loan (11.50%, due 12/15/2019)

10,000

9,886

10,000

0.4%

9,886

10,000

0.4%

Progrexion Holdings, Inc.(4),(28)

Utah / Consumer Services

Senior Secured Term Loan (10.50% (LIBOR + 8.50% with 2.00% LIBOR floor), due 9/14/2017) (3)

154,017

6.0%

154,017

6.0%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED SCHEDULE OF INVESTMENTS – (CONTINUED)
March 31, 2013 (Unaudited) and June 30, 2012 (Audited)
(in thousands, except share data)

			March 31, 2013 (Unaudited)
Portfolio Company	Locale / Industry	Investments(1)	Principal Value	Cost	Fair Value(2)	% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS:

Non-control/Non-affiliate Investments (less than 5.00% of voting control)

Rocket Software, Inc. (3), (4)	Massachusetts / Software & Computer Services	Second Lien Term Loan (10.25% (LIBOR + 8.75% with 1.50% LIBOR floor), due 2/8/2019)	$ 20,000	$ 19,710	$ 19,944	0.8%
				19,710	19,944	0.8%
Royal Adhesives & Sealants, LLC	Indiana / Chemicals	Senior Subordinated Unsecured Term Loan (12.00% plus 2.00% PIK due 11/29/2016)	28,222	28,222	28,222	1.1%
				28,222	28,222	1.1%
Ryan, LLC. (4)	Texas / Business Services	Subordinated Secured (12.00% (LIBOR + 9.00% with 3.00% LIBOR floor) plus 3.00% PIK, due 6/30/2018)	70,000	70,000	70,000	2.7%
				70,000	70,000	2.7%
Seaton Corp(3), (4)	Illinois / Business Services	Subordinated Secured (12.50% (LIBOR + 9.00% with 3.50% LIBOR floor) plus 2.00% PIK, due 3/14/2014)	3,305	3,231	3,305	0.1%
		Subordinated Secured (12.50% (LIBOR + 9.00% with 3.50% LIBOR floor) plus 2.00% PIK, due 3/14/2015)	10,005	10,005	10,005	0.4%
				13,236	13,310	0.5%
SESAC Holdco II LLC	Tennessee / Media	Second Lien Term Loan (10.00% (LIBOR + 8.75% with 1.25% LIBOR floor), due 7/12/2019) (4)	6,000	5,911	5,911	0.2%
				5,911	5,911	0.2%
Skillsoft Public Limited Company (22)	Ireland / Software & Computer Services	Senior Unsecured (11.125%, due 6/1/2018)	15,000	14,924	15,000	0.6%
				14,924	15,000	0.6%
Snacks Holding Corporation	Minnesota / Food Products	Senior Subordinated Unsecured Term Loan (12.00% plus 1.00% PIK, due 11/12/2017)	15,366	14,921	15,365	0.6%
		Series A Preferred Stock (4,021.45 shares)		—	—	0.0%
		Series B Preferred Stock (1,866.10 shares)		—	—	0.0%
		Warrant (to purchase 31,196.52 voting common shares, expires 11/12/2020)		590	1,034	0.0%
				15,511	16,399	0.6%
Southern Management Corporation(22), (30)	South Carolina / Consumer Finance	Second Lien Term Loan (12.00% plus 5.00% PIK due 5/31/2017)	17,568	17,568	17,568	0.7%
				17,568	17,568	0.7%
Spartan Energy Services, Inc. (3),(4)	Louisiana / Energy	Senior Secured Term Loan (10.50% (LIBOR + 9.00% with 1.50% LIBOR floor), due 12/28/2017))	29,813	29,813	29,813	1.2%
				29,813	29,813	1.2%
Speedy Group Holdings Corp.	Canada / Consumer Finance	Senior Unsecured (12.00%, due 11/15/2017) (22)	15,000	15,000	15,000	0.6%
				15,000	15,000	0.6%
Sport Helmets Holdings, LLC(14)	New York / Personal & Nondurable Consumer Products	Escrow Receivable		—	384	0.0%
				—	384	0.0%
Springs Window Fashions, LLC.	Wisconsin / Durable Consumer Products	Second Lien Term Loan (11.25% (LIBOR + 9.25% with 2.00% LIBOR floor), due 11/30/2017)(3), (4)	35,000	35,000	35,000	1.4%
				35,000	35,000	1.4%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED SCHEDULE OF INVESTMENTS
March 31, 2013 (Unaudited) and June 30, 2012 (Audited)
(in thousands, except share data)

March 31, 2013 (Unaudited)

Portfolio Company

Locale / Industry

Investments(1)

Principal
Value

Cost

Fair
Value(2)

% of Net
Assets

LEVEL 3 PORTFOLIO INVESTMENTS:

Non-control/Non-affiliate Investments (less than 5.00% of voting control)

Stauber Performance Ingredients, Inc. (3), (4)

California / Food Products

Senior Secured Term Loan (10.50% (LIBOR + 7.50% with 3.00% LIBOR floor), due 1/21/2016)

$ 19,415

0.8%

Senior Secured Term Loan (10.50% (LIBOR + 7.50% with 3.00% LIBOR floor), due 5/21/2017)

10,303

0.4%

29,718

1.2%

Stryker Energy, LLC

Ohio / Oil & Gas Production

Subordinated Secured Revolving Credit Facility — $50,300 Commitment (8.50% (LIBOR + 7.00% with 1.50% LIBOR floor) plus 3.75% PIK, in non-accrual status effective 12/1/2011, due 12/1/2015) (4), (25)

34,411

32,710

—

0.0%

Overriding Royalty Interests(18)

—

1,539

0.1%

32,710

1,539

0.1%

Symphony CLO, IX Ltd. (22)

Cayman Islands / Diversified Financial Services

LP Certificates (Residual Interest)

45,500

43,915

46,592

1.8%

43,915

46,592

1.8%

System One Holdings, LLC(4)

Pennsylvania / Business Services

Senior Secured Term Loan (11.00% (LIBOR + 9.50% with 1.50% LIBOR floor), due 12/31/2018)

32,000

1.3%

32,000

1.3%

TB Corp.

Texas / Consumer Service

Senior Subordinated Note (12.00% plus 1.50% PIK, due 12/18/2018)

23,270

0.9%

23,270

0.9%

Targus Group International, Inc.(16)

California / Durable Consumer Products

First Lien Term Loan (11.00% (LIBOR + 9.50% with 1.50% LIBOR floor), due 5/25/2016) (3), (4)

23,579

23,247

23,580

0.9%

23,247

23,580

0.9%

TGG Medical Transitory, Inc.

New Jersey/ Healthcare

Second Lien Term Loan (11.25% (LIBOR + 10.00% with 1.25% LIBOR floor), due 6/27/2018) (4)

8,000

7,765

7,824

0.3%

7,765

7,824

0.3%

The Petroleum Place Inc.

Colorado / Software & Computer Services

Second Lien Term Loan (10.00% (LIBOR + 8.75% with 1.25% LIBOR floor), due 5/20/2019) (4)

22,000

21,681

22,000

0.9%

21,681

22,000

0.9%

Transaction Network Services, Inc.

Virginia / Diversified Telecommunication Services

Second Lien Term Loan (9.00% (LIBOR + 8.00% with 1.00% LIBOR floor), due 8/14/2020) (4)

10,000

9,852

0.4%

9,852

0.4%

TransFirst Holdings, Inc.(4)

New York / Software & Computer Services

Second Lien Term Loan (11.00%, (LIBOR + 9.75% with 1.25% floor), due 6/27/2018)

5,000

4,855

4,908

0.2%

4,855

4,908

0.2%

Totes Isotoner Corporation

Ohio / Nondurable Consumer Products

Second Lien Term Loan (10.75%, (LIBOR + 9.25% with 1.50% LIBOR floor), due 1/8/2018) (3), (4)

39,000

1.5%

39,000

1.5%

United Sporting Companies, Inc.(5)

South Carolina / Durable Consumer Products

Second Lien Term Loan (12.75% (LIBOR + 11.00% with 1.75% LIBOR floor), due 5/16/2018)(4)

160,000

6.3%

160,000

6.3%

See notes to consolidated financial statements

PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED SCHEDULE OF INVESTMENTS
March 31, 2013 (Unaudited) and June 30, 2012 (Audited)
(in thousands, except share data)

March 31, 2013 (Unaudited)

Portfolio Company

Locale / Industry

Investments(1)

Principal
Value

Cost

Fair
Value(2)

% of Net
Assets

LEVEL 3 PORTFOLIO INVESTMENTS:

Non-control/Non-affiliate Investments (less than 5.00% of voting control)

Wind River Resources Corp. and Wind River II Corp.

Utah / Oil & Gas Production

Senior Secured Note (13.00% (LIBOR + 7.50% with 5.50% LIBOR floor) plus 3.00% default interest on principal, 16.00% default interest on past due interest, in non-accrual status effective 12/1/2008, past due)(4)

$ 15,000

$ 14,750

$ —

0.0%

Net Profits Interest (5.00% payable on Equity distributions)(7)

—

0.0%

14,750

—

0.0%

Total Non-control/Non-affiliate Investments (Level 3 Investments)

3,030,743

2,990,557

117.3%

Total Level 3 Portfolio Investments

3,794,993

3,707,607

145.1%

LEVEL 1 PORTFOLIO INVESTMENTS:

Non-control/Non-affiliate Investments (less than 5.00% of voting control)

Allied Defense Group, Inc.

Virginia / Aerospace & Defense

Common Stock (10,000 shares)

—

0.0%

—

0.0%

Dover Saddlery, Inc.

Massachusetts / Retail

Common Stock (30,974 shares)

115

0.0%

115

0.0%

Total Non-control/Non-affiliate Investments (Level 1 Investments)

120

115

0.0%

Total Portfolio Investments

3,795,113

3,707,722

145.1%

SHORT TERM INVESTMENTS: Money Market Funds (Level 2 Investments)

Fidelity Institutional Money Market Funds — Government Portfolio (Class I)

222,071

8.7%

Fidelity Institutional Money Market Funds — Government Portfolio (Class I) (3)

31,260

1.2%

Victory Government Money Market Funds

0.0%

Total Money Market Funds

253,332

9.9%

Total Investments

$ 4,048,445

$ 3,961,054

155.0%

PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED SCHEDULE OF INVESTMENTS – (CONTINUED)
March 31, 2013 (Unaudited) and June 30, 2012 (Audited)
(in thousands, except share data)

			June 30, 2012 (Audited)
Portfolio Company	Locale / Industry	Investments(1)	Principal Value	Cost	Fair Value(2)	% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS:

Control Investments (25.00% or greater of voting control)

AIRMALL USA, Inc. (27)	Pennsylvania / Property Management	Senior Secured Term Loan (12.00% (LIBOR + 9.00% with 3.00% LIBOR floor), due 6/30/2015)(3), (4)	$ 29,350	$ 29,350	$ 29,350	2.0%
		Senior Subordinated Term Loan (12.00% plus 6.00% PIK, due 12/31/2015)	12,500	12,500	12,500	0.8%
		Convertible Preferred Stock (9,919.684 shares)		9,920	6,132	0.4%
		Common Stock (100 shares)		—	—	0.0%
				51,770	47,982	3.2%
Ajax Rolled Ring & Machine, Inc.	South Carolina / Manufacturing	Senior Secured Note — Tranche A (10.50% (LIBOR + 7.50% with 3.00% LIBOR floor), due 4/01/2013)(3), (4)	20,167	20,167	20,167	1.3%
		Subordinated Secured Note — Tranche B (11.50% (LIBOR + 8.50% with 3.00% LIBOR floor) plus 6.00% PIK, due 4/01/2013)(3), (4)	15,035	15,035	15,035	1.0%
		Convertible Preferred Stock — Series A (6,142.6 shares)		6,057	17,191	1.1%
		Unrestricted Common Stock (6 shares)		—	17	0.0%
				41,259	52,410	3.4%
AWCNC, LLC(19)	North Carolina / Machinery	Members Units — Class A (1,800,000 units)		—	—	0.0%
	North Carolina / Machinery	Members Units — Class B-1 (1 unit)		—	—	0.0%
		Members Units — Class B-2 (7,999,999 units)		—	—	0.0%
				—	—	0.0%
Borga, Inc.	California / Manufacturing	Revolving Line of Credit — $1,000 Commitment (5.00% (PRIME + 1.75%) plus 3.00% default interest, in non-accrual status effective 03/02/2010, past due)(4), (25)	1,000	945	668	0.0%
		Senior Secured Term Loan B (8.50% (PRIME + 5.25%) plus 3.00% default interest, in non-accrual status effective 03/02/2010, past due)(4)	1,612	1,500	—	0.0%
		Senior Secured Term Loan C (12.00% plus 4.00% PIK plus 3.00% default interest, in non-accrual status effective 03/02/2010, past due)	9,352	707	—	0.0%
		Common Stock (100 shares)(21)		—	—	0.0%
		Warrants (33,750 warrants)(21)		—	—	0.0%
				3,152	668	0.0%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED SCHEDULE OF INVESTMENTS – (CONTINUED)
March 31, 2013 (Unaudited) and June 30, 2012 (Audited)
(in thousands, except share data)

			June 30, 2012 (Audited)
Portfolio Company	Locale / Industry	Investments(1)	Principal Value	Cost	Fair Value(2)	% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS:

Control Investments (25.00% or greater of voting control)

Energy Solutions Holdings, Inc.(8)	Texas / Gas Gathering and Processing	Senior Secured Note (18.00%, due 12/11/2016) (3)	$ 25,000	$ 25,000	$ 25,000	1.7%
Energy Solutions Holdings, Inc.(8)	Texas / Gas Gathering and Processing	Junior Secured Note (18.00%, due 12/12/2016) (3)	12,000	12,000	12,000	0.8%
		Senior Secured Note to Vessel Holdings LLC (18.00%, due 12/12/2016)	3,500	3,500	3,500	0.2%
		Subordinated Secured Note to Freedom Marine Holdings, LLC (12.00% (LIBOR + 6.11% with 5.89% LIBOR floor) plus 4.00% PIK, in non-accrual status effective 10/1/2010, due 12/31/2011) (4)	13,352	12,504	5,603	0.4%
		Senior Secured Debt to Yatesville Coal Holdings, Inc. (Non-accrual status effective 1/1/2009, past due)	1,449	1,449	—	0.0%
		Escrow Receivable		—	9,825	0.6%
		Common Stock (100 shares)		8,792	70,940	4.7%
				63,245	126,868	8.4%
First Tower Holdings of Delaware, LLC (22), (29)	Mississippi / Consumer Finance	Senior Secured Revolving Credit Facility — $400,000 Commitment (20.00% (LIBOR + 18.50% with 1.50% LIBOR floor), due 6/30/2022) (25)	244,760	244,760	244,760	16.2%
		Common Stock (83,729,323 shares)		43,193	43,193	2.9%
		Net Revenue Interest (5% of Net Revenue & Distributions)		—	—	0.0%
				287,953	287,953	19.1%
Integrated Contract Services, Inc.(9)	North Carolina / Contracting	Secured Promissory Notes (15.00%, in non-accrual status effective 12/22/2010, due 3/21/2012 – 12/18/2013) (10)	2,581	2,580	—	0.0%
		Senior Demand Note (15.00%, in non-accrual status effective 11/1/2010, past due)(10)	1,170	1,170	—	0.0%
		Senior Secured Note (7.00% plus 7.00% PIK plus 6.00% default interest, in non-accrual status effective 10/9/2007, past due)	300	—	—	0.0%
		Junior Secured Note (7.00% plus 7.00% PIK plus 6.00% default interest, in non-accrual status effective 10/9/2007, past due)	11,520	11,520	—	0.0%
		Preferred Stock — Series A (10 shares)		—	—	0.0%
		Common Stock (49 shares)		679	—	0.0%
				15,949	—	0.0%
Manx Energy, Inc. (“Manx”)(12)	Kansas / Oil & Gas Production	Senior Secured Note (13.00%, in non-accrual status effective 1/19/2010, due 6/21/2013)	3,550	3,550	—	0.0%
		Preferred Stock (6,635 shares)		6,307	—	0.0%
		Common Stock (17,082 shares)		1,170	—	0.0%
				11,027	—	0.0%
NMMB Holdings, Inc. (24)	New York / Media	Senior Term Loan (14.00%, due 5/6/2016)	21,700	21,700	21,700	1.4%
		Senior Subordinated Term Loan (15.00%, due 5/6/2016)	2,800	2,800	2,800	0.2%
		Series A Preferred Stock (4,400 shares)		4,400	252	0.0%
				28,900	24,752	1.6%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED SCHEDULE OF INVESTMENTS – (CONTINUED)
March 31, 2013 (Unaudited) and June 30, 2012 (Audited)
(in thousands, except share data)

			June 30, 2012 (Audited)
Portfolio Company	Locale / Industry	Investments(1)	Principal Value	Cost	Fair Value(2)	% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS:

Control Investments (25.00% or greater of voting control)

R-V Industries, Inc.	Pennsylvania / Manufacturing	Warrants (200,000 warrants, expiring 6/30/2017)		$ 1,682	$ 6,403	0.4%
	Pennsylvania / Manufacturing	Common Stock (545,107 shares)		5,087	17,453	1.2%
				6,769	23,856	1.6%
Wolf Energy Holdings, Inc. (12)	Kansas / Oil & Gas Production	Appalachian Energy Holdings, LLC (“AEH”) — Senior Secured First Lien Note (8.00%, in non-accrual status effective 1/19/2010, due 6/21/2013)	$ 2,437	2,000	—	0.0%
		Coalbed, LLC — Senior Secured Note (8.00%, in non-accrual status effective 1/19/2010, due 6/21/2013) (6)	7,311	5,991	—	0.0%
		Common Stock (100 Shares)		—	—	0.0%
				7,991	—	0.0%
		Total Control Investments		518,015	564,489	37.3%

Affiliate Investments (5.00% to 24.99% voting control)

BNN Holdings Corp., (f/k/a Biotronic NeuroNetwork)	Michigan / Healthcare	Senior Secured Note (11.50% (LIBOR + 7.00% with 4.50% LIBOR floor) plus 1.00% PIK, due 2/21/2013)(3), (4)	26,227	26,227	26,227	1.8%
BNN Holdings Corp., (f/k/a Biotronic NeuroNetwork)		Preferred Stock Series A (9,925.455 shares)(13)		2,300	2,151	0.2%
		Preferred Stock Series B (1,753.64 shares)(13)		579	542	0.0%
				29,106	28,920	2.0%
Boxercraft Incorporated	Georgia / Textiles & Leather	Senior Secured Term Loan A (9.50% (LIBOR + 6.50% with 3.00% LIBOR floor), due 9/16/2013)(3), (4)	1,644	1,532	1,644	0.1%
		Senior Secured Term Loan B (10.00% (LIBOR + 7.00% with 3.00% LIBOR floor), due 9/16/2013)(3), (4)	4,698	4,265	4,698	0.3%
		Senior Secured Term Loan C (10.50% (LIBOR + 7.50% with 3.00% LIBOR floor), due 9/16/2013)(3), (4)	2,277	2,277	2,277	0.2%
		Senior Secured Term Loan (12.00% plus 3.00% PIK, due 3/16/2014)(3)	7,966	7,049	7,966	0.5%
		Preferred Stock (1,000,000 shares)		—	576	0.0%
		Common Stock (10,000 shares)		—	—	0.0%
				15,123	17,161	1.1%
Smart, LLC(14)	New York / Diversified / Conglomerate Service	Membership Interest		—	35	0.0%
				—	35	0.0%
		Total Affiliate Investments		44,229	46,116	3.1%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED SCHEDULE OF INVESTMENTS – (CONTINUED)
March 31, 2013 (Unaudited) and June 30, 2012 (Audited)
(in thousands, except share data)

June 30, 2012 (Audited)

Portfolio Company

Locale / Industry

Investments(1)

Principal
Value

Cost

Fair
Value(2)

% of Net
Assets

LEVEL 3 PORTFOLIO INVESTMENTS:

Non-control/Non-affiliate Investments (less than 5.00% of voting control)

ADAPCO, Inc.

Florida / Ecological

Common Stock (5,000 shares)

$ 141

$ 240

0.0%

141

240

0.0%

Aircraft Fasteners International, LLC

California / Machinery

Convertible Preferred Stock (32,500 units)

396

471

0.0%

396

471

0.0%

American Gilsonite Company

Utah / Specialty Minerals

Senior Subordinated Note (12.00% (LIBOR + 10.00% with 2.00% LIBOR floor) plus 2.50% PIK, due 3/10/2016)(3), (4)

$ 30,232

30,232

2.0%

Senior Subordinated Note (12.00% (LIBOR + 10.00% with 2.00% LIBOR floor) plus 2.50% PIK, due 3/10/2016)(4)

7,500

0.5%

Membership Interest in AGC/PEP, LLC (99.9999%)(15)

—

6,830

0.5%

37,732

44,562

3.0%

Apidos CLO VIII, Ltd. (22)

Cayman Islands / Diversified Financial Services

Subordinated Notes (Residual Interest)

19,730

18,056

19,509

1.3%

18,056

19,509

1.3%

Apidos CLO IX, Ltd. (22)

Cayman Islands / Diversified Financial Services

Subordinated Notes (Residual Interest)

20,525

18,723

1.2%

18,723

1.2%

Archipelago Learning, Inc.

Minnesota / Consumer Services

Second Lien Debt (11.25% (LIBOR + 9.75% with 1.50% LIBOR floor), due 5/17/2019) (4), (16)

50,000

48,022

49,271

3.3%

48,022

49,271

3.3%

Babson CLO Ltd 2011-I. (22)

Cayman Islands / Diversified Financial Services

Subordinated Notes (Residual Interest)

35,000

33,080

34,244

2.3%

33,080

34,244

2.3%

Babson CLO Ltd 2012-IA. (22)

Cayman Islands / Diversified Financial Services

Subordinated Notes (Residual Interest)

29,075

27,014

27,197

1.8%

27,014

27,197

1.8%

Babson CLO Ltd 2012-IIA. (22)

Cayman Islands / Diversified Financial Services

Subordinated Notes (Residual Interest)

27,850

27,486

27,017

1.8%

27,486

27,017

1.8%

Blue Coat Systems, Inc. (3), (4)

Massachusetts / Software & Computer Services

Second Lien Term Loan (11.50% (LIBOR + 10.00% with 1.50% LIBOR floor), due 8/15/2018)

25,000

24,279

25,000

1.7%

24,279

25,000

1.7%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED SCHEDULE OF INVESTMENTS – (CONTINUED)
March 31, 2013 (Unaudited) and June 30, 2012 (Audited)
(in thousands, except share data)

			June 30, 2012 (Audited)
Portfolio Company	Locale / Industry	Investments(1)	Principal Value	Cost	Fair Value(2)	% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS:

Non-control/Non-affiliate Investments (less than 5.00% of voting control)

Byrider Systems Acquisition Corp. (22)	Indiana / Auto Finance	Senior Subordinated Notes (12.00% plus 2.00% PIK, due 11/3/2016) (3)	$ 20,546	$ 20,546	$ 19,990	1.3%
				20,546	19,990	1.3%
Caleel + Hayden, LLC (14), (31)	Colorado / Personal & Nondurable Consumer Products	Membership Units (7,500 shares)		351	1,031	0.1%
				351	1,031	0.1%
Capstone Logistics, LLC (4)	Georgia / Commercial Services	Senior Secured Term Loan A (7.50% (LIBOR + 5.50% with 2.00% LIBOR floor), due 9/16/2016)	33,793	33,793	33,793	2.2%
		Senior Secured Term Loan B (13.50% (LIBOR + 11.50% with 2.00% LIBOR floor), due 9/16/2016)(3)	41,625	41,625	41,625	2.8%
				75,418	75,418	5.0%
Cargo Airport Services USA, LLC	New York / Transportation	Senior Secured Term Loan (10.50% (LIBOR + 7.50% with 3.00% LIBOR floor), due 3/31/2016) (3), (4)	48,891	48,891	48,891	3.2%
		Common Equity (1.6 units)		1,639	1,886	0.1%
				50,530	50,777	3.3%
CIFC Funding 2011-I, Ltd. (4)	Cayman Islands / Diversified Financial Services	Secured Class D Notes (5.79% (LIBOR + 5.00%), due 1/19/2023)	19,000	14,778	15,229	1.0%
CIFC Funding 2011-I, Ltd. (4)	Cayman Islands / Diversified Financial Services	Unsecured Class E Notes (7.79% (LIBOR + 7.00%), due 1/19/2023)	15,400	12,480	12,488	0.8%
				27,258	27,717	1.8%
The Copernicus Group, Inc.	North Carolina / Healthcare	Escrow Receivable		—	315	0.0%
				—	315	0.0%
CRT MIDCO, LLC	Wisconsin / Media	Senior Secured Term Loan (10.50% (LIBOR + 7.50% with 3.00% LIBOR floor), due 6/30/2017)(3), (4)	73,500	73,500	73,491	4.9%
				73,500	73,491	4.9%
Diamondback Operating, LP	Oklahoma / Oil & Gas Production	Net Profits Interest (15.00% payable on Equity distributions)(7)		—	—	0.0%
				—	—	0.0%
Empire Today, LLC	Illinois / Durable Consumer Products	Senior Secured Note (11.375%, due 2/1/2017)	15,700	15,255	15,700	1.0%
				15,255	15,700	1.0%
Fairchild Industrial Products, Co.	North Carolina / Electronics	Escrow Receivable		—	144	0.0%
				—	144	0.0%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED SCHEDULE OF INVESTMENTS – (CONTINUED)
March 31, 2013 (Unaudited) and June 30, 2012 (Audited)
(in thousands, except share data)

			June 30, 2012 (Audited)
Portfolio Company	Locale / Industry	Investments(1)	Principal Value	Cost	Fair Value(2)	% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS:

Non-control/Non-affiliate Investments (less than 5.00% of voting control)

Fischbein, LLC	North Carolina / Machinery	Senior Subordinated Debt (12.00% plus 2.00% PIK, due 10/31/2016)	$ 3,413	$ 3,413	$ 3,413	0.3%
		Escrow Receivable		—	565	0.0%
		Membership Class A (875,000 units)		875	2,036	0.1%
				4,288	6,014	0.4%
Focus Brands, Inc.(4)	Georgia / Consumer Services	Second Lien Term Loan (10.25% (LIBOR + 9.00% with 1.25% LIBOR floor), due 8/21/2018)	15,000	14,711	14,711	1.0%
				14,711	14,711	1.0%
Galaxy XII CLO, Ltd. (22)	Cayman Islands / Diversified Financial Services	Subordinated Notes (Residual Interest)	22,000	21,526	21,897	1.4%
				21,526	21,897	1.4%
H&M Oil & Gas, LLC	Texas / Oil & Gas Production	Senior Secured Note (13.00% (LIBOR + 7.50% with 5.50% LIBOR floor) plus 3.00% PIK, plus 2.00% default interest, in non-accrual status effective 1/1/2011, past due)(4)	62,814	60,019	30,524	2.0%
		Senior Secured Note (18.00% PIK, in non-accrual status effective 4/27/2012, past due)	4,507	4,430	4,507	0.3%
		Net Profits Interest (8.00% payable on Equity distributions)(7)		—	—	0.0%
				64,449	35,031	2.3%
Hi-Tech Testing Service, Inc. and Wilson Inspection X-Ray Services, Inc.	Texas / Oil & Gas Equipment & Services	Senior Secured Term Loan (11.00%, due 9/26/2016)	7,400	7,188	7,391	0.5%
				7,188	7,391	0.5%
Hoffmaster Group, Inc. (4)	Wisconsin / Durable Consumer Products	Second Lien Term Loan (11.00% (LIBOR + 9.50% with 1.50% LIBOR floor), due 1/3/2019)	10,000	9,810	9,811	0.6%
		Second Lien Term Loan (10.25% (LIBOR + 9.00% with 1.25% LIBOR floor), due 1/3/2019)	1,000	990	951	0.1%
				10,800	10,762	0.7%
Hudson Products Holdings, Inc.(16)	Texas / Manufacturing	Senior Secured Term Loan (9.00% (PRIME + 5.00% with 4.00% PRIME floor), due 8/24/2015)(3), (4)	6,299	5,880	5,826	0.4%
				5,880	5,826	0.4%
ICON Health & Fitness, Inc.	Utah / Durable Consumer Products	Senior Secured Note (11.875% , due 10/15/2016) (3)	43,100	43,361	43,100	2.9%
				43,361	43,100	2.9%
IDQ Holdings, Inc.	Texas / Automobile	Senior Secured Note (11.50%, due 4/1/2017)	12,500	12,260	12,488	0.8%
				12,260	12,488	0.8%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED SCHEDULE OF INVESTMENTS – (CONTINUED)
March 31, 2013 (Unaudited) and June 30, 2012 (Audited)

(in thousands, except share data)

			June 30, 2012 (Audited)
Portfolio Company	Locale / Industry	Investments(1)	Principal Value	Cost	Fair Value(2)	% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS:

Non-control/Non-affiliate Investments (less than 5.00% of voting control)

Injured Workers Pharmacy LLC	Massachusetts / Healthcare	Second Lien Debt (12.00% (LIBOR + 7.50% with 4.50% LIBOR floor) plus 1.00% PIK, due 11/4/2017) (3), (4)	$ 15,100	$ 15,100	$ 15,100	1.0%
				15,100	15,100	1.0%
Iron Horse Coiled Tubing, Inc.(23)	Alberta, Canada / Production Services	Common Stock (3,821 shares)		268	2,040	0.1%
				268	2,040	0.1%
JHH Holdings, Inc.	Texas / Healthcare	Second Lien Debt (12.00% (LIBOR + 10.00% with 2.00% LIBOR floor) plus 2.50% PIK, due 6/23/2016) (3), (4)	15,736	15,736	15,736	1.0%
				15,736	15,736	1.0%
LHC Holdings Corp.	Florida / Healthcare	Revolving Line of Credit — $750 Commitment (8.50% (LIBOR + 6.00% with 2.50% LIBOR floor), due 5/31/2015) (4), (25), (26)	—	—	—	0.0%
		Senior Subordinated Debt (10.50%, due 5/31/2015)(3)	4,265	4,125	4,125	0.3%
		Membership Interest (125 units)		216	225	0.0%
				4,341	4,350	0.3%
Madison Park Funding IX, Ltd.(22)	Cayman Islands / Diversified Financial Services	Subordinated Notes (Residual Interest)	31,110	25,810	25,810	1.7%
				25,810	25,810	1.7%
Maverick Healthcare, LLC	Arizona / Healthcare	Preferred Units (1,250,000 units)		1,252	1,756	0.1%
		Common Units (1,250,000 units)		—	95	0.0%
				1,252	1,851	0.1%
Medical Security Card Company, LLC(4)	Arizona / Healthcare	Revolving Line of Credit - $1,500 Commitment (9.50% (LIBOR + 7.00% with 2.50% LIBOR floor), due 2/1/2016) (25)	—	—	—	0.0%
		First Lien Term Loan (11.25% (LIBOR + 8.75% with 2.50% LIBOR floor), due 2/1/2016)(3)	17,317	17,317	17,317	1.1%
				17,317	17,317	1.1%
Mood Media Corporation(3), (16), (22)	Canada / Media	Senior Subordinated Term Loan (10.25% (LIBOR + 8.75% with 1.50% LIBOR floor), due 11/6/2018)(4)	15,000	14,866	15,000	1.0%
				14,866	15,000	1.0%
National Bankruptcy Services, LLC (3),(4)	Texas / Diversified Financial Services	Senior Subordinated Term Loan (12.00% (LIBOR + 9.00% with 3.00% LIBOR floor) plus 1.50% PIK, due 7/16/2017)	18,402	18,402	18,402	1.2%
				18,402	18,402	1.2%
Naylor, LLC (4)	Florida / Media	Revolving Line of Credit - $2,500 Commitment (11.00% (LIBOR + 8.00% with 3.00% LIBOR floor), due 6/7/2017) (25)	—	—	—	0.0%
		Senior Secured Term Loan (11.00% (LIBOR + 8.00% with 3.00% LIBOR floor), due 6/7/2017)	48,600	48,600	48,600	3.2%
				48,600	48,600	3.2%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED SCHEDULE OF INVESTMENTS – (CONTINUED)
March 31, 2013 (Unaudited) and June 30, 2012 (Audited)
(in thousands, except share data)

			June 30, 2012 (Audited)
Portfolio Company	Locale / Industry	Investments(1)	Principal Value	Cost	Fair Value(2)	% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS:

Non-control/Non-affiliate Investments (less than 5.00% of voting control)

New Meatco Provisions, LLC	California / Food Products	Senior Subordinated Term Loan (12.00% (LIBOR + 9.00% with 3.00% LIBOR floor) plus 4.00%, PIK due 4/18/2016) (4)	$ 12,438	$ 12,438	$ 6,571	0.4%
				12,438	6,571	0.4%
Nixon, Inc.	California / Durable Consumer Products	Senior Secured Term Loan (8.75% plus 2.75% PIK, due 4/16/2018)(16)	15,085	14,792	14,792	1.0%
				14,792	14,792	1.0%
Nobel Learning Communities, Inc.	Pennsylvania / Consumer Services	Subordinated Unsecured (11.50% plus 1.50% PIK, due 8/9/2017)	15,147	15,147	15,147	1.0%
				15,147	15,147	1.0%
Northwestern Management Services, LLC	Florida / Healthcare	Revolving Line of Credit — $1,500 Commitment (10.50% (PRIME + 6.75% with 3.75% PRIME floor), due 7/30/2015)(4), (25)	200	200	200	0.0%
		Senior Secured Term Loan A (10.00% (LIBOR + 7.00% with 3.00% LIBOR floor), due 7/30/2015)(3), (4)	16,092	16,092	16,092	1.1%
		Common Stock (50 shares)		371	1,205	0.1%
				16,663	17,497	1.2%
NRG Manufacturing, Inc.	Texas / Manufacturing	Escrow Receivable		—	6,431	0.4%
				—	6,431	0.4%
Out Rage, LLC (4)	Wisconsin / Durable Consumer Products	Revolving Line of Credit - $1,500 Commitment (11.0% (LIBOR + 8.00% with 3.00% LIBOR floor), due 3/02/2013)(25)	—	—	—	0.0%
		Senior Secured Term Loan (11.00% (LIBOR + 8.00% with 3.00% LIBOR floor), due 3/2/2015)	10,756	10,756	10,686	0.7%
				10,756	10,686	0.7%
Pinnacle Treatment Centers, Inc.(4)	Pennsylvania / Healthcare	Revolving Line of Credit —$1,000 Commitment (8.0% (LIBOR + 5.00% with 3.00% LIBOR floor), due 1/10/2016) (25)	—	—	—	0.0%
		Senior Secured Term Loan (11.00% (LIBOR + 8.00% with 3.00% LIBOR floor), due 1/10/2016)(3)	17,475	17,475	17,475	1.2%
				17,475	17,475	1.2%
Potters Holdings II, L.P.(16)	Pennsylvania / Manufacturing	Senior Subordinated Term Loan (10.25% (LIBOR + 8.50% with 1.75% LIBOR floor), due 11/6/2017)(3), (4)	15,000	14,803	14,608	1.0%
				14,803	14,608	1.0%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED SCHEDULE OF INVESTMENTS – (CONTINUED)
March 31, 2013 (Unaudited) and June 30, 2012 (Audited)
(in thousands, except share data)

			June 30, 2012 (Audited)
Portfolio Company	Locale / Industry	Investments(1)	Principal Value	Cost	Fair Value(2)	% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS:

Non-control/Non-affiliate Investments (less than 5.00% of voting control)

Pre-Paid Legal Services, Inc.(16)	Oklahoma / Consumer Services	Senior Subordinated Term Loan (11.00% (LIBOR + 9.50% with 1.50% LIBOR floor), due 12/31/2016)(3), (4)	$ 5,000	$ 5,000	$ 4,989	0.3%
				5,000	4,989	0.3%
Progrexion Holdings, Inc.(4),(28)	Utah / Consumer Services	Senior Secured Term Loan A (11.25% (LIBOR + 9.25% with 2.00% LIBOR floor), due 12/31/2014) (3)	34,502	34,502	34,502	2.3%
		Senior Secured Term Loan B (11.25% (LIBOR + 9.25% with 2.00% LIBOR floor), due 12/31/2014)	28,178	28,178	28,178	1.9%
				62,680	62,680	4.2%
Renaissance Learning, Inc.(16)	Wisconsin / Consumer Services	Second Lien Term Loan (12.00% (LIBOR + 10.50% with 1.50% LIBOR floor), due 10/19/2018)(4)	6,000	5,775	6,000	0.4%
				5,775	6,000	0.4%
Rocket Software, Inc. (3), (4)	Massachusetts / Software & Computer Services	Second Lien Term Loan (10.25% (LIBOR + 8.75% with 1.50% LIBOR floor), due 2/8/2019)	15,000	14,711	14,711	1.0%
				14,711	14,711	1.0%
Royal Adhesives & Sealants, LLC	Indiana / Chemicals	Senior Subordinated Unsecured Term Loan (12.00% plus 2.00% PIK due 11/29/2016)	27,798	27,798	27,798	1.8%
				27,798	27,798	1.8%
Seaton Corp.	Illinois / Business Services	Subordinated Secured (12.50% (LIBOR + 9.00% with 3.50% LIBOR floor) plus 2.00% PIK, due 3/14/2014) (3), (4)	3,288	3,164	3,288	0.2%
				3,164	3,288	0.2%
SG Acquisition, Inc. (4)	Georgia / Insurance	Senior Secured Term Loan A (8.50% (LIBOR + 6.50% with 2.00% LIBOR floor), due 3/18/2016)	27,469	27,469	27,469	1.8%
		Senior Secured Term Loan B (14.50% (LIBOR + 12.50% with 2.00% LIBOR floor), due 3/18/2016)(3)	29,625	29,625	29,625	2.0%
		Senior Secured Term Loan C (8.50% (LIBOR + 6.50% with 2.00% LIBOR floor), due 3/18/2016)	12,686	12,686	12,686	0.8%
		Senior Secured Term Loan D (14.50% (LIBOR + 12.50% with 2.00% LIBOR floor), due 3/18/2016)	13,681	13,681	13,681	0.9%
				83,461	83,461	5.5%
Shearer’s Foods, Inc.	Ohio / Food Products	Junior Secured Debt (12.00% plus 3.75% PIK (3.75% LIBOR floor), due 3/31/2016)(3), (4)	37,639	37,639	37,639	2.5%
		Membership Interest in Mistral Chip Holdings, LLC - Common (2,000 units)(17)		2,000	2,161	0.1%
		Membership Interest in Mistral Chip Holdings, LLC 2 - Common (595 units)(17)		1,322	643	0.0%
		Membership Interest in Mistral Chip Holdings, LLC 3 - Preferred (67 units)(17)		673	883	0.1%
				41,634	41,326	2.7%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED SCHEDULE OF INVESTMENTS – (CONTINUED)
March 31, 2013 (Unaudited) and June 30, 2012 (Audited)
(in thousands, except share data)

			June 30, 2012 (Audited)
Portfolio Company	Locale / Industry	Investments(1)	Principal Value	Cost	Fair Value(2)	% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS:

Non-control/Non-affiliate Investments (less than 5.00% of voting control)

Skillsoft Public Limited Company (22)	Ireland / Software & Computer Services	Senior Unsecured (11.125%, due 6/1/2018)	$ 15,000	$ 14,918	$ 15,000	1.0%
				14,918	15,000	1.0%
Snacks Holding Corporation	Minnesota / Food Products	Senior Subordinated Unsecured Term Loan (12.00% plus 1.00% PIK, due 11/12/2017)	15,250	14,754	15,250	1.0%
		Series A Preferred Stock (4,021.45 shares)		56	42	0.0%
		Series B Preferred Stock (1,866.10 shares)		56	42	0.0%
		Warrant (to purchase 31,196.52 voting common shares, expires 11/12/2020)		479	357	0.0%
				15,345	15,691	1.0%
Southern Management Corporation (22), (30)	South Carolina / Consumer Finance	Second Lien Term Loan (12.00% plus 5.00% PIK due 5/31/2017)	17,568	17,568	17,568	1.2%
				17,568	17,568	1.2%
Sport Helmets Holdings, LLC(14)	New York / Personal & Nondurable Consumer Products	Escrow Receivable		—	406	0.0%
				—	406	0.0%
Springs Window Fashions, LLC	Wisconsin / Durable Consumer Products	Second Lien Term Loan (11.25% (LIBOR + 9.25% with 2.00% LIBOR floor), due 11/30/2017)(3), (4)	35,000	35,000	34,062	2.3%
				35,000	34,062	2.3%
ST Products, LLC	Pennsylvania/ Manufacturing	Senior Secured Term Loan (12.00% (LIBOR + 9.00% with 3.00% LIBOR floor), due 6/16/2016)(3), (4)	23,328	23,328	23,328	1.5%
				23,328	23,328	1.5%
Stauber Performance Ingredients, Inc. (4)	California / Food Products	Senior Secured Term Loan (10.50% (LIBOR + 7.50% with 3.00% LIBOR floor), due 1/21/2016)(3)	22,058	22,058	22,058	1.5%
		Senior Secured Term Loan (10.50% (LIBOR + 7.50% with 3.00% LIBOR floor), due 5/21/2017)	10,500	10,500	10,500	0.7%
				32,558	32,558	2.2%
Stryker Energy, LLC	Ohio / Oil & Gas Production	Subordinated Secured Revolving Credit Facility — $50,300 Commitment (8.50% (LIBOR + 7.00% with 1.50% LIBOR floor) plus 3.75% PIK, in non-accrual status effective 12/1/2011, due 12/1/2015) (4), (25)	33,444	32,711	—	0.0%
		Overriding Royalty Interests(18)		—	1,623	0.1%
				32,711	1,623	0.1%
Symphony CLO, IX Ltd. (22)	Cayman Islands / Diversified Financial Services	LP Certificates (Residual Interest)	45,500	42,864	43,612	2.9%
				42,864	43,612	2.9%
Targus Group International, Inc.(16)	California / Durable Consumer Products	First Lien Term Loan (11.00% (LIBOR + 9.50% with 1.50% LIBOR floor), due 5/25/2016) (3), (4)	23,760	23,363	23,760	1.6%
				23,363	23,760	1.6%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED SCHEDULE OF INVESTMENTS – (CONTINUED)
March 31, 2013 (Unaudited) and June 30, 2012 (Audited)
(in thousands, except share data)

June 30, 2012 (Audited)

Portfolio Company

Locale / Industry

Investments(1)

Principal
Value

Cost

Fair
Value(2)

% of
Net
Assets

LEVEL 3 PORTFOLIO INVESTMENTS:

Non-control/Non-affiliate Investments (less than 5.00% of voting control)

Totes Isotoner Corporation

Ohio / Nondurable Consumer Products

Second Lien Term Loan (10.75%, (LIBOR + 9.25% with 1.50% LIBOR floor) due 1/8/2018) (3), (4)

$ 39,000

$ 38,531

2.5%

39,000

38,531

2.5%

U.S. HealthWorks Holding Company, Inc.(16)

California / Healthcare

Second Lien Term Loan (10.50% (LIBOR + 9.00% with 1.50% LIBOR floor), due 6/15/2017) (3), (4)

25,000

1.7%

25,000

1.7%

VanDeMark Chemicals, Inc.(3)

New York / Chemicals

Senior Secured Term Loan (12.20% (LIBOR + 10.20% with 2.0% LIBOR floor), due 12/31/2014)(4)

30,306

2.0%

30,306

2.0%

Wind River Resources Corp. and Wind River II Corp.

Utah / Oil & Gas Production

14,750

2,339

0.2%

Net Profits Interest (5.00% payable on Equity distributions)(7)

—

0.0%

14,750

2,339

0.2%

Total Non-control/Non-affiliate Investments (Level 3 Investments)

1,536,950

1,483,487

98.1%

Total Level 3 Portfolio Investments

2,099,194

2,094,092

138.5%

LEVEL 1 PORTFOLIO INVESTMENTS:

Non-control/Non-affiliate Investments (less than 5.00% of voting control)

Allied Defense Group, Inc.

Virginia / Aerospace & Defense

Common Stock (10,000 shares)

—

0.0%

—

0.0%

Dover Saddlery, Inc.

Massachusetts / Retail

Common Stock (30,974 shares)

129

0.0%

129

0.0%

Total Non-control/Non-affiliate Investments (Level 1 Investments)

119

129

0.0%

Total Portfolio Investments

2,099,313

2,094,221

138.5%

SHORT TERM INVESTMENTS: Money Market Funds (Level 2 Investments)

Fidelity Institutional Money Market Funds — Government Portfolio (Class I)

86,596

5.7%

Fidelity Institutional Money Market Funds — Government Portfolio (Class I) (3)

31,772

2.1%

Victory Government Money Market Funds

0.0%

Total Money Market Funds

118,369

7.8%

Total Investments

$ 2,217,682

$2,212,590

146.3%

PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED SCHEDULE OF INVESTMENTS – (CONTINUED)
March 31, 2013 (Unaudited) and June 30, 2012 (Audited)
(in thousands, except share data)

Endnote Explanations for the Consolidated Schedule of Investments as of March 31, 2013 and June 30, 2012

(1) The securities in which Prospect Capital Corporation (“we”, “us” or “our”) has invested were acquired in transactions that were exempt from registration under the Securities Act of 1933, as amended, or 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, 2013 and June 30, 2012, two of our portfolio investments, Allied Defense Group, Inc. (“Allied”) and Dover Saddlery, Inc. (“Dover”) were publicly traded and classified as Level 1 within the valuation hierarchy established by Accounting Standards Codification 820, Fair Value Measurements and Disclosures (“ASC 820”). As of March 31, 2013 and June 30, 2012, the fair value of our remaining portfolio investments was determined using significant unobservable inputs. ASC 820 classifies such inputs used to measure fair value as Level 3 within the valuation hierarchy. Our investments in money market funds are classified as Level 2. See Note 2 and Note 3 within the accompanying consolidated financial statements for further discussion.

(3) Security, or a portion thereof, is held by Prospect Capital Funding LLC, 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 market values of these investments at March 31, 2013 and June 30, 2012 were $711,204 and $783,384, respectively; they represent 18.0% and 35.4% of total investments at fair value, respectively. Prospect Capital Funding LLC (See Note 1), our wholly-owned subsidiary, holds an aggregate market value of $711,204 and $783,384 of these investments as of March 31, 2013 and June 30, 2012, respectively.

(4) Security, or portion thereof, has a floating interest rate which may be subject to a LIBOR or PRIME floor. Stated interest rate was in effect at March 31, 2013 and June 30, 2012.

(5) 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 our second lien loan. United Sporting Companies, Inc., is a parent guarantor of this debt investment.

(6) During the quarter ended December 31, 2009, we created two new entities, Coalbed Inc. and Coalbed LLC, to foreclose on the outstanding senior secured loan and assigned rights and interests of Conquest Cherokee, LLC (“Conquest”), as a result of the deterioration of Conquest’s financial performance and inability to service debt payments. We own 1,000 shares of common stock in Coalbed Inc., representing 100% of the issued and outstanding common stock. Coalbed Inc., in turn owns 100% of the membership interest in Coalbed LLC.

On October 21, 2009, Coalbed LLC foreclosed on the loan formerly made to Conquest. On January 19, 2010, as part of the Manx rollup, the Coalbed LLC assets and loan were assigned to Manx, the holding company. On June 30, 2012, Manx reassigned our investment in Coalbed to Wolf Energy Holdings, Inc. (“Wolf”), a newly-formed, separately owned holding company. Our Board of Directors set value at zero for the loan position in Coalbed LLC investment as of March 31, 2013 and June 30, 2012.

(7) 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.

(8) During the quarter ended December 31, 2011, our ownership of Change Clean Energy Holdings, Inc. (“CCEHI”) and Change Clean Energy, Inc. (“CCEI”), Freedom Marine Holding, Inc. (“Freedom Marine”) and Yatesville Coal Holdings, Inc. (“Yatesville”) was transferred to Energy Solutions Holdings Inc. (f/k/a Gas Solutions Holdings Inc.) (“Energy Solutions”) to consolidate all of our energy holdings under one management team. We own 100% of Energy Solutions.

(9) Entity was formed as a result of the debt restructuring of ESA Environmental Specialist, Inc. In early 2009, we foreclosed on the two loans on non-accrual status and purchased the underlying personal and real property. We own 1,000 shares of common stock in The Healing Staff (“THS”), f/k/a Lisamarie Fallon, Inc. representing 100% ownership. We own 1,500 shares of Vets Securing America, Inc. (“VSA”), representing 100% ownership.

During the three months ended December 31, 2012, we determined that the impairment of Integrated Contract Services, Inc. (“ICS”) was other-than-temporary and recorded a realized loss of $12,198 for the amount that the amortized cost exceeded the fair market value. Our remaining investment in The Healing Staff (“THS”), an affiliate of ICS, was valued at zero as of March 31, 2013 and continues to provide staffing solutions for health care facilities and security staffing.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED SCHEDULE OF INVESTMENTS – (CONTINUED)
March 31, 2013 (Unaudited) and June 30, 2012 (Audited)
(in thousands, except share data)

Endnote Explanations for the Consolidated Schedule of Investments as of March 31, 2013 and June 30, 2012 (Continued)

(10) Loan is with THS an affiliate of ICS.

(11) Evanta Ventures, Inc. and Sports Leadership Institute, Inc. are joint borrowers on our investment.

(12) On January 19, 2010, we modified the terms of our senior secured debt in AEH and Coalbed in conjunction with the formation of Manx Energy, a new entity consisting of the assets of AEH, Coalbed and Kinley Exploration. The assets of the three companies were brought under new common management. We funded $2,800 at closing to Manx to provide for working capital. A portion of our loans to AEH and Coalbed was exchanged for Manx preferred equity, while our AEH equity interest was converted into Manx common stock. There was no change to fair value at the time of restructuring. On June 30, 2012, Manx reassigned our investments in Coalbed and AEH to Wolf, a newly-formed, separately owned holding company. We continue to fully reserve any income accrued for Manx.

(13) On a fully diluted basis represents 10.00% of voting common shares.

(14) A portion of the positions listed were issued by an affiliate of the portfolio company.

(15) We own 99.9999% of AGC/PEP, LLC. AGC/PEP, LLC owns 2,037.65 out of a total of 83,818.69 shares (including 5,111 vested and unvested management options) of American Gilsonite Holding Company which owns 100% of American Gilsonite Company.

(16) Syndicated investment which had been originated by another financial institution and broadly distributed.

(17) At June 30, 2012, Mistral Chip Holdings, LLC owns 44,800 shares of Chip Holdings, Inc. and Mistral Chip Holdings 2, LLC owns 11,975 shares in Chip Holdings, Inc. Chip Holdings, Inc. is the parent company of Shearer’s Foods, Inc. and has 67,936 shares outstanding before adjusting for management options. On November 7, 2012, we redeemed our membership interests in Mistral Chip Holdings, LLC, Mistral Chip Holdings 2, LLC and Mistral Chip Holdings 3, LLC in connection with the sale of Shearer’s, receiving $6,022 of net proceeds and realizing a gain of approximately $2,027 on the redemption.

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

(19) On December 31, 2009, we sold our investment in Aylward Enterprises, LLC. AWCNC, LLC is the remaining holding company with zero assets. Our remaining outstanding debt after the sale was written off on December 31, 2009 and no value has been assigned to the equity position as of March 31, 2013 and June 30, 2012.

(20) We own a warrant to purchase 2,650,588 shares of Series A Preferred Stock, 441,176 shares of Series B Preferred Stock, and 30,918 shares of Voting Common Stock in Boxercraft Incorporated.

(21) We own warrants to purchase 33,750 shares of common stock in Metal Buildings Holding Corporation (“Metal Buildings”), the former holding company of Borga, Inc. Metal Buildings Holding Corporation owned 100% of Borga, Inc.

On March 8, 2010, we foreclosed on the stock in Borga, Inc. that was held by Metal Buildings, obtaining 100% ownership of Borga, Inc.

(22) Certain investments that we have determined are not “qualifying” assets under Section 55(a) of 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. We monitor the status of these assets on an ongoing basis.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED SCHEDULE OF INVESTMENTS – (CONTINUED)
March 31, 2013 (Unaudited) and June 30, 2012 (Audited)
(in thousands, except share data)

Endnote Explanations for the Consolidated Schedule of Investments as of March 31, 2013 and June 30, 2012 (Continued)

(23) On January 1, 2010, we restructured our senior secured and bridge loans investment in Iron Horse Coiled Tubing, Inc. (“Iron Horse”) and we reorganized Iron Horse’s management structure. The senior secured loan and bridge loan were replaced with three new tranches of senior secured debt. During the period from June 30, 2011 to June 30, 2012, our fully diluted ownership of Iron Horse decreased from 57.8% to 5.0%, respectively, as we continued to transfer ownership interests to Iron Horse’s management as they repaid our outstanding debt. Iron Horse management had an option to repurchase our remaining interest for $2,040.

As of June 30, 2012, our Board of Directors assessed a fair value in Iron Horse of $2,040. On July 24, 2012, we sold our 3,821 shares of Iron Horse Coiled Tubing, Inc. common stock in connection with the exercise of an equity buyout option, receiving $2,040 of net proceeds and realizing a gain of approximately $1,772 on the sale.

(24) On May 6, 2011, we made a secured first-lien $24,250 debt investment to NMMB Acquisition, Inc., a $2,800 secured debt and $4,400 equity investment to NMMB Holdings, Inc. We own 100% of the Series A Preferred Stock in NMMB Holdings, Inc. NMMB Holdings, Inc. owns 100% of the Convertible Preferred in NMMB Acquisition, Inc. NMMB Acquisition, Inc. has a 5.8% dividend rate which is paid to NMMB Holdings, Inc. Our fully diluted ownership in NMMB Holdings, Inc. is 100% as of March 31, 2013 and June 30, 2012. Our fully diluted ownership in NMMB Acquisition, Inc. is 83.5% as of March 31, 2013 and June 30, 2012.

(25) Undrawn committed revolvers incur commitment and unused fees ranging from 0.50% to 2.00%. As of March 31, 2013 and June 30, 2012, we have $200,539 and $180,646 of undrawn revolver commitments to our portfolio companies, respectively.

(26) Stated interest rates are based on March 31, 2013 and June 30, 2012 one month Libor rates plus applicable spreads based on the respective credit agreements. Interest rates are subject to change based on actual elections by the borrower for a Libor rate contract or Base Rate contract when drawing on the revolver.

(27) On July 30, 2010, we made a secured first-lien $30,000 debt investment to AIRMALL USA, Inc., a $12,500 secured second-lien to AMU Holdings, Inc., and 100% of the Convertible Preferred Stock and Common stock of AMU Holdings, Inc. Our Convertible Preferred Stock in AMU Holdings, Inc. has a 12.0% dividend rate which is paid from the dividends received from the underlying operating company, AIRMALL USA Inc. AMU Holdings, Inc. owns 100% of the common stock in AIRMALL USA, Inc.

(28) Progrexion Marketing, Inc., Progrexion Teleservices, Inc., Progrexion ASG, Inc. Progrexion IP, Inc. and Efolks, LLC, are joint borrowers on our senior secured investment. Progrexion Holdings, Inc. and eFolks Holdings, Inc. are the guarantors of this debt investment.

(29) Our wholly-owned entity, First Tower Holdings of Delaware, LLC, owns 80.1% of First Tower Holdings LLC, the operating company of First Tower, LLC.

(30) Southern Management Corporation, Thaxton Investment Corporation, Southern Finance of Tennessee, Inc., Covington Credit of Texas, Inc., Covington Credit, Inc., Covington Credit of Alabama, Inc., Covington Credit of Georgia, Inc., Southern Finance of South Carolina, Inc. and Quick Credit Corporation, are joint borrowers on our senior secured investment. SouthernCo, Inc. is the guarantor of this debt investment.

(31) We own 2.8% (13,220 shares) of Mineral Fusion Natural, LLC, a subsidiary of Caleel + Hayden, common and preferred interest.

(32) Our wholly-owned entity, APH Property Holdings, LLC, owns 100% of the common equity of American Property Holdings Corp., a REIT which holds investments in several real estate properties.

(33) Our wholly-owned entity, CCPI Holdings Inc. owns 95.13% of CCPI Inc., the operating company.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED SCHEDULE OF INVESTMENTS – (CONTINUED)
March 31, 2013 (Unaudited) and June 30, 2012 (Audited)
(in thousands, except share data)

Endnote Explanations for the Consolidated Schedule of Investments as of March 31, 2013 and June 30, 2012 (Continued)

(34) Our wholly-owned entity, Credit Central Holdings of Delaware, LLC owns 75% of Credit Central Holdings, LLC, which owns 100% of each of Credit Central, LLC, Credit Central South, LLC and Credit Central of Tennessee, LLC, the operating companies.

(35) Our wholly-owned entity, Valley Electric Holdings I, Inc. (“HoldCo”), owns 100% of Valley Electric Holdings, II, Inc. (“Valley II”). Valley II owns 96.3% of Valley Electric Co. of Mt. Vernon, Inc. (“OpCo”), the operating company. Our debt investments are with both HoldCo and OpCo.

(36) Our wholly-owned entity, Nationwide Acceptance Holdings, LLC owns 93.8% of Nationwide Acceptance LLC, the operating company.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2013
(Unaudited)
(In thousands, except share and per share data)

Note 1. Organization

References herein to “we”, “us” or “our” refer to Prospect Capital Corporation (“Prospect”) and its subsidiary unless the context specifically requires otherwise.

We are a closed-end investment company that has filed an election to be treated as a Business Development Company (“BDC”), under the Investment Company Act of 1940 (the “1940 Act”). As a BDC, we have qualified and have elected to be treated as a regulated investment company (“RIC”), under Subchapter M of the Internal Revenue Code. We invest primarily in senior and subordinated debt and equity of companies in need of capital for acquisitions, divestitures, growth, development, recapitalizations and other purposes.

Prospect Capital Funding, LLC, a Delaware limited liability company, is a wholly-owned subsidiary which holds certain of our portfolio loan investments that are collateral for our credit facility.

Note 2. Significant Accounting Policies

The following are significant accounting policies consistently applied by us:

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the requirements for reporting on Form 10-K and Regulation S-X. The financial results of our portfolio investments are not consolidated in the financial statements.

Reclassifications

Certain reclassifications have been made in the presentation of prior notes to consolidated financial statements to conform to the presentation as of and for the three and nine months ended March 31, 2013.

Use of Estimates

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

Basis of Consolidation

Under the 1940 Act rules, the regulations pursuant to Article 6 of Regulation S-X and the American Institute of Certified Public Accountants’ Audit and Accounting Guide for Investment Companies, we are precluded from consolidating any entity other than another investment company or an operating company which provides substantially all of its services and benefits to us. Our financial statements include our accounts and the accounts of PCF, our only wholly-owned, closely-managed subsidiary that is also an investment company. All intercompany balances and transactions have been eliminated in consolidation.

Investment Classification

We are a non-diversified company within the meaning of 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. Affiliated investments and affiliated companies 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.

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. 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. Specifically, we record all security transactions on a trade date basis. Investments in other, non-security financial instruments are recorded on the basis of subscription date or redemption date, as applicable. Amounts for investments recognized or derecognized but not yet settled are reported as receivables for investments sold and payables for investments purchased, respectively, in the Consolidated Statements of Assets and Liabilities.

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 we would incur if the counterparties failed to perform pursuant to the terms of their agreements with Prospect. Our investments in collateralized loan obligation funds (“CLOs”) are subject to default risk of the underlying portfolio of loans.

Prepayment Risk

Many of the 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 the security less likely to be an income producing instrument.

Investment Valuation

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 the independent valuation firms engaged by our Board of Directors;

2)		the independent valuation firms conduct independent appraisals and make their own independent assessment;

3)		the audit committee of our Board of Directors reviews and discusses the preliminary valuation with Prospect Capital Management (the “Investment Adviser”) proposing values within the valuation range presented by the independent valuation firms; and

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 our Investment Adviser, the respective independent valuation firms and the audit committee.

Investments are valued utilizing a shadow bond approach, a market approach, an income approach, a liquidation approach, or a combination of approaches, as appropriate. The shadow bond and market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present value amount (discounted) calculated based on an appropriate discount rate. The measurement is based on the net present value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in fair value pricing our investments include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, M&A comparables, the principal market and enterprise values, among other factors.

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 depending on the tranche. The investments are classified as ASC 820 level 3 securities, and are valued using discounted cash flow model. The valuations have been accomplished through the analysis of the CLO deal structures to identify the risk exposures from the modeling point of view. For each security, the most appropriate valuation approach has been chosen from alternative approaches to ensure the most accurate valuation for each security. To value a CLO, both the assets and liabilities of the CLO capital structure have been modeled. Our valuation agent uses a waterfall engine to store the collateral data, including the collateral cash flows from the assets, and distributions of the cash flow to the liability structure based on the payment priorities, and discounts them back using proper discount rates that incorporate all the risk factors. The main risk factors are: default risk, interest rate risk, downgrade risk, and credit spread risk.

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. The changes to GAAP from the application of ASC 820 relate to the definition of fair value, the framework for measuring fair value, and the expanded disclosures about fair value measurements. ASC 820 applies to fair value measurements already required or permitted by other standards. 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.

Valuation of Other Financial Assets and Financial Liabilities

ASC Subtopic 820-10-05-1, The Fair Value Option for Financial Assets and Financial Liabilities (“ASC 820-10-05-1”) permits an entity to elect fair value as the initial and subsequent measurement attribute for many assets and liabilities. We have elected not to value other assets and liabilities at fair value as would be permitted by ASC 820-10-05-1.

Senior Convertible Notes

We have recorded the Senior Convertible Notes (See Note 5) at their contractual amounts. The Senior Convertible Notes were analyzed for any features that would require its accounting to be bifurcated and they were determined to be immaterial.

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. Origination, closing and/or commitment fees associated with investments in portfolio companies are accreted into interest income over the respective terms of the applicable loans. Accretion of such purchase discounts or premiums is calculated by the effective interest method as of the purchase date and adjusted only for material amendments or prepayments. Upon the prepayment of a loan or debt security, any prepayment penalties and unamortized loan origination, closing and commitment fees are recorded as interest income.

Interest income from investments in the residual interest class of security of CLO Funds (typically income notes or subordinated notes) is recorded based upon an estimation of an effective yield to expected maturity utilizing assumed cash flows in accordance with ASC 325-40-35, Beneficial Interests in Securitized Financial Assets. Adjustments resulting from recording the interest income based on the effective yield are recorded to the cost basis of the investment. We monitor the expected cash inflows from our CLO 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.

Structuring fees and similar fees are recognized as income as earned, usually when paid. Structuring fees, net profits interests and overriding royalty interests are included in other income.

Loans are placed on non-accrual status when there is reasonable doubt that principal or interest will not be collected in accordance with the terms of the investment. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans are restored to accrual status when past due principal and interest is paid and in management’s judgment, are likely to remain current.

Federal and State Income Taxes

We have elected to be treated as a regulated investment company and intend to continue to comply with the requirements of the Internal Revenue 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.

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 taxable income is earned using an annual effective excise tax rate. The annual effective excise tax rate is determined by dividing the estimated annual excise tax by the estimated annual taxable income. For the calendar year ended December 31, 2012, we elected to retain a portion of our annual taxable income and have paid $4,500 for the excise tax due with the filing of the return. As of March 31, 2013, we have $1,000 accrued as an estimate of one quarter of the excise tax due for the calendar year ending December 31, 2013.

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 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 for taxable years beginning before 2013 (but not for taxable years beginning thereafter, unless the relevant provisions are extended by legislation) 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 Internal Revenue 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 reduced by an interest charge of 50% of such earnings and profits payable by us as an additional tax. In addition, if we failed to qualify as a RIC for a period greater than two taxable years, then, in order to qualify as a RIC in a subsequent year, we would be required to elect to recognize and pay tax on any net built-in gain (the excess of aggregate gain, including items of income, over aggregate loss that would have been realized if we had been liquidated) or, alternatively, be subject to taxation on such built-in gain recognized for a period of ten years.

We follow ASC 740, Income Taxes (“ASC 740”). ASC 740 provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the 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, 2013 and for the three and nine months then ended, we did not have a liability for any unrecognized tax expense. 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.

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 earnings for the quarter. Net realized capital gains, if any, are distributed at least annually.

Financing Costs

We record origination expenses related to our credit facility and Senior Convertible Notes, Senior Unsecured Notes and Prospect Capital InterNotes® (collectively, our “Senior Notes”), as deferred financing costs. These expenses are deferred and amortized as part of interest expense using the straight-line method for our revolving credit facility and the effective interest method for our Senior Notes, over the respective expected life.

Deferred Costs

We record registration expenses related to shelf filings as prepaid assets. These expenses consist principally of Securities and Exchange Commission (“SEC”) registration fees, legal fees and accounting fees incurred. These prepaid assets will be charged to capital upon the receipt of an equity offering proceeds or charged to expense if no offering completed.

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 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 common share are calculated using the weighted average number of common shares outstanding for the period presented. In accordance with ASC 946, Financial Services – Investment Companies, convertible securities are not considered in the calculation of net assets per share.

Recent Accounting Pronouncements

considering whether a premium or discount can be applied in a fair value measurement; (4) providing that the fair value of an instrument classified in a reporting entity’s shareholders’ equity is estimated from the perspective of a market participant that holds the identical item as an asset; and (5) expanding the qualitative and quantitative fair value disclosure requirements. The expanded disclosures include, for Level 3 items, a description of the valuation process and a narrative description of the sensitivity of the fair value to changes in unobservable inputs and interrelationships between those inputs if a change in those inputs would result in a significantly different fair value measurement. ASU 2011-4 also requires disclosures about the highest-and-best-use of a non-financial asset when this use differs from the asset’s current use and the reasons for such a difference. In addition, this ASU amends Accounting Standards Codification 820, “Fair Value Measurements,” to require disclosures to include any transfers between Level 1 and Level 2 of the fair value hierarchy. These amendments were effective for fiscal years beginning after December 15, 2011 and for interim periods within those fiscal years. The adoption of the amended guidance in ASU 2011-04 did not have a significant effect on our financial statements. See Note 3 for the disclosure required by ASU 2011-04.

In August 2012, the FASB issued Accounting Standards Update 2012-03, Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 114 (“SAB No. 114”), Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (“ASU 2012-03”). The update amends various SEC paragraphs pursuant to the issuance of SAB No. 114 and is effective upon issuance. The adoption of the amended guidance in ASU 2012-03 did not have a significant effect on our financial statements.

In October 2012, the FASB issued Accounting Standards Update 2012-04, Technical Corrections and Improvements (“ASU 2012-04”). The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The adoption of the amended guidance in ASU 2012-04 did not have a significant effect on our financial statements.

Note 3. Portfolio Investments

At March 31, 2013, we had invested in 120 long-term portfolio investments, which had an amortized cost of $3,795,113 and a fair value of $3,707,722 and at June 30, 2012, we had invested in 85 long-term portfolio investments, which had an amortized cost of $2,099,313 and a fair value of $2,094,221.

As of March 31, 2013, we own controlling interests in AIRMALL USA, Inc. (“Airmall”), Ajax Rolled Ring & Machine, Inc. (“Ajax”), APH Property Holdings, LLC (“APH”), AWCNC, LLC, Borga, Inc. (“Borga”), CCPI, Inc., Credit Central, Inc., Energy Solutions Holdings, Inc. (f/k/a Gas Solutions Holdings, Inc.) (“Energy Solutions”), First Tower Holdings of Delaware, LLC (“First Tower”), Manx Energy, Inc. (“Manx”), Nationwide Acceptance Holdings, LLC, NMMB Holdings, Inc., R-V Industries, Inc., The Healing Staff, Inc. (“THS”), Valley Electric Co. of Mount Vernon, Inc. and Wolf Energy Holdings, Inc. (“Wolf”). We also own an affiliated interest in BNN Holdings Corp. f/k/a Biotronic NeuroNetwork, Boxercraft Incorporated and Smart, LLC.

The composition of our investments and money market funds as of March 31, 2013 and June 30, 2012 at cost and fair value was as follows:

	March 31, 2013				June 30, 2012
	Cost		Fair Value		Cost		Fair Value
Revolving Line of Credit	$	10,545	$	9,930	$	1,145	$	868
Senior Secured Debt	1,944,699		1,878,542		1,146,454		1,088,019
Subordinated Secured Debt	916,981		876,859		536,900		480,147
Unsecured Debt	189,133		189,653		72,617		73,195
CLO Debt	27,562		29,844		27,258		27,717
CLO Residual Interest	571,668		582,939		214,559		218,009
Equity	134,525		139,955		100,380		206,266
Total Investments	3,795,113		3,707,722		2,099,313		2,094,221
Money Market Funds	253,332		253,332		118,369		118,369
Total Investments and Money Market Funds	$	4,048,445	$	3,961,054	$	2,217,682	$	2,212,590

The fair values of our investments and money market funds as of March 31, 2013 disaggregated into the three levels of the ASC 820 valuation hierarchy are as follows:

	Quoted Prices in Active Markets for Identical Securities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total

Investments at fair value
Revolving Line of Credit	$	—	$	—	$	9,930	$	9,930
Senior Secured Debt	—		—		1,878,542		1,878,542
Subordinated Secured Debt	—		—		876,859		876,859
Unsecured Debt	—		—		189,653		189,653
CLO Debt	—		—		29,844		29,844
CLO Residual Interest	—		—		582,939		582,939
Equity	115		—		139,840		139,955
Total Investments	115		—		3,707,607		3,707,722
Money Market Funds	—		253,332		—		253,332
Total Investments and Money Market Funds	$	115	$	253,332	$	3,707,607	$	3,961,054

	Fair Value Hierarchy

	Level 1		Level 2		Level 3		Total

Investments at fair value
Control investments	$	—	$	—	$	675,305	$	675,305
Affiliate investments	—		—		41,745		41,745
Non-control/non-affiliate investments	115		—		2,990,557		2,990,672
	115		—		3,707,607		3,707,722
Investments in money market funds	—		253,332		—		253,332
Total investments reported at fair value	$	115	$	253,332	$	3,707,607	$	3,961,054

The fair values of our investments and money market funds as of June 30, 2012 disaggregated into the three levels of the ASC 820 valuation hierarchy are as follows:

	Quoted Prices in Active Markets for Identical Securities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total

Investments at fair value
Revolving Line of Credit	$	—	$	—	$	868	$	868
Senior Secured Debt	—		—		1,088,019		1,088,019
Subordinated Secured Debt	—		—		480,147		480,147
Unsecured Debt	—		—		73,195		73,195
CLO Debt	—		—		27,717		27,717
CLO Residual Interest	—		—		218,009		218,009
Equity	129		—		206,137		206,266
Total Investments	129		—		2,094,092		2,094,221
Money Market Funds	—		118,369		—		118,369
Total Investments and Money Market Funds	$	129	$	118,369	$	2,094,092	$	2,212,590

	Fair Value Hierarchy

	Level 1		Level 2		Level 3		Total

Investments at fair value
Control investments	$	—	$	—	$	564,489	$	564,489
Affiliate investments	—		—		46,116		46,116
Non-control/non-affiliate investments	129		—		1,483,487		1,483,616
	129		—		2,094,092		2,094,221
Investments in money market funds	—		118,369		—		118,369
Total investments reported at fair value	$	129	$	118,369	$	2,094,092	$	2,212,590

The aggregate values of Level 3 portfolio investments changed during the nine months ended March 31, 2013 as follows:

	Fair Value Measurements Using Unobservable Inputs (Level 3)

	Control Investments			Affiliate Investments			Non-Control/ Non-Affiliate Investments			Total

Fair value as of June 30, 2012	$	564,489		$	46,116		$	1,483,487		$	2,094,092
Total realized loss (gain), net	(12,117		)	—			(371		)	(12,488		)
Change in unrealized appreciation (depreciation)	(86,469		)	(9,090		)	13,275			(82,284		)
Net realized and unrealized gain (loss)	(98,586		)	(9,090		)	12,904			(94,772		)
Purchases of portfolio investments	241,018			30,000			2,026,413			2,297,431
Payment-in-kind interest	839			569			5,617			7,025
Amortization of discounts and premiums	—			677			12,947			13,624
Repayments and sales of portfolio investments	(32,455		)	(26,527		)	(550,811		)	(609,793		)
Transfers within Level 3	—			—			—			—
Transfers in (out) of Level 3	—			—			—			—
Fair value as of March 31, 2013	$	675,305		$	41,745		$	2,990,557		$	3,707,607

	Fair Value Measurements Using Unobservable Inputs (Level 3)
	Revolver		Senior Secured Debt		Subordinated Secured Debt		Unsecured Debt		CLO Debt		CLO Residual Interest		Equity		Total
Fair value as of June 30, 2012	$	868	$	1,093,019	$	475,147	$	73,195	$	27,717	$	218,009	$	206,137	$	2,094,092
Total realized loss (gain), net	-		20		(22,118)		-		-		-		9,610		(12,488)
Change in unrealized (depreciation) appreciation	(338)		(7,722)		16,626		(58)		1,825		7,824		(100,441)		(82,284)
Net realized and unrealized (loss) gain	(338)		(7,702)		(5,492)		(58)		1,825		7,824		(90,831)		(94,772)
Purchases of portfolio investments	12,200		1,191,796		591,875		114,000		-		347,278		40,282		2,297,431
Payment-in-kind interest	-		1,874		2,693		2,458		-		-		-		7,025
Amortization of discounts and premiums	-		1,451		1,985		58		302		9,828		-		13,624
Repayments and sales of portfolio investments	(2,800)		(401,896)		(189,349)		-		-		-		(15,748)		(609,793)
Transfers within Level 3	-		-		-		-		-		-		-		-
Transfers in (out) of Level 3	-		-		-		-		-		-		-		-
Fair value as of March 31, 2013	$	9,930	$	1,878,542	$	876,859	$	189,653	$	29,844	$	582,939	$	139,840	$	3,707,607

The aggregate values of Level 3 portfolio investments changed during the nine months ended March 31, 2012 as follows:

	Fair Value Measurements Using Unobservable Inputs (Level 3)

	Control Investments			Affiliate Investments			Non-Control/ Non-Affiliate Investments			Total

Fair value as of June 30, 2011	$	310,072		$	72,337		$	1,080,421		$	1,462,830
Total realized loss (gain), net	36,939			—			(13,227		)	23,712
Change in unrealized appreciation (depreciation)	45,328			(7,529		)	(29,315		)	8,484
Net realized and unrealized gain (loss)	82,267			(7,529		)	(42,542		)	32,196
Purchases of portfolio investments	44,043			2,300			496,503			542,846
Payment-in-kind interest	219			407			3,873			4,499
Accretion of purchase discount	50			1,702			1,989			3,741
Repayments and sales of portfolio investments	(110,825		)	(1,636		)	(242,208		)	(354,669		)
Transfers within Level 3	(2,040		)	—			2,040			—
Transfers in (out) of Level 3	—			—			—			—
Fair value as of March 31, 2012	$	323,786		$	67,581		$	1,300,076		$	1,691,443

	Fair Value Measurements Using Unobservable Inputs (Level 3)
	Revolver		Senior Secured Debt		Subordinated Secured Debt		Unsecured Debt		CLO Debt		CLO Residual Interest		Equity		Total
Fair value as of June 30, 2011	$	7,278	$	789,981	$	448,675	$	55,336	$	-	$	-	$	161,560	$	1,462,830
Total realized loss (gain), net	—		(221)		(14,606)		-		-		-		38,539		23,712
Change in unrealized (depreciation) appreciation	(113)		(22,146)		(15,145)		(162)		3,499		1,714		40,837		8,484
Net realized and unrealized (loss) gain	(113)		(22,367)		(29,751)		(162)		3,499		1,714		79,376		32,196
Purchases of portfolio investments	1,500		259,414		161,243		15,000		27,072		77,228		1,389		542,846
Payment-in-kind interest	—		219		3,632		648		-		-		-		4,499
Accretion of purchase discount	49		1,582		1,969		50		91		-		-		3,741
Repayments and sales of portfolio investments	(6,185)		(232,097)		(74,832)		-		-		-		(41,555)		(354,669)
Transfers within Level 3	—		-		-		-		-		-		-		-
Transfers in (out) of Level 3	—		-		-		-		-		-		-		-
Fair value as of March 31, 2012	$	2,529	$	796,732	$	510,936	$	70,872	$	30,662	$	78,942	$	200,770	$	1,691,443

For the nine months ended March 31, 2013 and 2012, the net change in unrealized appreciation on the investments that use Level 3 inputs was $84,296 and $40,889 for assets still held as of March 31, 2013 and 2012, respectively.

The ranges of unobservable inputs used in the fair value measurement of our Level 3 investments as of March 31, 2013 were as follows:

				Unobservable Input
Asset Category	Fair Value		Primary Valuation Technique	Input	Range	Weighted Average
Senior	$	1,888,472	Yield Analysis	Market Yield	5.9%-16.6%	10.5%
Subordinated Secured	876,859		Yield Analysis	Market Yield	7.4%-17.7%	11.6%
Unsecured	189,653		Yield Analysis	Market Yield	7.0%-15.7%	12.3%
CLO Debt	29,844		Discounted Cash Flow	Discount Rate	11.2%-18.9%	14.7%
CLO Residual Interest	582,939		Discounted Cash Flow	Discount Rate	10.0%-18.5%	14.3%
Equity	134,775		EV Market Multiple Analysis	EV Market Multiple Analysis	3.5x-9.0x	7.1x
Escrow	5,065		Discounted Cash Flow	Discount Rate	6.5%-7.0%	6.8%
Total	$	3,707,607

The significant unobservable input used in the market approach of fair value measurement of our investments are the market multiples of earnings before income tax, depreciation and amortization (“EBITDA”) of the comparable guideline public companies. The independent valuation firm selects a population of public companies for each investment with similar operations and attributes of the subject company. Using these guideline public companies’ data, a range of multiples of enterprise value to EBITDA is calculated. The independent valuation firm selects percentages from the range of multiples for purposes of determining the subject company’s estimated enterprise value based on said multiple and generally the latest twelve months EBITDA of the subject company (or other meaningful measure). Significant increases or decreases in the multiple will result in an increase or decrease in enterprise value, resulting in an increase or decrease in the fair value estimate of the equity investment.

The significant unobservable input used in the income approach of fair value measurement of our investments is the discount rate used to discount the estimated future cash flows expected to be received from the underlying investment, which include both future principal and interest payments. Significant increases or decreases in the discount rate would result in a decrease or increase in the fair value measurement. Included in the consideration and selection of discount rates are the following factors: risk of default, rating of the investment and comparable company investments, and call provisions.

Changes in market yields, discount rates or EBITDA multiples, each in isolation, may change the fair value of certain of our investments. Generally, an increase in market yields or discount rates or decrease in EBITDA multiples may result in a decrease in the fair value 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 valuations currently assigned.

During the nine months ended March 31, 2013, the valuation methodology for Airmall changed to incorporate the income method (discounted cash flow analysis) in addition to the market method (public comparable company analysis) used in previous quarters. Management adopted the income method to incorporate current financial projections in recognition of the time elapsed since the initial acquisition of the company in June 2010. As a result of this change and in recognition of recent company performance we increased the fair value of our investment in AIRMALL to $51,694 as of March 31, 2013, a premium of $374 from its amortized cost, compared to the $3,788 unrealized depreciation recorded at June 30, 2012.

During the nine months ended March 31, 2013, the valuation methodology for First Tower changed to incorporate the income method (discounted cash flow analysis) in addition to the market method (public comparable company analysis) used in previous quarters. Management adopted the income method in consideration of management forecasts not previously available. As a result of this change and in recognition of recent company performance and current market conditions we decreased the fair value of our investment in First Tower to $295,198 as of March 31, 2013, a discount of $12,755 to its amortized cost, compared to $287,953 as of June 30, 2012, equal to its amortized cost at that time.

In December 2011, we completed a reorganization of Gas Solutions Holdings, Inc. renaming the company Energy Solutions and transferring ownership of other operating companies owned by us and operating within the energy industry. As part of the reorganization, our equity interests in Change Clean Energy Holdings, Inc. and Change Clean Energy, Inc., Freedom Marine Holdings, LLC, a subsidiary of Energy Solutions (“Freedom Marine”) and Yatesville Coal Holdings, Inc., a subsidiary of Energy Solutions (“Yatesville”), was transferred to Energy Solutions to consolidate all of our energy holdings under one management team strategically expanding Energy Solutions across energy sectors.

On January 4, 2012, Energy Solutions sold its gas gathering and processing assets (‘‘Gas Solutions’’) for a sale price of $199,805, adjusted for the final working capital settlement, including a potential earnout of $28,000 that will be paid based on the future performance of Gas Solutions. After expenses, including structuring fees of $9,966 paid to us, Energy Solutions received approximately $158,687 in cash. Currently, a portion of our loans to Energy Solutions remain outstanding and are collateralized by the cash held by Energy Solutions after the sale transaction. The sale of Gas Solutions by Energy Solutions has resulted in significant earnings and profits, as defined by the Internal Revenue Code, at Energy Solutions for calendar year 2012. As a result, distributions from Energy Solutions to us were required to be recognized as dividend income, in accordance with ASC 946, Financial Services—Investment Companies, as cash distributions are received from Energy Solutions, to the extent there are current year earnings and profits sufficient to support such recognition. During the nine months ended March 31, 2013, Energy Solutions repaid $24,250 of senior secured debt. We received a $16,952 make-whole fee for early repayment of the outstanding loan, which was recorded as interest income during the nine months ended March 31, 2013. During the nine months ended March 31, 2013, we received distributions of $53,820 from Energy Solutions which were recorded as dividend income. We received no such distributions during the three months ended March 31, 2013. Energy Solutions continues to hold $23,576 of cash for future investment and repayment of debt.

At March 31, 2013 and June 30, 2012, nine loan investments were on non-accrual status: Borga, Freedom Marine, H&M Oil and Gas, LLC, THS, formerly a subsidiary of Integrated Contract Services, Inc. (“ICS”), Manx, Stryker Energy, LLC, Wind River Resources Corp. and Wind River II Corp., Wolf and Yatesville. The loan principal of these loans amounted to $163,018 and $171,149 as of March 31, 2013 and June 30, 2012, respectively. The fair value of these loans

amounted to $51,053 and $43,641 as of March 31, 2013 and June 30, 2012, respectively. The fair values of these investments represent approximately 2.0% and 2.9% of our net assets as of March 31, 2013 and June 30, 2012, respectively. For the three months ended March 31, 2013 and March 31, 2012, the income foregone as a result of not accruing interest on non-accrual debt investments amounted to $6,390 and $6,366, respectively. For the nine months ended March 31, 2013 and March 31, 2012, the income foregone as a result of not accruing interest on non-accrual debt investments amounted to $20,146 and $18,363, respectively.

During the nine months ended March 31, 2012, Deb Shops, Inc. (“Deb Shops”) filed for bankruptcy and a plan for reorganization was proposed. The plan was approved by the bankruptcy court and our debt position was eliminated with no payment to us. We determined that the impairment of Deb Shops was other-than-temporary and recorded a realized loss of $14,607 during the quarter ended December 31, 2011 for the full amount of the amortized cost. The asset was completely written off when the plan of reorganization was approved.

On December 28, 2011, we made a secured debt investment of $37,218 to support the recapitalization of NRG Manufacturing, Inc. (“NRG”). After the financing, we received repayment of the $13,080 loan that was previously outstanding and a dividend of $6,711 as a result of our equity holdings. In addition, we sold 392 shares of NRG common stock held by us back to NRG for $13,266, realizing a gain of $12,131. Our remaining 408 shares of NRG common stock were sold on February 2, 2012.

In December 2012, we determined that the impairment of ICS was other-than-temporary and recorded a realized loss of $12,198 for the amount that the amortized cost exceeded the fair market value. Our remaining investment in THS, an affiliate of ICS, was valued at zero as of March 31, 2013 and continues to provide staffing solutions for health care facilities and security staffing.

On March 28, 2013, we sold our investment in New Meatco Provisions, LLC for net proceeds of approximately $1,965, recognizing a realized loss of $10,814 on the sale.

The original cost basis of debt placements and equity securities acquired, including follow-on investments for existing portfolio companies, totaled $781,417 and $168,903 during the three months ended March 31, 2013 and March 31, 2012, respectively. These placements and acquisitions totaled $2,297,431 and $542,846 during the nine months ended March 31, 2013 and March 31, 2012, respectively. Debt repayments and sales of equity securities with a cost basis of $108,541 and $163,587 were received during the three months ended March 31, 2013 and March 31, 2012, respectively. These repayments and sales amounted to $610,083 and $330,957 during the nine months ended March 31, 2013 and March 31, 2012, respectively.

During the three and nine months ended March 31, 2013, we recognized $271 and $1,210 of interest income due to purchase discount accretion from the assets acquired from Patriot Capital Funding, Inc. (“Patriot”). Included in the $1,210 recorded during the nine months ended March 31, 2013 is $840 of normal accretion and $370 of accelerated accretion resulting from the repayment of Hudson.

During the three and nine months ended March 31, 2012, we recognized $964 and $3,348 of interest income due to purchase discount accretion from the assets acquired from Patriot, respectively. Included in the $964 recorded during the three months ended March 31, 2012 is $726 of normal accretion and $238 of accelerated accretion resulting from the repayment of ROM Acquisition Corp (“ROM”). Included in the $3,348 recorded during the nine months ended March 31, 2012 is $2,417 of normal accretion and $931 of accelerated accretion resulting from the repayments of Mac & Massey Holdings, LLC and ROM.

On November 30, 2012 we made a secured second lien investment of $9,500 to support the recapitalization of R-V. As part of the recapitalization, we received a dividend of $11,073 for our investment in R-V’s common stock.

As of March 31, 2013, $812 of purchase discount from the assets acquired from Patriot remains to be accreted as interest income, of which $271 is expected to be amortized during the three months ending June 30, 2013.

As of March 31, 2013, $2,504,674 of our loans bear interest at floating rates, $2,474,830 of which have Libor floors ranging from 1.25% to 6.00%.

Undrawn committed revolvers incur commitment and unused fees ranging from 0.50% to 2.00%. As of March 31, 2013 and June 30, 2012, we have $200,539 and $180,646 of undrawn revolver commitments to our portfolio companies, respectively.

Note 4. Revolving Credit Agreements

On June 11, 2010, we closed an extension and expansion of our existing credit facility with a syndicate of lenders through PCF (the “2010 Facility”). The 2010 Facility, which had $325,000 total commitments as of June 30, 2011, included an accordion feature which allowed the 2010 Facility to accept up to an aggregate total of $400,000 of commitments, a limit which was met on September 1, 2011. Interest on borrowings under the 2010 Facility was one-month Libor plus 325 basis points, subject to a minimum Libor floor of 100 basis points. Additionally, the lenders charged a fee on the unused portion of the 2010 Facility equal to either 75 basis points if at least half of the credit facility is used or 100 basis points otherwise.

On March 27, 2012, we renegotiated the 2010 Facility and closed on an expanded five-year $650,000 revolving credit facility (the “2012 Facility”). The lenders have extended commitments of $552,500 under the 2012 Facility as of March 31, 2013. The 2012 Facility includes an accordion feature which allows commitments to be increased up to $650,000 in the aggregate. The revolving period of the 2012 Facility extends through March 2015, with an additional two year amortization period (with distributions allowed) 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 2012 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 2012 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 2012 Facility. The 2012 Facility also requires the maintenance of a minimum liquidity requirement. At March 31, 2013, we were in compliance with the applicable covenants.

Interest on borrowings under the 2012 Facility is one-month Libor plus 275 basis points with no minimum Libor floor. Additionally, the lenders charge a fee on the unused portion of the 2012 Facility equal to either 50 basis points if at least half of the credit facility is drawn or 100 basis points otherwise. The 2012 Facility requires us to pledge assets as collateral in order to borrow under the credit facility. As of March 31, 2013 and June 30, 2012, we had $430,094 and $451,252, respectively, available to us for borrowing under our 2012 Facility, of which the amount outstanding was zero and $96,000, respectively. As additional investments that are eligible are transferred to PCF and pledged under the 2012 Facility, PCF will generate additional availability up to the commitment amount of $552,500. At March 31, 2013, the cash and investments used as collateral for the 2012 Facility had an aggregate market value of $718,974, which represents 28.1% of our net assets. These assets have been transferred to PCF, a bankruptcy remote special purpose entity, which owns these investments and as such, these investments are not available to our general creditors. PCF, a bankruptcy remote special purpose entity and our wholly-owned subsidiary, holds all of these investments at market value as of March 31, 2013. The release of any assets from PCF requires the approval of the facility agent.

In connection with the origination and amendments of the 2012 Facility, we incurred $10,955 of fees, including $1,319 of fees carried over from the previous facility, which are being amortized over the term of the facility in accordance with ASC 470-50, Debt Modifications and Extinguishments, of which $7,481 remains to be amortized as of March 31, 2013.

During the three months ended March 31, 2013 and March 31, 2012, we recorded $2,305 and $4,484 of interest costs and amortization of financing costs on the Syndicated Facility as interest expense, respectively. During the nine months ended March 31, 2013 and March 31, 2012, we recorded $6,700 and $2,706 of interest costs and amortization of financing costs on the Syndicated Facility as interest expense, respectively.

Note 5. Senior Convertible Notes

On December 21, 2010, we issued $150,000 in aggregate principal amount of our 6.25% senior convertible notes due 2015 (“2015 Notes”) for net proceeds (after deducting underwriting expenses) of approximately $145,200. Interest on the 2015 Notes is paid semi-annually in arrears on June 15 and December 15, at a rate of 6.25% per year, commencing June 15, 2011. The 2015 Notes mature on December 15, 2015 unless converted earlier. The 2015 Notes are convertible into shares of common stock at an initial conversion rate and conversion rate at March 31, 2013 of 88.0902 and 88.1429 shares, respectively, of common stock per $1 principal amount of 2015 Notes, which is equivalent to a conversion price of approximately $11.35 per share of common stock, subject to adjustment in certain circumstances. The conversion price in effect at March 31, 2013 was last calculated on the anniversary of the issuance (December 21, 2012) and will

next be adjusted on the next anniversary, unless the exercise price shall have changed by more than 1% before the anniversary. The conversion rate for the 2015 Notes is increased when monthly cash dividends paid to common shares exceed the monthly dividend rate of $0.101125 per share, subject to adjustment.

On February 18, 2011, we issued $172,500 in aggregate principal amount of our 5.50% senior convertible notes due 2016 (“2016 Notes”) for net proceeds following underwriting expenses of approximately $167,325. Between January 30, 2012 and February 2, 2012, we repurchased $5,000 of our 2016 Notes at a price of 97.5, including commissions. The transactions resulted in our recognizing $10 of loss in the year ended June 30, 2012. Interest on the remaining $167,500 of 2016 Notes is paid semi-annually in arrears on February 15 and August 15, at a rate of 5.50% per year, commencing August 15, 2011. The 2016 Notes mature on August 15, 2016 unless converted earlier. The 2016 Notes are convertible into shares of common stock at an initial conversion rate and conversion rate at March 31, 2013 of 78.3699 and 78.5395 shares, respectively, of common stock per $1 principal amount of 2016 Notes, which is equivalent to a conversion price of approximately $12.76 and $12.73 per share of common stock, respectively, subject to adjustment in certain circumstances. The conversion price in effect at March 31, 2013 was last calculated on the anniversary of the issuance (February 14, 2012) and will next be adjusted on the next anniversary, unless the exercise price shall have changed by more than 1% before the anniversary. The conversion rate for the 2016 Notes is increased when monthly cash dividends paid to common shares exceed the monthly dividend rate of $0.101150 per share.

On April 16, 2012, we issued $130,000 in aggregate principal amount of our 5.375% senior convertible notes due 2017 (“2017 Notes”) for net proceeds following underwriting expenses of approximately $126,035. Interest on the 2017 Notes is paid semi-annually in arrears on October 15 and April 15, at a rate of 5.375% per year, commencing October 15, 2012. The 2017 Notes mature on October 15, 2017 unless converted earlier. The 2017 Notes are convertible into shares of common stock at an initial conversion rate and conversion rate at March 31, 2013 of 85.8442 shares of common stock per $1 principal amount of 2017 Notes, which is equivalent to a conversion price of approximately $11.65 per share of common stock, subject to adjustment in certain circumstances. The conversion price has been adjusted on the anniversary date of the issuance (April 16, 2012) and will next be adjusted on the next anniversary, unless the exercise price shall have changed by more than 1% before the anniversary. The conversation rate in effect at April 16, 2013 is 86.1156 shares of common stock per $1 principal amount of 2017 Notes which is equivalent to the conversion price of $11.61 per share of common stock. The conversion rate for the 2017 Notes is increased when monthly cash dividends paid to common shares exceed the monthly dividend rate of $0.10150 per share.

On August 14, 2012, we issued $200,000 in aggregate principal amount of our 5.75% senior convertible notes due 2018 (“2018 Notes”) for net proceeds following underwriting expenses of approximately $193,600. Interest on the 2018 Notes is paid semi-annually in arrears on March 15 and September 15, at a rate of 5.75% per year, commencing March 15, 2013. The 2018 Notes mature on March 15, 2018 unless converted earlier. The 2018 Notes are convertible into shares of common stock at an initial conversion rate and conversion rate at March 31, 2013 of 82.3451 shares of common stock per $1 principal amount of 2018 Notes, which is equivalent to a conversion price of approximately $12.14 per share of common stock, subject to adjustment in certain circumstances. The conversion price has not been adjusted since the issuance (August 14, 2012) and will next be adjusted on the first anniversary, unless the exercise price shall have changed by more than 1% before the anniversary. The conversion rate for the 2018 Notes is increased when monthly cash dividends paid to common shares exceed the monthly dividend rate of $0.10160 per share.

On December 21, 2012, we issued $200,000 in aggregate principal amount of 5.875% senior convertible notes due 2019 (the ‘‘2019 Notes’’) for net proceeds following underwriting and other expenses of approximately $193,600. Interest on the 2019 Notes is paid semi-annually in arrears on January 15 and July 15, at a rate of 5.875% per year, commencing July 15, 2013. The 2019 Notes mature on January 15, 2019 unless converted earlier. The 2019 Notes are convertible into shares of common stock at an initial conversion rate and conversion rate at March 31, 2013 of 79.7766 shares of common stock per $1 principal amount of 2019 Notes, which is equivalent to a conversion price of approximately $12.54 per share of common stock, subject to adjustment in certain circumstances. The conversion price has not been adjusted since the issuance (December 21 2012) and will next be adjusted on the first anniversary, unless the exercise price shall have changed by more than 1% before the anniversary. The conversion rate for the 2019 Notes is increased when monthly cash dividends paid to common shares exceed the monthly dividend rate of $0.110025 per share.

In no event will the total number of shares of common stock issuable upon conversion exceed 96.8992 per $1 principal amount of the 2015 Notes (the “conversion rate cap”), except that, to the extent we receive written guidance or a no-action letter from the staff of the Securities and Exchange Commission (the “Guidance”) permitting us to adjust the conversion rate in certain instances without regard to the conversion rate cap and to make the 2015 Notes convertible into certain reference property in accordance with certain reclassifications, business combinations, asset sales and corporate events by us without regard to the conversion rate cap, we will make such adjustments without regard to the

conversion rate cap and will also, to the extent that we make any such adjustment without regard to the conversion rate cap pursuant to the Guidance, adjust the conversion rate cap accordingly. We will use our commercially reasonable efforts to obtain such Guidance as promptly as practicable.

Prior to obtaining the Guidance, we will not engage in certain transactions that would result in an adjustment to the conversion rate increasing the conversion rate beyond what it would have been in the absence of such transaction unless we have engaged in a reverse stock split or share combination transaction such that in our reasonable best estimation, the conversion rate following the adjustment for such transaction will not be any closer to the conversion rate cap than it would have been in the absence of such transaction.

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 Senior Convertible Notes.

No holder of Senior 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 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 Notes upon a fundamental change at a price equal to 100% of the principal amount of the 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 Senior Convertible Notes through and including the maturity date.

In connection with the issuance of the Senior Convertible Notes, we incurred $27,300 of fees which are being amortized over the terms of the notes in accordance with ASC 470-50, Debt Modifications and Extinguishments, of which $21,633 remains to be amortized and is included within deferred financing costs on the consolidated statements of assets and liabilities as of March 31, 2013.

During the three months ended March 31, 2013 and March 31, 2012, we recorded $13,299 and $5,133 of interest costs and amortization of financing costs on the Senior Convertible Notes as interest expense. During the nine months ended March 31, 2013 and March 31, 2012, we recorded $32,529 and $15,553 of interest costs and amortization of financing costs on the Senior Convertible Notes as interest expense.

Note 6. Senior Unsecured Notes

On May 1, 2012, we issued $100,000 in aggregate principal amount of 6.95% senior unsecured notes due 2022 for proceeds net of offering expenses of $97,000 (the “2022 Notes”). Interest on the 2022 Notes is paid quarterly in arrears on August 15, November 15, February 15 and May 15, at a rate of 6.95% per year, commencing on August 15, 2012. The 2022 Notes mature on November 15, 2022. These notes will be our direct unsecured obligations and rank equally with all of our unsecured senior indebtedness from time to time outstanding.

On March 15, 2013, we issued $250,000 in aggregate principal amount of 5.875% senior unsecured notes due 2023 (the “2023 Notes”) for net proceeds following underwriting and other expenses of approximately $245,885. Interest on the 2023 Notes is paid semi-annually. The 2023 Notes matured on March 15, 2023. These notes will be our direct unsecured obligations and rank equally with all of our unsecured senior indebtedness from time to time outstanding.

In connection with the issuance of the 2022 Notes and 2023 Notes (collectively the “Senior Unsecured Notes”), we incurred $7,487 of fees which are being amortized over the term of the notes in accordance with ASC 470-50, Debt Modifications and Extinguishments, of which $7,254 remains to be amortized and is included within deferred financing costs on the consolidated statements of assets and liabilities.

During the three and nine months ended March 31, 2013, we recorded $2,466 and $6,087 of interest costs and amortization of financing costs on the Senior Unsecured Notes as interest expense, respectively.

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”). Additional agents appointed by us from time to time in connection with the InterNotes Offering may become parties to the Selling Agent Agreement.

These notes are direct unsecured senior obligations and will rank equally with all of our unsecured senior indebtedness 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.

The bonds outstanding as of March 31, 2013 are:

Date of Issuance	Principal Amount		Interest Rate Range	Weighted Average Interest Rate	Maturity Date

March 1, 2012- March 8, 2012	$	5,465	6.90%-7.00%	6.97%	March 15, 2022
April 5, 2012- April 26, 2012	8,516		6.50%-6.85%	6.72%	April 15, 2022
June 14, 2012	2,657		6.95%	6.95%	June 15, 2022
June 28, 2012	4,000		6.55%	6.55%	June 15, 2019
July 6, 2012- July 26, 2012	20,928		6.20%-6.45%	6.31%	July 15, 2019
August 2, 2012- August 23, 2012	17,545		6.05%-6.15%	6.09%	August 15, 2019
September 7, 2012- September 27,2012	29,406		5.85%-6.00%	5.92%	September 15, 2019
October 4, 2012	7,172		5.70%	5.70%	October 19, 2019
November 23,2012- November 29,2012	13,754		5.00%-5.13%	5.09%	November 15, 2019
November 29, 2012	1,979		5.75%	5.75%	November 15, 2032
November 23,2012- November 29,2012	16,437		6.50%-6.63%	6.58%	November 15, 2042
December 6, 2012- December 28,2012	9,339		4.50%-4.86%	4.73%	December 15, 2019
December 6, 2012	1,127		5.63%	5.63%	December 15, 2032
December 13, 2012- December 28,2012	3,702		5.00%-5.13%	5.11%	December 15, 2030
December 6, 2012- December 28,2012	22,966		6.00%-6.38%	6.21%	December 15, 2042
January 4, 2013- January 31, 2013	4,427		4.00%-4.375%	4.15%	January 15, 2020
January 4, 2013- January 31, 2013	2,388		4.50%-4.875%	4.74%	January 15, 2031
January 4, 2013- January 31, 2013	9,338		5.50%-5.875%	5.63%	January 15, 2043
February 4, 2013- February 28, 2013	2,619		4.00%	4.00%	February 15, 2020
February 4, 2013- February 28, 2013	664		4.50%	4.50%	February 15, 2031
February 4, 2013- February 28, 2013	4,623		5.50%	5.50%	February 15, 2043
March 4, 2013- March 28, 2013	3,832		4.00%	4.00%	March 15, 2020
March 4, 2013- March 28, 2013	984		4.125%-4.5%	4.24%	March 15, 2031
March 4, 2013- March 28, 2013	4,308		5.50%	5.50%	March 15, 2043
March 14, 2013- March 28, 2013(1)	1,225		L+3.00%	3.27%	March 15, 2023
	$	199,401

(1) Rate as of March 31, 2013 was 3.00% plus the Libor spot rate at issuance.

$5,784 remains to be amortized and is included within deferred financing costs on the consolidated statements of assets and liabilities.

During the three and nine months ended March 31, 2013, we recorded $2,784 and $5,462 of interest costs and amortization of financing costs on the Prospect Capital InterNotes® as interest expense, respectively.

Note 8. Financial Instruments Disclosed, But Not Carried, At Fair Value

The fair values of our financial liabilities disclosed, but not carried, at fair value as of March 31, 2013 disaggregated into the three levels of the ASC 820 valuation hierarchy are as follows:

	Fair Value Hierarchy

	Level 1		Level 2		Level 3		Total

Credit facility payable(1)	$	—	$	—	$	—	$	—
Senior convertible notes(2)	—		894,120		—		894,120
Senior unsecured notes(2)	105,960		249,375		—		355,335
Prospect Capital InterNotes®(3)	—		215,191		—		215,191
Total	$	105,960	$	1,358,686	$	—	$	1,464,646

(1) The carrying value of our credit facility payable approximates the fair value.

(2) We use available market quotes to estimate the fair value of the Senior Convertible Notes and Senior Unsecured Notes.

(3) The fair value of our Prospect Capital InterNotes® is estimated by discounting remaining payments using estimated current market rates.

The fair values of our financial liabilities disclosed, but not carried, at fair value as of June 30, 2012 disaggregated into the three levels of the ASC 820 valuation hierarchy are as follows:

	Fair Value Hierarchy

	Level 1		Level 2		Level 3		Total

Credit facility payable(1)	$	—	$	96,000	$	—	$	96,000
Senior convertible notes(2)	—		456,671		—		456,671
Senior unsecured notes(2)	99,560		—		—		99,560
Prospect Capital InterNotes ®(3)	—		20,280		—		20,280
Total	$	99,560	$	572,951	$	—	$	672,511

(1) The carrying value of our credit facility payable approximates the fair value.

(2) We use available market quotes to estimate the fair value of the Senior Convertible Notes and Senior Unsecured Notes.

(3) The fair value of our Prospect Capital InterNotes® is estimated by discounting remaining payments using estimated current market rates.

Note 9. Equity Offerings, Offering Expenses, and Distributions

We issued 97,916,280 and 13,500,000 shares of our common stock during the nine months ended March 31, 2013 and March 31, 2012, respectively. The proceeds raised, the related underwriting fees, the offering expenses and the prices at which these shares were issued are as follows:

Issuances of Common Stock	Number of Shares Issued	Gross Proceeds Raised		Underwriting Fees		Offering Expenses		Average Offering Price

During the nine months ended March 31, 2013:

July 2, 2012 – July 12, 2012(1)	2,247,275	$	26,040	$	260	$	—	$	11.59

July 16, 2012	21,000,000	$	234,150	$	2,100	$	300	$	11.15

July 27, 2012	3,150,000	$	35,123	$	315	$	—	$	11.15

September 13, 2012 – October 9, 2012(2)	8,010,357	$	94,610	$	946	$	638	$	11.81

November 7, 2012	35,000,000	$	388,500	$	4,550	$	814	$	11.10

December 13, 2012(3)	467,928	$	5,021	$	—	$	—	$	10.73

December 28, 2012(3)	897,906	$	9,581	$	—	$	—	$	10.67

December 31, 2012(3)	4,141,547	$	44,650	$	—	$	—	$	10.78

January 7, 2013 – February 5, 2013(4)	10,248,051	$	115,315	$	1,153	$	—	$	11.25

February 14, 2013 – March 28, 2013(5)	12,753,216	$	142,953	$	1,430	$	56	$	11.21

During the nine months ended March 31, 2013:

July 18, 2011	1,500,000	$	15,225	$	165	$	137	$	10.15

February 28, 2012	12,000,000	$	131,400	$	1,560	$	360	$	10.95

(1) On June 1, 2012, we established a fifth at-the-market program through which we may sell, from time to time and at our sole discretion 9,500,000 shares of our common stock. Through this program we issued 5,199,764 shares of our common stock at an average price of $11.38 per share, raising $59,170 of gross proceeds, from June 12, 2012 through July 12, 2012.

(2) On September 10, 2012, we established a sixth at-the-market program through which we may sell, from time to time and at our sole discretion 9,750,000 shares of our common stock. Through this program we issued 8,010,357 shares of our common stock at an average price of $11.81 per share, raising $94,610 of gross proceeds, from September 13, 2012 through October 9, 2012.

(3) On December 13, 2012, December 28, 2012 and December 31, 2012, we issued 467,928, 897,906 and 4,141,547 shares of our common stock, respectively, in conjunction with investments in controlled portfolio companies.

(4) On December 21, 2013, we established a seventh at-the-market program through which we may sell, from time to time and at our sole discretion 17,500,000 shares of our common stock. Through this program we issued 10,248,051 shares of our common stock at an average price of $11.25 per share, raising $115,315 of gross proceeds, from January 7, 2013 – February 5, 2013.

(5) On February 11, 2013, we established an eighth at-the-market program through which we may sell, from time to time and at our sole discretion 45,000,000 shares of our common stock. Through this program we issued 12,753,216 shares of our common stock at an average price of $11.21 per share, raising $142.953 of gross proceeds, from February 14, 2013 through March 28, 2013.

Our shareholders’ equity accounts at March 31, 2013 and June 30, 2012 reflect cumulative shares issued as of those respective dates. Our common stock has been issued through public offerings, through a registered direct offering, through the exercise of over-allotment options on the part of the underwriters, as payment for investments, and through our dividend reinvestment plan. 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.

On August 24, 2011, our Board of Directors approved a share repurchase plan under which we may repurchase up to $100,000 of our common stock at prices below our net asset value. We have not made any purchases of our common stock during the period from August 24, 2011 to March 31, 2013 pursuant to this plan. Prior to any repurchase we are required to notify shareholders of our intention to purchase our common stock. This notice lasts for six months after notice is given. The last notice was more than six months ago, therefore notice would be necessary before such repurchase could be effected.

On February 7, 2013, we announced the declaration of monthly dividends in the following amounts and with the following dates:

· $0.110050 per share for February 2013 to holders of record on February 28, 2013 with a payment date of March 21, 2013;

· $0.110075 per share for March 2013 to holders of record on March 29, 2013 with a payment date of April 18, 2013; and

· $0.110100 per share for April 2013 to holders of record on April 30, 2013 with a payment date of May 23, 2013.

On October 29, 2012, our Registration Statement on Form N-2 was declared effective by the SEC. Under this Shelf Registration Statement, as of March 31, 2013 we can issue up to $2,004,070 of additional debt and equity securities in the public market.

During the nine months ended March 31, 2013 and March 31, 2012, we issued 1,077,887 and 817,241 shares, respectively, of our common stock in connection with the dividend reinvestment plan.

At March 31, 2013, we have reserved 70,111,338 shares of our common stock for issuance upon conversion of the Senior Convertible Notes (See Note 5).

Note 10. Other Investment Income

Other investment income consists of structuring fees, overriding royalty interests, settlement of net profit interests, administrative agent fee, and other miscellaneous and sundry cash receipts. Income from such sources for the three and nine months ended March 31, 2013 and March 31, 2012 were as follows:

	For The Three Months Ended March 31,				For The Nine Months Ended March 31,
Income Source	2013		2012		2013		2012

Structuring, advisory and amendment fees	$	9,630	$	15,085	$	34,470	$	22,853
Overriding royalty interests	781		23		2,121		140
Administrative agent fee	89		92		241		210
Other Investment Income	$	10,500	$	15,200	$	36,832	$	23,203

Note 11. Net Increase in Net Assets per Common Share

The following information sets forth the computation of net increase in net assets resulting from operations per common share for the three and nine months ended March 31, 2013 and March 31, 2012, respectively.

	For The Three Months Ended March 31,				For The Nine Months Ended March 31,
	2013		2012		2013		2012
Net increase in net assets resulting from operations	$	44,429	$	50,209	$	138,167	$	154,601
Weighted average common shares outstanding	226,587,578		114,146,939		194,657,279		110,868,177
Net increase in net assets resulting from operations per common share	$	0.20	$	0.44	$	0.71	$	1.39

Note 12. Related Party Agreements and Transactions

Investment Advisory Agreement

We have entered into an investment advisory and management agreement with Prospect Capital Management (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, our 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.

Prospect Capital Management’s services under the Investment Advisory Agreement are not exclusive, and Prospect Capital Management 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 gross assets (including amounts borrowed). 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 base management fees incurred to the favor of the Investment Adviser for the three months ended March 31, 2013 and March 31, 2012 were $18,966, and $8,949, respectively. The fees incurred for the nine months ended March 31, 2013 and March 31, 2012 were $48,500, and $25,985, 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 appreciation or depreciation. 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 its portfolio. For the purpose of this calculation, an “investment” is defined as the total of all rights and claims which maybe 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 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 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 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.

For the three months ended March 31, 2013 and March 31, 2012, income incentive fees of $14,896 and $14,518, respectively, were incurred. For the nine months ended March 31, 2013 and March 31, 2012, income incentive fees of $58,207 and $30,614, respectively, were incurred. No capital gains incentive fees were incurred for the three or nine months ended March 31, 2013 and March 31, 2012.

Administration Agreement

We have also entered into an Administration Agreement with Prospect Administration, LLC (“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 compliance officer and chief financial officer and his staff. For the three months ended March 31, 2013 and 2012, the reimbursement was approximately $2,957 and $2,910, respectively. For the nine months ended March 31, 2013 and 2012, the reimbursement was approximately $7,280 and $5,143, respectively. 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 legal and managerial assistance to those portfolio companies to which we are required to provide such assistance, for which the fees collected are used to reduce the costs reimbursed by us. 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 our 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.

Managerial Assistance

As a business development company, we offer, and must provide upon request, managerial assistance to certain of our portfolio companies. This assistance could involve, among other things, monitoring the operations of our portfolio companies, participating in board and management meetings, consulting with and advising officers of portfolio

companies and providing other organizational and financial guidance. As of March 31, 2013 and June 30, 2012, $337 and $165 of managerial assistance fees remain on the consolidated statements of assets and liabilities as a payable to the Administrator.

Note 13. 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 these matters as they 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 such material litigation as of March 31, 2013.

Note 14. Financial Highlights

	For The Three Months Ended						For The Nine Months Ended
	March 31, 2013			March 31, 2012			March 31, 2013			March 31, 2012
Per Share Data(1):
Net asset value at beginning of period	$	10.81		$	10.69		$	10.83		$	10.36
Net investment income	0.26			0.51			1.20			1.10
Net realized (loss) gain	(0.03		)	0.22			(0.06		)	0.21
Net unrealized (depreciation) appreciation	(0.04		)	(0.29		)	(0.42		)	0.08
Net increase in net assets as a result of public offerings	0.04			–			0.14			—
Dividends declared and paid	(0.33		)	(0.31		)	(0.98		)	(0.93		)
Net asset value at end of period	$	10.71		$	10.82		$	10.71		$	10.82

Per share market value at end of period	$	10.91		$	10.98		$	10.91		$	10.98
Total return based on market value(2)	3.40		%	21.47		%	4.14		%	19.44		%
Total return based on net asset value(2)	2.07		%	4.02		%	7.51		%	14.85		%
Shares outstanding at end of period	238,628,037			121,923,931			238,628,037			121,923,931
Average weighted shares outstanding for period	226,587,578			114,146,939			194,657,279			110,868,177

Ratio / Supplemental Data:
Net assets at end of period (in thousands)	$	2,555,513		$	1,318,806		$	2,555,513		$	1,318,806
Annualized ratio of operating expenses to average net assets	9.93		%	12.06		%	10.47		%	10.55		%
Annualized ratio of net operating income to average net assets	9.76		%	18.65		%	13.77		%	13.49		%

Note 14. Financial Highlights

	Year		Year		Year		Year		Year

	Ended		Ended		Ended		Ended		Ended
	June 30, 2012		June 30, 2011		June 30, 2010		June 30, 2009		June 30, 2008
Per Share Data(1):
Net asset value at beginning of period	$	10.36	$	10.30	$	12.40	$	14.55	$	15.04
Costs related to the secondary public offering	–		–		–		–		(0.07		)
Net investment income	1.63		1.10		1.13		1.87		1.91
Realized gain (loss)	0.32		0.19		(0.87)		(1.24)		(0.69		)
Net unrealized (depreciation) appreciation	(0.28)		0.09		0.07		0.48		(0.05		)
Net (decrease) increase in net assets as a result of public offering	0.04		(0.08)		(0.85)		(2.11)		–
Net increase in net assets as a result of shares issued for Patriot acquisition	–		–		0.12		–		–
Dividends to shareholders	(1.24)		(1.24)		(1.70)		(1.15)		(1.59		)
Net asset value at end of period	$	10.83	$	10.36	$	10.30	$	12.40	$	14.55

Per share market value at end of period	$	11.39	$	10.11	$	9.65	$	9.20	$	13.18
Total return based on market value(2)	27.21%		17.22%		17.66%		(18.60%)		(15.90		%)
Total return based on net asset value(2)	18.03%		12.54%		(6.82%)		(0.61%)		7.84		%
Shares outstanding at end of period	139,633,870		107,606,690		69,086,862		42,943,084		29,520,379
Average weighted shares outstanding for period	114,394,554		85,978,757		59,429,222		31,559,905		23,626,642

Ratio / Supplemental Data:
Net assets at end of period	$	1,511,974	$	1,114,357	$	711,424	$	532,596	$	429,623
Portfolio turnover rate	29.06%		27.63%		21.61%		4.99%		31.07		%
Annualized ratio of operating expenses to average net assets	10.73%		8.47%		7.54%		9.03%		9.62		%
Annualized ratio of net investment income to average net assets	14.92%		10.60%		10.69%		13.14%		12.66		%

(1)

Financial highlights are based on weighted average shares.

(2)

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.

Note 15. Selected Quarterly Financial Data (Unaudited)

	Investment Income		Net Investment Income		Net Realized and Unrealized Gains (Losses)		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, 2010	35,212	0.47	20,995	0.28	4,585	0.06	25,580	0.34
December 31, 2010	33,300	0.40	19,080	0.23	12,861	0.16	31,940	0.38
March 31, 2011	44,573	0.51	23,956	0.27	9,803	0.11	33,759	0.38
June 30, 2011	56,391	0.58	30,190	0.31	(3,232)	(0.03)	26,959	0.28

September 30, 2011	55,342	0.51	27,877	0.26	12,023	0.11	39,900	0.37
December 31, 2011	67,263	0.61	36,508	0.33	27,984	0.26	64,492	0.59
March 31, 2012	95,623	0.84	58,072	0.51	(7,863)	(0.07)	50,209	0.44
June 30, 2012	102,682	0.82	64,227	0.52	(27,924)	(0.22)	36,303	0.29

September 30, 2012	123,636	0.76	74,027	0.46	(26,778)	(0.17)	47,249	0.29
December 31, 2012	166,035	0.85	99,216	0.51	(52,727)	(0.27)	46,489	0.24
March 31, 2013	120,195	0.53	59,585	0.26	(15,156)	(0.07)	44,429	0.20

(1)	Per share amounts are calculated using weighted average shares during period.

(2)	As adjusted for increase in earnings from Patriot.

Note 16. Subsequent Events

During the period from April 4, 2013 to May 2, 2013, we issued $64,216 in aggregate principal amount of our Prospect Capital InterNotes® for net proceeds of $62,586.

During the period from April 1, 2013 to May 3, 2013, we sold 4,477,037 shares of our common stock at an average price of $10.93 per share, and raised $48,944 of gross proceeds, under the ATM Program. Net proceeds were $48,586 after commissions to the broker-dealer on shares sold and offering costs.

On April 1, 2013, we refinanced our existing $38,472 senior secured loans to Ajax, increasing the size of our debt investment to $38,537.

On April 18, 2013, we issued 138,087 shares of our common stock in connection with the dividend reinvestment plan.

On April 19, 2013, we made an investment of $43,650 to purchase 97% of the subordinated notes in Mountain View CLO 2013-I Ltd.

On April 22, 2013, we provided $34,375 of senior secured financing to support the carve-out acquisition of Pegasus Financial Services (“PFS”) by investment funds managed by H.I.G. Capital. PFS is the world’s largest processor of commissions paid by hotels to travel agencies.

On April 25, 2013, we made an investment of $26,000 to purchase 50.9% of the subordinated notes in Brookside Mill CLO Ltd.

On April 30, 2013, we made a $21,247 follow-on investment in APH, to acquire Lofton Place Apartments and Vista at Palma Sola, residential properties located in Florida. We invested $3,247 of equity and $18,000 of debt in APH.

On April 30, 2013, we sold our investment in Fischbein, LLC for net proceeds of $3,168, recognizing a realized gain of $2,293 on the sale. In addition, there is $310 being held in escrow which will be recognized as additional gain when and if received.

On May 6, 2013, we announced the declaration of monthly dividends in the following amounts and with the following dates:

· $0.110125 per share for May 2013 to holders of record on May 31, 2013 with a payment date of June 20, 2013;

· $0.110150 per share for June 2013 to holders of record on June 28, 2013 with a payment date of July 18, 2013; and

· $0.110175 per share for July 2013 to holders of record on July 31, 2013 with a payment date of August 22, 2013; and

· $0.110200 per share for August 2013 to holders of record on August 30, 2013 with a payment date of September 19, 2013.

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)

References herein to “we,” “us” or “our” refer to Prospect Capital Corporation and its subsidiary unless the context specifically requires otherwise.

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this quarterly report on Form 10-Q. Historical results set forth are not necessarily indicative of our future financial position and results of operations. Any discussion relating to specific investments or portfolio loans herein should be read in conjunction with endnote 3 to the Consolidated Schedule of Investments included in our financial statements in order to determine whether all or any portion of such investment or loan is owned by our wholly-owned bankruptcy remote special purpose subsidiary, Prospect Capital Funding LLC and, accordingly, held as collateral for the revolving credit facility.

Note on Forward Looking Statements

Some of the statements in this report constitute forward-looking statements, which relate to future events or our future performance or financial condition. The forward-looking statements contained herein involve risks and uncertainties, including statements as to:

· our future operating results;

· our business prospects and the prospects of our portfolio companies;

· the impact of investments that we expect to make;

· our contractual arrangements and relationships with third parties;

· the dependence of our future success on the general economy and its impact on the industries in which we invest;

· the ability of our portfolio companies to achieve their objectives;

· our expected financings and investments;

· the adequacy of our cash resources and working capital; and

· the timing of cash flows, if any, from the operations of our portfolio companies.

We generally use words such as “anticipates,” “believes,” “expects,” “intends” and similar expressions to identify forward-looking statements. Our actual results could differ materially from those projected in the forward-looking statements for any reason, including the factors set forth in “Risk Factors” and elsewhere in this report.

We have based the forward-looking statements included in this report on information available to us on the date of this report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the Securities and Exchange Commission (“SEC”), including any annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

Overview

We are a financial services company that primarily lends to and invests in middle market privately-held companies. We are a closed-end investment company that has filed an election to be treated as a business development company under the Investment Company Act of 1940, or the 1940 Act. We invest primarily in first and second lien senior loans and mezzanine debt, which in some cases includes an equity component. First and second lien senior loans generally are senior debt instruments that rank ahead of subordinated 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. Mezzanine debt and our investments in collateralized loan obligation (‘‘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 depending on the tranche.

We seek to be a long-term investor with our portfolio companies. The aggregate value of our portfolio investments was $3,707,722 and $2,094,221 as of March 31, 2013 and June 30, 2012, respectively. During the nine months ended March 31, 2013, our net cost of investments increased by $1,695,800, or 80.8%, as a result of 56 new investments, 16 follow-on investments and six revolver advances of $2,263,854, accrued of payment-in-kind interest of $7,025, structuring fees of $33,578 and amortization of discounts and premiums of $13,624, while we received full repayment on seventeen investments, sold eight investments, impaired one investment, and received several partial prepayments, amortization payments and a revolver repayment, totaling $609,919.

Compared to the end of last fiscal year (ended June 30, 2012), net assets increased by $1,043,614, or 69.0% during the nine months ended March 31, 2013, from $1,511,974 to $2,555,588. This increase resulted from the issuance of new shares of our common stock (less offering costs) in the amount of $1,083,618, dividend reinvestments of $12,137, and $138,167 from operations. These increases, in turn, were offset by $190,308 in dividend distributions to our stockholders. The $138,167 increase in net assets resulting from operations is net of the following: net investment income of $232,828, net realized loss on investments of $12,362, and a decrease in net assets due to changes in net unrealized depreciation of investments of $82,299.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reported period. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ, and these differences could be material.

Third Quarter Highlights

Investment Transactions

On January 11, 2013, we provided $27,100 of debt financing to Correctional Healthcare Holding Company, Inc. (“CHC”), a national provider of correctional medical and behavioral healthcare solutions. The subordinated secured second lien loan bears interest in cash at 11.25% and has a final maturity of January 11, 2020.

On January 17, 2013, we made a $30,348 follow-on investment in APH Property Holdings, LLC (“APH”), to acquire 5100 Live Oaks Blvd, LLC, a multi-family residential property located in Tampa, Florida. We invested $2,748 of equity and $27,600 of debt in APH.

On January 24, 2013, we made an investment of $24,870 to purchase 56.14% of the subordinated notes in Cent 17 CLO Limited (“Cent 17 CLO”).

On January 24, 2013, we made an investment of $26,901 to purchase 50.12% of the subordinated notes in Octagon Investment Partners XV, Ltd (“Octagon”).

On January 29, 2013 we provided $8,000 of secured second lien financing to TGG Medical Transitory, Inc. (“TGG”), a developer of technologies for extracorporeal photopheresis treatments. The senior secured second-lien term loan bears interest in cash at the greater of 11.25% or Libor plus 10.0% and has a final maturity of June 27, 2018.

On January 31, 2013, we funded an acquisition of the subsidiaries of Nationwide Acceptance Holdings LLC (“Nationwide”), which operate a specialty finance business based in Chicago, Illinois, a $25,151 of combined debt and equity financing. The term loan bears interest in cash at the greater of 20.0% or Libor plus 18.5% and has a final maturity of January 31, 2023.

On February 5, 2013, we received a distribution of $3,250 related to our investment in NRG Manufacturing, Inc. (“NRG”), for which we realized a gain of the same amount. This is a partial release of the total amounts held in escrow with a remaining fair value of $3,568 as of March 31, 2013.

On February 5, 2013, we made a secured debt investment of $2,000 in Healogics, Inc. (“Healogics”), a provider of outpatient wound care management services located in Jacksonville, Florida. On the same day we fully exited the deal and realized a gain of $60 on this investment.

On February 13, 2013, we made an investment of $35,025 to purchase 50.34% of the subordinated notes in Galaxy XV CLO, Ltd (“Galaxy”).

On February 14, 2013, we made a $2,000 secured first-lien debt investment in J.G. Wentworth, LLC (“J.G. Wentworth”), the largest purchaser of structured settlement and annuity payments in the United States. The second lien term loan bears interest in cash at the greater of 9.0% or Libor plus 7.5% and has a final maturity of February 8, 2019.

On February 14, 2013, we provided $15,000 of senior secured financing to Speedy Group Holdings Corp. (“Speedy”), a leading provider of short-term loans and financial services in the United States, the United Kingdom and Canada. The unsecured subordinated term loan bears interest in cash at 12.0% and has a final maturity of November 15, 2017.

On February 15, 2013, we made a $6,000 secured second-lien debt investment in SESAC Holdco II LLC (“SESAC”), a performing rights organization based in Nashville, TN. The second lien term loan bears interest in cash at the greater of 10.0% or Libor plus 8.75% and has a final maturity of July 12, 2019.

On February 21, 2013, we provided $39,550 of senior secured first-lien financing to Healthcare Group (Puerto Rico), Inc. (“Atlantis”), a leading owner and operator of dialysis stations. The senior secured term loan bears interest in cash at the greater of 10.0% or Libor plus 8.0% and has a final maturity date of February 21, 2018.

On February 25, 2013, we made a $10,000 secured second lien loan and a $2,000 secured first-lien debt investment in Transaction Networks Services, Inc. (“TNS”), an international data communications company that provides networking, data communications and other value added services. On the same day we sold the $2,000 secured first lien debt instrument and realized a gain of $20 on this investment. The second lien term loan bears interest in cash at the greater of 9.0% or Libor plus 8.0% and has a final maturity of August 14, 2020.

On March 1, 2013, we made a $70,000 secured term loan investment in a subsidiary of Cinedigm DC Holdings, LLC (“Cinedigm”), the leading provider of digital cinema services, software and content marketing and distribution. The senior secured term loan bears interest in cash at the greater of 11.0% or Libor plus 9.0% and interest in kind of 2.5% and has a final maturity of March 31, 2021.

On March 6, 2013, we made a $5,000 follow-on investment in Rocket Software, Inc (“Rocket”). The senior secured second-lien term loan bears interest in cash at the greater of 10.25% or Libor plus 8.75% and has a final maturity of February 8, 2019.

On March 7, 2013, we made a secured second-lien follow-on investment of $60,000 in United Sporting Companies, Inc. (“USC”). The senior secured second-lien term loan bears interest in cash at the greater of 12.75% or Libor plus 11.0% and has a final maturity of May 16, 2018.

On March 8, 2013, we made an investment of $40,400 to purchase 78.60% of the subordinated notes in Halcyon Loan Advisors Funding 2013-I Ltd (“Halcyon”).

On March 12, 2013, we provided $12,000 of secured second-lien financing to ALG USA Holdings, LLC (“ALG”), a vertically integrated travel company that focuses on providing all-inclusive vacations in Mexico and the Caribbean to the U.S. customer. The senior secured second-lien term loan bears interest in cash at the greater of 10.25% or Libor plus 9.0% and has a final maturity of February 28, 2020.

On March 15, 2013, we made an investment of $44,063 to purchase 95.27% of the subordinated notes in Apidos CLO XII, Ltd (“Apidos XII”).

On March 18, 2013, we sold our $2,000 investment in J.G. Wentworth and realized a gain of $75 on this investment.

On March 18, 2013, we provided a $197,291 first-lien senior secured credit facility to support the refinancing of Capstone Logistics, LLC (“Capstone”), a logistics services portfolio company controlled by H.I.G. Capital (“H.I.G.”). After the financing, we received repayment of $30,705 of Term Loan A and $38,434 of Term Loan B previously outstanding. The Term Loan A note bears interest in cash at the greater of 6.5% or Libor plus 5.0% and has a final

maturity of September 16, 2016. The Term Loan B note bears interest in cash at the greater of 11.5% or Libor plus 10.0% and has a final maturity of September 16, 2016.

On March 27, 2013, we provided $100,000 of senior secured debt financing to support the recapitalization of Broder Bros., Co. (“Broder”), a leading distributor of imprintable sportswear and accessories in the United States. The senior secured term loan bears interest in cash at the greater of 10.75% or Libor plus 9.0% and has a final maturity of June 27, 2018.

On March 28, 2013, we sold our investment in New Meatco Provisions, LLC (“Meatco”) for net proceeds of approximately $1,965, recognizing a realized loss of $10,814 on the sale.

On March 29, 2013, we received net proceeds of $1,251 for the partial sale of our equity investment in Caleel + Hayden, LLC (“C&H”), realizing a gain of $900 on the sale.

Equity Issuance

During the period from January 7, 2013 to February 5, 2013, we sold 10,248,051 shares of our common stock at an average price of $11.25 per share, and raised $115,315 of gross proceeds, under the ATM Program. Net proceeds were $114,162 after commission to the broker-dealer on shares sold and offering costs.

During the period from February 15, 2013 to March 28, 2013, we sold 12,753,216 shares of our common stock at an average price of $11.21 per share, and raised $142,953 of gross proceeds, under the ATM Program. Net proceeds were $141,523 after commission to the broker-dealer on shares sold and offering costs.

On January 23, 2013, February 20, 2013 and March 21, 2013, we issued shares of our common stock in connection with the dividend reinvestment plan of 160,182, 160,941 and 132,237, respectively.

Dividend

On February 7, 2013, we announced the declaration of monthly dividends in the following amounts and with the following dates:

· $0.110050 per share for February 2013 to holders of record on February 28, 2013 with a payment date of March 21, 2013;

· $0.110075 per share for March 2013 to holders of record on March 29, 2013 with a payment date of April 18, 2013; and

· $0.110100 per share for April 2013 to holders of record on April 30, 2013 with a payment date of May 23, 2013.

Debt Issuance

On March 4, 2013, we entered into a Second Amended and Restated Selling Agent Agreement which continued our issuance of Prospect Capital InterNotes® on substantially the same terms and provides for our issuance of floating rate notes in addition to fixed rate notes. During the period from January 4, 2013 to March 28, 2013, we issued approximately $34,408 in aggregate principal amount of Prospect Capital InterNotes® for net proceeds of $33,359, as follows:

Date of Issuance	Principal Amount	Interest Rate Range	Weighted Average Interest Rate	Maturity Date

January 4, 2013- January 31, 2013	$ 4,427	4.00%-4.375%	4.15%	January 15, 2020
January 4, 2013- January 31, 2013	2,388	4.50%-4.875%	4.74%	January 15, 2031
January 4, 2013- January 31, 2013	9,338	5.50%-5.875%	5.63%	January 15, 2043
February 4, 2013- February 28, 2013	2,619	4.00%	4.00%	February 15, 2020
February 4, 2013- February 28, 2013	664	4.50%	4.50%	February 15, 2031
February 4, 2013- February 28, 2013	4,623	5.50%	5.50%	February 15, 2043
March 4, 2013- March 28, 2013	3,832	4.00%	4.00%	March 15, 2020
March 4, 2013- March 28, 2013	984	4.125%-4.5%	4.24%	March 15, 2031
March 4, 2013- March 28, 2013	4,308	5.50%	5.50%	March 15, 2043
March 14, 2013- March 28, 2013(1)	1,225	L+3.00%	3.27%	March 15, 2023
	$ 34,408

(1) Rate as of March 31, 2013 was 3.00% plus the Libor spot rate at issuance.

On March 15, 2013, we issued $250,000 in aggregate principal amount of 5.875% senior unsecured notes due 2023 (the “2023 Notes”) for net proceeds following underwriting and other expenses of approximately $243,525. Interest on the 2023 Notes is paid semi-annually. The 2023 Notes matured on March 15, 2023. (See Capitalization.)

Investment Holdings

As of March 31, 2013, we continue to pursue our diversified investment strategy. At March 31, 2013, approximately $3,707,722 or 145.1% of our net assets are invested in 120 long-term portfolio investments and CLOs and 9.9% of our net assets are invested in money market funds.

During the nine months ended March 31, 2013, we originated $2,297,432 of new investments. Our origination efforts are focused primarily on secured lending, to reduce the risk in the portfolio, investing primarily in first lien loans, and subordinated notes in CLOs, though we also continue to close selected junior debt and equity investments. In addition to targeting investments senior in corporate capital structures with our new originations, we have also increased our origination business mix of third party private equity sponsor owned companies, which tend to have more third party equity capital supporting our debt investments than non-sponsor transactions. Our annualized current yield was 13.9% as of June 30, 2012 and March 31, 2013 across all performing interest bearing investments. Monetization of equity positions that we hold is 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 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. Affiliated investments and affiliated companies 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.

As of March 31, 2013, we own controlling interests in AIRMALL USA, Inc. (“AIRMALL”), Ajax Rolled Ring & Machine, Inc. (“Ajax”), APH, AWCNC, LLC, Borga, Inc., CCPI Holdings, Inc. (“CCPI”), Credit Central Holdings of Delaware, LLC (“Credit Central”), Energy Solutions Holdings, Inc. (f/k/a Gas Solutions Holdings, Inc.) (“Energy Solutions”), First Tower Delaware, Manx Energy, Inc. (“Manx”), Nationwide, NMMB Holdings, Inc. (“NMMB”), R-V Industries, Inc. (“R-V”), The Healing Staff, Inc. (“THS”), Valley Electric Co. of Mt. Vernon, Inc. (“Valley Electric”) and Wolf Energy Holdings, Inc. (“Wolf”). We also own an affiliated interest in BNN Holdings Corp., (f/k/a Biotronic NeuorNetwork) (“Biotronic”), Boxercraft Incorporated (“Boxercraft”) and Smart, LLC.

The following is a summary of our investment portfolio by level of control at March 31, 2013 and June 30, 2012, respectively:

	March 31, 2013						June 30, 2012

Level of Control	Cost		Percent of Portfolio	Fair Value		Percent of Portfolio	Cost		Percent of Portfolio	Fair Value		Percent of Portfolio

Control	$	715,301	18.8%	$	675,305	18.2%	$	518,015	24.7%	$	564,489	27.0%
Affiliate	48,949		1.3%	41,745		1.1%	44,229		2.1%	46,116		2.2%
Non-control/Non-affiliate	3,030,863		79.9%	2,990,672		80.7%	1,537,069		73.2%	1,483,616		70.8%
Total Portfolio	$	3,795,113	100.0%	$	3,707,722	100.0%	$	2,099,313	100.0%	$	2,094,221	100.0%

The following is our investment portfolio presented by type of investment at March 31, 2013 and June 30, 2012, respectively:

	March 31, 2013						June 30, 2012

Type of Investment	Cost		Percent of Portfolio	Fair Value		Percent of Portfolio	Cost		Percent of Portfolio	Fair Value		Percent of Portfolio

Revolving Line of Credit	$	10,545	0.3%	$	9,930	0.3%	$	1,145	0.1%	$	868	0.0%
Senior Secured Debt	1,944,699		51.2%	1,878,542		50.7%	1,146,454		54.6%	1,088,019		52.0%
Subordinated Secured Debt	916,981		24.2%	876,859		23.6%	536,900		25.6%	480,147		22.9%
Unsecured Debt	189,133		5.0%	189,653		5.1%	72,617		3.5%	73,195		3.5%
CLO Debt	27,562		0.7%	29,844		0.8%	27,258		1.3%	27,717		1.3%
CLO Residual Interest	571,668		15.0%	582,939		15.7%	214,559		10.2%	218,009		10.4%
Preferred Stock	21,291		0.6%	5,767		0.2%	31,323		1.5%	29,155		1.4%
Common Stock	109,872		2.9%	110,699		3.0%	61,459		2.9%	137,198		6.6%
Membership Interests	1,090		0.0%	3,144		0.1%	5,437		0.2%	13,844		0.7%
Overriding Royalty Interests	—		—%	1,539		0.0%	—		—%	1,623		0.1%
Net Profit Interests	—		—%	5,791		0.2%	—		—%	—		—%
Escrows Receivable	—		—%	5,065		0.1%	—		—%	17,686		0.8%
Warrants	2,272		0.1%	7,950		0.2%	2,161		0.1%	6,760		0.3%
Total Portfolio	$	3,795,113	100.0%	$	3,707,722	100.0%	$	2,099,313	100.0%	$	2,094,221	100.0%

The following is our investments in interest bearing securities presented by type of security at March 31, 2013 and June 30, 2012, respectively:

	March 31, 2013						June 30, 2012


Level of Control	Cost		Percent of Debt Securities	Fair Value		Percent of Debt Securities	Cost		Percent of Debt Securities	Fair Value		Percent of Debt Securities

First Lien	$	1,955,244	53.4%	$	1,888,472	52.9%	$	1,147,599	57.4%	$	1,088,887	57.6%
Second Lien	916,981		25.1%	876,859		24.7%	536,900		26.9%	480,147		25.4%
Unsecured	189,133		5.2%	189,653		5.3%	72,617		3.6%	73,195		3.9%
CLO Residual Interest	571,668		15.6%	582,939		16.3%	214,559		10.7%	218,009		11.6%
CLO Debt	27,562		0.7%	29,844		0.8%	27,258		1.4%	27,717		1.5%
Total Debt Securities	$	3,660,588	100.0%	$	3,567,767	100.0%	$	1,998,933	100.0%	$	1,887,955	100.0%

The following is our investment portfolio presented by geographic location of the investment at March 31, 2013 and June 30, 2012, respectively:

	March 31, 2013						June 30, 2012


Geographic Location	Cost		Percent of Portfolio	Fair Value		Percent of Portfolio	Cost		Percent of Portfolio	Fair Value		Percent of Portfolio

Canada	$	101,751	2.7%	$	101,751	2.7%	$	15,134	0.7%	$	17,040	0.8%
Cayman Islands	599,230		15.8%	612,783		16.5%	241,817		11.5%	245,726		11.7%
Ireland	14,924		0.4%	15,000		0.4%	14,918		0.7%	15,000		0.7%
Midwest US	625,499		16.5%	579,633		15.6%	427,430		20.4%	377,139		18.0%
Northeast US	617,850		16.3%	630,254		17.0%	293,181		14.0%	313,437		15.0%
Puerto Rico	39,451		1.0%	39,451		1.1%	—		—%	—		— %
Southeast US	992,993		26.2%	956,160		25.8%	642,984		30.6%	634,945		30.4%
Southwest US	268,780		7.1%	255,317		6.9%	193,627		9.2%	234,433		11.2%
Western US	534,635		14.0%	517,373		14.0%	270,222		12.9%	256,501		12.2%
Total Portfolio	$	3,795,113	100.0%	$	3,707,722	100.0%	$	2,099,313	100.0%	$	2,094,221	100.0%

The following is our investment portfolio presented by industry sector of the investment at March 31, 2013 and June 30, 2012, respectively:

	March 31, 2013						June 30, 2012


Industry	Cost		Percent of Portfolio	Fair Value		Percent of Portfolio	Cost		Percent of Portfolio	Fair Value		Percent of Portfolio


Aerospace and Defense	$	56	0.0 %	$	—	— %	$	56	0.0 %	$	—	— %
Automobile / Auto Finance	28,122		0.7 %	27,676		0.7 %	32,806		1.6 %	32,478		1.6 %
Biotechnology	—		— %	14		0.0 %	—		— %	—		— %
Business Services	180,775		4.8 %	180,849		4.9 %	3,164		0.2 %	3,288		0.2 %
Chemicals	28,222		0.7 %	28,222		0.8 %	58,104		2.8 %	58,104		2.8 %
Commercial Services	252,295		6.6 %	252,295		6.8 %	80,418		3.8 %	80,407		3.8 %
Construction and Engineering	52,844		1.4 %	52,844		1.4 %	—		— %	—		— %
Consumer Finance	413,335		10.8 %	401,208		10.9 %	305,521		14.6 %	305,521		14.6 %
Consumer Services	258,439		6.8 %	260,272		7.0 %	146,335		7.0 %	147,809		7.1 %
Contracting	975		0.0 %	—		— %	15,949		0.8 %	—		— %
Diversified Financial Services	617,842		16.2 %	631,395		17.0 %	260,219		12.3 %	264,128		12.6 %
Diversified / Conglomerate Service	—		— %	—		— %	—		— %	35		0.0 %
Diversified Telecommunication Services	9,852		0.3 %	9,852		0.3 %	—		— %	—		— %
Durable Consumer Products	360,794		9.5 %	356,042		9.6 %	153,327		7.3 %	152,862		7.3 %
Ecological	141		0.0 %	306		0.0 %	141		0.0 %	240		0.0 %
Electronics	—		— %	147		0.0 %	—		— %	144		0.0 %
Energy	68,333		1.8 %	60,755		1.6 %	63,245		3.0 %	126,868		6.1 %
Food Products	131,980		3.5 %	132,868		3.6 %	101,975		4.9 %	96,146		4.5 %
Healthcare	276,747		7.3 %	275,022		7.5 %	141,990		6.8 %	143,561		6.9 %
Hotel, Restaurant & Leisure	11,764		0.3 %	11,764		0.3 %	—		— %	—		— %
Insurance	—		— %	—		— %	83,461		4.0 %	83,461		4.0 %
Machinery	1,271		0.0 %	3,839		0.1 %	4,684		0.2 %	6,485		0.3 %
Manufacturing	139,457		3.7 %	153,143		4.1 %	95,191		4.5 %	127,127		6.1 %
Media	148,264		3.9 %	138,595		3.7 %	165,866		7.9 %	161,843		7.7 %
Metal Services and Minerals	42,079		1.1 %	42,193		1.1 %	—		— %	—		— %
Oil and Gas Equipment Services	—		— %	—		— %	7,188		0.3 %	7,391		0.4 %
Oil and Gas Production	150,743		4.0 %	66,917		1.8 %	130,928		6.2 %	38,993		1.9 %
Personal and Nondurable Consumer Products	39,000		1.0 %	39,616		1.1 %	39,351		1.8 %	39,968		1.9 %
Production Services	—		— %	—		— %	268		0.0 %	2,040		0.1 %
Property Management	51,320		1.4 %	51,694		1.4 %	51,770		2.5 %	47,982		2.2 %
Real Estate	47,768		1.3 %	47,768		1.3 %	—		— %	—		— %
Retail	17,225		0.5 %	17,615		0.5 %	63		0.0 %	129		0.0 %
Software & Computer Services	181,646		4.8 %	182,831		4.9 %	53,908		2.6 %	54,711		2.6 %
Specialty Minerals	38,500		1.2 %	43,538		1.2 %	37,732		1.8 %	44,562		2.1 %
Textiles, Apparel & Luxury Goods	100,000		2.6 %	100,000		2.7 %	—		— %	—		— %
Textiles and Leather	16,370		0.4 %	8,868		0.2 %	15,123		0.7 %	17,161		0.8 %
Transportation	128,954		3.4 %	129,574		3.5 %	50,530		2.4 %	50,777		2.4 %

Total Portfolio	$	3,795,113	100.0 %	$	3,707,722	100.0 %	$	2,099,313	100.0 %	$	2,094,221	100.0 %

Portfolio Investment Activity

During the nine months ended March 31, 2013, we acquired $2,048,399 of new investments, completed follow-on investments in existing portfolio companies, totaling approximately $236,833, funded $12,200 of revolver advances, recorded PIK interest of $7,025 and amortization of discounts and premiums of $13,624, resulting in gross investment originations of $2,297,432. These investments are described briefly in the following:

On July 5, 2012, we made a senior secured debt investment of $28,000 to support the acquisition of Material Handling Services, LLC, d/b/a/ Total Fleet Solutions (“TFS”), a provider of forklift and other material handling equipment fleet management and procurement services, by funds managed by CI Capital Partners, LLC. The senior secured term loan bears interest in cash at the greater of 10.5% or Libor plus 8.50% and has a final maturity of July 5, 2017.

On July 16, 2012, we provided $15,000 of secured second lien financing to Pelican Products, Inc., a leading provider of unbreakable, watertight protective cases and technically advanced professional lighting equipment. The second lien term loan bears interest in cash at the greater of 11.5% or Libor plus 10.0% and has a final maturity of June 14, 2019.

On July 20, 2012, we provided $12,000 of senior secured financing to EIG Investors Corp (“EIG”), a provider of an array of online services such as web presence, domain hosting, e-commerce, e-mail and other related services to small- and medium-sized businesses. The second lien term loan bears interest in cash at the greater of 11.0% or Libor plus 9.5% and has a final maturity of October 22, 2018.

On July 20, 2012, we provided $10,000 of senior secured financing to FPG, LLC, a supplier of branded consumer and commercial products sold to the retail, foodservice, and hospitality sectors. The note payable bears interest in cash at the greater of 12.0% or Libor plus 11.0% and has a final maturity of January 20, 2017.

On July 27, 2012, we provided $85,000 of subordinated financing to support the acquisition of substantially all the assets of Arctic Glacier Income Funds by funds affiliated with H.I.G. The new company, Arctic Glacier U.S.A., Inc., will continue to conduct business under the ‘‘Arctic Glacier’’ name and be a leading producer, marketer, and distributor of high-quality packaged ice to consumers in Canada and the United States. The unsecured subordinated term loan bears interest in cash at 12.0% and interest in kind of 3.0% and has a final maturity of July 27, 2019.

On August 2, 2012, we provided a $27,000 secured loan to support the acquisition of New Star Metals, Inc (“New Star”), a provider of specialized processing services to the steel industry, by funds managed by Insight Equity Management Company. The senior subordinated note bears interest in cash at greater of 11.5% or Libor plus 8.5% and interest in kind of 1.0% and has a final maturity of February 2, 2018.

On August 3, 2012, we provided $120,000 senior secured financing, of which $110,000 was funded at closing, to support the acquisition of InterDent, Inc. (“Interdent”), a leading provider of dental practice management services to dental professional corporations and associations in the United States, by funds managed by H.I.G. The Term Loan A note bears interest in cash at the greater of 8.0% or Libor plus 6.5% and has a final maturity of August 3, 2017. The Term Loan B note bears interest in cash at the greater of 13.0% or Libor plus 10.0% and has a final maturity of August 3, 2017. The $10,000 senior secured revolver bears interest in cash at the greater of 10.5% or Libor plus 8.25% and has a final maturity of February 3, 2013.

On August 3, 2012, we provided $44,000 of secured subordinated financing to support the refinancing of New Century Transportation, Inc., a leading transportation and logistics company. The senior subordinated loan bears interest in cash at the greater of 12.0% or Libor plus 10.0% and interest in kind of 3.0% and has a final maturity of February 3, 2018.

On August 3, 2012, we provided $10,000 of senior secured financing to Pinnacle (US) Acquisition Co Limited, the largest multi-national software company focused on the delivery of analytical and information management solutions for the discovery and extraction of subsurface natural resources. The second lien term loan bears interest in cash at the greater of 10.5% or Libor plus 8.25% and has a final maturity of August 3, 2020.

On August 6, 2012, we made an investment of $22,210 to purchase 62.9% of the subordinated notes in Halcyon Loan Advisors Funding 2012-I, Ltd.

On August 7, 2012, we made an investment of $36,798 to purchase 95.0% of the subordinated notes in ING IM CLO 2012-II, Ltd.

On August 17, 2012, we made a secured second lien investment of $38,500 to support the recapitalization of American Gilsonite Company. The secured note bears interest in cash at 11.5% and has a final maturity of September 1, 2017. After the financing, we received repayment of the $37,732 loan previously outstanding on August 28, 2012.

On September 14, 2012, we invested an additional $10,000 in Hoffmaster Group, Inc. The second lien term loan bears interest in cash at the greater of 11.0% or Libor plus 9.5% and has a final maturity of January 3, 2019.

On September 14, 2012, we made a secured investment of $135,000 to support the recapitalization of Progrexion Holdings, Inc (“Progrexion”). Concurrent with the financing, we received repayment of the $62,680 loans that were previously outstanding. The senior secured loan bears interest in cash at the greater of 10.5% or Libor plus 8.5% and has a final maturity of September 14, 2017.

On September 27, 2012, we made an investment of $45,746 to purchase 95% of the subordinated notes in ING IM CLO 2012-III, Ltd.

On September 28, 2012, we made an unsecured investment of $10,400 to support the acquisition of Evanta Ventures, Inc., a diversified event management company. The subordinated note bears interest in cash at 12.0% and interest in kind of 1.0% and has a final maturity of September 28, 2018.

On September 28, 2012, we made a secured second lien investment of $100,000 to support the recapitalization of USC, a national distributor of hunting, outdoor, marine and tackle products. The secured loan bears interest in cash at the greater of 12.75% or Libor plus 11.0% and has a final maturity of May 16, 2018.

On October 3, 2012, we made a senior secured investment of $21,500 to support the acquisition of CP Well Testing, LLC, a leading provider of flowback services to oil and gas companies operating in Western Oklahoma and the Texas Panhandle. The first lien note bears interest in cash at the greater of 13.5% or Libor plus 11.0% and has a final maturity of October 3, 2017.

On October 11, 2012, we made a secured second lien investment of $12,000 in Deltek, Inc., an enterprise software and information solutions provider for professional services firms, government contractors, and government agencies. The second lien note bears interest in cash at the greater of 10.0% or Libor plus 8.75% and has a final maturity of October 10, 2019.

On October 12, 2012, we made a senior secured investment of $42,000 to support the acquisition of Gulf Coast Machine and Supply Company, a preferred provider of value-added forging solutions to energy and industrial end markets. The first lien note bears interest in cash at the greater of 10.5% or Libor plus 8.5% and has a final maturity of October 12, 2017.

On October 18, 2012, we made a follow-on senior secured debt investment of $20,000 in First Tower Delaware, to support seasonal growth in finance receivables due to increased holiday borrowing activity among its customer base. The first lien note bears interest in cash at the greater of 20.0% or Libor plus 18.5% and has a final maturity of June 30, 2022.

On October 24, 2012, we made an investment of $7,800 in APH, to acquire an industrial real estate property occupied by Filet-of-Chicken, a chicken processor in Georgia. We invested $1,809 of equity and $6,000 of debt in APH. The first lien note bears interest in cash at the greater of 10.5% or Libor plus 8.5% and interest in kind of 2.0% and has a final maturity of October 24, 2020.

On November 5, 2012, we made an investment of $39,475 to purchase 95.0% of the income notes in ING IM CLO 2012-IV, LTD.

On November 9, 2012 we made a secured second lien investment of $22,000 to support the recapitalization of EIG. Concurrent with the financing, we received a repayment of the $12,000 loan previously outstanding. The new note bears interest in cash at the greater of 10.25% or Libor plus 9.0% and has a final maturity of May 9, 2020.

On November 26, 2012 we made a secured second lien investment of $22,000 in The Petroleum Place, Inc., a provider of enterprise resource planning software focused on the oil & gas industry. The second lien note bears interest in cash at the greater of 10.0% or Libor plus 8.75% and has a final maturity of May 20, 2019.

On November 30, 2012 we made a secured second lien investment of $9,500 to support the recapitalization of R-V. The second lien note bears interest in cash at the greater of 12.0% or Libor plus 9.0% and has a final maturity of May 30, 2018. As part of the recapitalization, we received a dividend of $11,073 for our investment in R-V’s common stock.

On December 6, 2012, we made an investment of $38,291 to purchase 90% of the subordinated notes in Apidos CLO XI, LLC.

On December 13, 2012, we completed a $33,921 recapitalization of CCPI, an international manufacturer of refractory materials and other consumable products for industrial applications. Through the recapitalization, Prospect acquired a controlling interest in CCPI for $28,334 in cash and 467,928 unregistered shares of our common stock. The first lien note issued to CCPI bears interest in cash at a fixed rate of 10.0% and has a final maturity of December 31, 2017. The first lien note issued to CCPI Holdings bears interest in cash at a fixed rate of 12.0% and interest in kind of 7.0%, and has a final maturity of June 30, 2018.

On December 14, 2012, we provided $10,000 of first-lien financing to support the recapitalization of Prince Mineral Holding Corp., a leading global specialty mineral processor and consolidator. The first lien note bears interest in cash at a fixed rate of 11.5% and has a final maturity of December 15, 2019.

On December 14, 2012, we made a $3,000 follow-on investment in Focus Brands, Inc. The second lien note bears interest in cash at the greater of 10.25% or Libor plus 9.0% and has a final maturity of August 21, 2018.

On December 17, 2012, we made a $39,800 first-lien investment in Coverall Health-Based Cleaning Systems, a leading franchiser of commercial cleaning businesses. The first lien note bears interest in cash at the greater of 11.5% or Libor plus 8.5% and has a final maturity of December 17, 2017.

On December 17, 2012, we made a $38,150 first-lien follow-on investment in TFS, to support the acquisition of Miner Holding Company, Inc. The first lien note bears interest in cash at the greater of 10.0% or Libor plus 8.0% and has a final maturity of December 21, 2017.

On December 17, 2012, we made a secured debt investment of $30,000 to support the recapitalization of Biotronic. After the financing, we received payment of the $26,227 loan that was previously outstanding. The new note bears interest in cash at the greater of 10.0% or Libor plus 8.0% and has a final maturity of December 17, 2017.

On December 19, 2012, we provided $17,500 of senior secured second-lien financing to Grocery Outlet, Inc., to support the recapitalization of a retailer of food, beverages and general merchandise. The second lien note bears interest in cash at the greater of 10.5% or Libor plus 9.25% and has a final maturity of June 17, 2019.

On December 19, 2012, we provided $23,200 of senior secured second-lien financing to support the recapitalization of TB Corp., a Mexican restaurant chain. The second lien note bears interest in cash at a fixed rate of 12.0% and interest in kind of 1.5%, and has a final maturity of December 18, 2018.

On December 20, 2012, we made an additional follow-on senior secured debt investment of $19,500 to support the recapitalization of Progrexion. After the financing, we now hold $154,500 of senior secured debt of Progrexion. The first lien note bears interest in cash at the greater of 10.5% or Libor plus 8.5% and has a final maturity of September 14, 2017.

On December 21, 2012, we made a $10,000 senior secured second-lien follow-on investment in Seaton Corp. The second lien note bears interest in cash at the greater of 12.5% or Libor plus 9.0% and interest in kind of 2.0%, and has a final maturity of March 14, 2015.

On December 21, 2012, we made a $37,500 senior secured first-lien investment in Lasership, Inc., a leading provider of regional same day and next day distribution services for premier e-commerce and product supply businesses. The first lien note bears interest in cash at the greater of 10.25% or Libor plus 8.25% and has a final maturity of December 21, 2017.

On December 21, 2012, we made a $12,000 senior secured first-lien follow-on investment in FPG, LLC, a supplier of branded consumer and commercial products sold to the retail, foodservice, and hospitality sectors. The first lien note bears interest in cash at the greater of 12.0% or Libor plus 11.0% and has a final maturity of January 20, 2017.

On December 24, 2012, we made a follow-on secured debt investment of $5,000 in New Star. The second lien note bears interest in cash at the greater of 11.5% or Libor plus 8.5% and interest in kind of 1.0%, and has a final maturity of February 2, 2018.

On December 24, 2012, we made a $7,000 second-lien secured investment in Aderant North America, Inc., a leading provider of enterprise software solutions to professional services organizations. The first lien note bears interest in cash at the greater of 11.0% or PRIME plus 7.75% and has a final maturity of June 20, 2019.

On December 28, 2012, we made a $9,500 second-lien secured investment in APH, to acquire Abbington Pointe, Inc., a multi-family property in Marietta, Georgia. We invested $3,193 of equity and $6,400 of debt in APH. The second lien note bears interest in cash at the greater of 10.5% or Libor plus 8.50% and interest in kind of 2.0% and has a final maturity of October 24, 2020.

On December 28, 2012, we made a $5,000 second-lien secured investment in TransFirst Holdings, Inc., a payments processing firm that provides electronic credit card authorization to merchants located throughout the United States. The second lien note bears interest in cash at the greater of 11.0% or Libor plus 9.75% and has a final maturity of June 27, 2018.

On December 28, 2012, we completed a $47,900 recapitalization of Credit Central, a branch-based provider of installment loans. Through the recapitalization, we acquired a controlling interest in Credit Central for $38,082 in cash and 897,906 unregistered shares of our common stock. The first lien note bears interest in cash at the greater of 20.0% or Libor plus 18.50% and has a final maturity of December 31, 2020.

On December 28, 2012, we made a $3,600 follow-on subordinated unsecured investment in Ajax. The unsecured note bears interest in cash at the greater of 11.5% or Libor plus 8.50% and interest in kind of 6.00% and has a final maturity of December 31, 2017.

On December 28, 2012, we made a $30,000 first-lien senior secured investment to support the recapitalization of Spartan Energy Services, LLC, a leading provider of thru tubing and flow control services to oil and gas companies. The first lien note bears interest in cash at the greater of 10.5% or Libor plus 9.0% and has a final maturity of December 28, 2017.

On December 31, 2012, we provided $32,000 senior secured loan to support the acquisition of System One Holdings, LLC, a leading provider of professional staffing services, by investment funds managed by MidOcean Partners. The first lien note bears interest in cash at the greater of 11.0% or Libor plus 9.5% and has a final maturity of December 31, 2018.

On December 31, 2012, we funded a recapitalization of Valley Electric with $52,098 of combined debt and equity financing. Through the recapitalization, we acquired a controlling interest in Valley Electric for $7,449 in cash and 4,141,547 unregistered shares of our common stock. The first lien note issued to Valley Electric bears interest in cash at the greater of 8.0% or Libor plus 5.0% and interest in kind of 2.5%, and has a final maturity of December 31, 2017. The first lien note issued to Valley Electric Holdings bears interest in cash at the greater of 9.0% or Libor plus 6.0% and interest in kind of 9.0%, and has a final maturity of December 31, 2018.

On December 31, 2012, we provided $70,000 of secured second-lien debt financing for the acquisition of Thomson Reuters Property Tax Services by Ryan, LLC. The second lien note bears interest in cash at the greater of 12.0% or Libor plus 9.0% and interest in kind of 3.0%, and has a final maturity of June 30, 2018.

On January 11, 2013, we provided $27,100 of debt financing to CHC, a national provider of correctional medical and behavioral healthcare solutions. The subordinated secured second lien loan bears interest in cash at 11.25% and has a final maturity of January 11, 2020.

On January 17, 2013, we made a $30,348 follow-on investment in APH, to acquire 5100 Live Oaks Blvd, LLC, a multi-family residential property located in Tampa, Florida. We invested $2,748 of equity and $27,600 of debt in APH Property Holdings, LLC.

On January 24, 2013, we made an investment of $24,870 to purchase 56.14% of the subordinated notes in Cent 17 CLO.

On January 24, 2013, we made an investment of $26,901 to purchase 50.12% of the subordinated notes in Octagon.

On January 29, 2013 we provided $8,000 of secured second lien financing to TGG, a developer of technologies for extracorporeal photopheresis treatments. The senior secured second-lien term loan bears interest in cash at the greater of 11.25% or Libor plus 10.0% and has a final maturity of June 27, 2018.

On January 31, 2013, we funded an acquisition of the subsidiaries of Nationwide, which operate a specialty finance business based in Chicago, Illinois, a $25,151 of combined debt and equity financing. The term loan bears interest in cash at the greater of 20.0% or Libor plus 18.5% and has a final maturity of January 31, 2023.

On February 5, 2013, we received a distribution of $3,250 related to our investment in NRG, for which we realized a gain of the same amount. This is a partial release of the total amounts held in escrow with a remaining fair value of $3,568 as of March 31, 2013.

On February 5, 2013, we made a secured debt investment of $2,000 in Healogics, a provider of outpatient wound care management services located in Jacksonville, Florida. On the same day we fully exited the deal and realized a gain of $60 on this investment.

On February 13, 2013, we made an investment of $35,025 to purchase 50.34% of the subordinated notes in Galaxy.

On February 14, 2013, we made a $2,000 secured first-lien debt investment in J.G. Wentworth, the largest purchaser of structured settlement and annuity payments in the United States. The second lien term loan bears interest in cash at the greater of 9.0% or Libor plus 7.5% and has a final maturity of February 8, 2019.

On February 14, 2013, we provided $15,000 of senior secured financing to Speedy, a leading provider of short-term loans and financial services in the United States, the United Kingdom and Canada. The unsecured subordinated term loan bears interest in cash at 12.0% and has a final maturity of November 15, 2017.

On February 15, 2013, we made a $6,000 secured second-lien debt investment in SESAC, a performing rights organization based in Nashville, TN. The second lien term loan bears interest in cash at the greater of 10.0% or Libor plus 8.75% and has a final maturity of July 12, 2019.

On February 21, 2013, we provided $39,550 of senior secured first-lien financing to Atlantis, a leading owner and operator of dialysis stations. The senior secured term loan bears interest in cash at the greater of 10.0% or Libor plus 8.0% and has a final maturity date of February 21, 2018.

On February 25, 2013, we made a $10,000 secured second lien loan and a $2,000 secured first-lien debt investment in TNS, an international data communications company that provides networking, data communications and other value added services. On the same day we sold the $2,000 secured first lien debt instrument and realized a gain of $20 on this investment. The second lien term loan bears interest in cash at the greater of 9.0% or Libor plus 8.0% and has a final maturity of August 14, 2020.

On March 1, 2013, we made a $70,000 secured term loan investment in a subsidiary of Cinedigm, the leading provider of digital cinema services, software and content marketing and distribution. The senior secured term loan bears interest in cash at the greater of 11.0% or Libor plus 9.0% and interest in kind of 2.5% and has a final maturity of March 31, 2021.

On March 6, 2013, we made a $5,000 follow-on investment in Rocket. The senior secured second-lien term loan bears interest in cash at the greater of 10.25% or Libor plus 8.75% and has a final maturity of February 8, 2019.

On March 7, 2013, we made a secured second-lien follow-on investment of $60,000 in USC. The senior secured second-lien term loan bears interest in cash at the greater of 12.75% or Libor plus 11.0% and has a final maturity of May 16, 2018.

On March 8, 2013, we made an investment of $40,400 to purchase 78.60% of the subordinated notes in Halcyon.

On March 12, 2013, we provided $12,000 of secured second-lien financing to ALG, a vertically integrated travel company that focuses on providing all-inclusive vacations in Mexico and the Caribbean to the U.S. customer. The senior secured second-lien term loan bears interest in cash at the greater of 10.25% or Libor plus 9.0% and has a final maturity of February 28, 2020.

On March 15, 2013, we made an investment of $44,063 to purchase 95.27% of the subordinated notes in Apidos XII.

On March 18, 2013, we provided a $197,291 first-lien senior secured credit facility to support the refinancing of Capstone, a logistics services portfolio company controlled by H.I.G. After the financing, we received repayment of $30,705 of Term Loan A and $38,434 of Term Loan B previously outstanding. The Term Loan A note bears interest in cash at the greater of 6.5% or Libor plus 5.0% and has a final maturity of September 16, 2016. The Term Loan B note bears interest in cash at the greater of 11.5% or Libor plus 10.0% and has a final maturity of September 16, 2016.

On March 27, 2013, we provided $100,000 of senior secured debt financing to support the recapitalization of Broder, a leading distributor of imprintable sportswear and accessories in the United States. The senior secured term loan bears interest in cash at the greater of 10.75% or Libor plus 9.0% and has a final maturity of June 27, 2018.

During the nine months ended March 31, 2013, we completed a partial sale of one investment and closed-out seventeen positions which are briefly described below.

On July 24, 2012, we sold our 3,821 shares of Iron Horse Coiled Tubing, Inc. (“Iron Horse”) common stock in connection with the exercise of an equity buyout option, receiving $2,040 of net proceeds and realizing a gain of approximately $1,772 on the sale.

On August 3, 2012, Pinnacle Treatment Centers, Inc. repaid the $17,475 loan receivable to us.

On August 10, 2012, U.S. HealthWorks Holding Company, Inc. repaid the $25,000 loan receivable to us.

On September 20, 2012, Fischbein, LLC (“Fischbein”) repaid the $3,425 loan receivable to us.

On October 5, 2012, Northwestern Management Services, LLC (“Northwestern”) repaid the $15,092 loan receivable to us and we sold our 50 shares of Northwestern common stock for total proceeds of $2,233, realizing a gain of $1,862.

On October 16, 2012, Blue Coat Systems, Inc. repaid the $25,000 loan receivable to us.

On October 18, 2012, Hi-Tech Testing Services, Inc. and Wilson Inspection X-Ray Services, Inc. repaid the $7,200 loan receivable to us.

On October 19, 2012, Mood Media Corporation repaid the $15,000 loan receivable to us.

On October 31, 2012, Shearer’s Foods, Inc. (“Shearer’s”) repaid the $37,999 loan receivable to us. On November 7, 2012, we redeemed our membership interests in Mistral Chip Holdings, LLC, Mistral Chip Holdings 2, LLC and Mistral Chip Holdings 3, LLC in connection with the sale of Shearer’s, receiving $6,022 of net proceeds and realizing a gain of approximately $2,027 on the redemption.

On November 8, 2012, Potters Holdings II, L.P. repaid the $15,000 loan receivable to us.

On November 15, 2012, Renaissance Learning, Inc. repaid the $6,000 loan receivable to us.

On December 3, 2012, VanDeMark Chemicals, Inc. repaid the $29,658 loan receivable to us.

On December 7, 2012, Hudson Products Holdings, Inc. (“Hudson”) repaid the $6,267 loan receivable to us.

On December 21, 2012, ST Products, LLC repaid the $23,162 loan receivable to us.

On December 21, 2012, SG Acquisition, Inc. repaid the $83,242 loan receivable to us.

On March 18, 2013, we sold our $2,000 investment in J.G. Wentworth and realized a gain of $75 on this investment.

On March 28, 2013, we sold our investment in Meatco for net proceeds of approximately $1,965, recognizing a realized loss of $10,814 on the sale.

On March 29, 2013, we received net proceeds of $1,251 for the partial sale of our equity investment in C&H, realizing a gain of $900 on the sale.

In addition to the repayments noted above, during the nine months ended March 31, 2013 we received principal amortization payments of $13,583 on several loans, and $51,078 of partial prepayments primarily related to Byrider Systems Acquisition Corp, Capstone, Cargo Airport Services USA, LLC, Energy Solutions, NMMB and Northwestern.

On January 4, 2012, Energy Solutions sold its gas gathering and processing assets (‘‘Gas Solutions’’) for a sale price of $199,805, adjusted for the final working capital settlement, including a potential earnout of $28,000 that will be paid based on the future performance of Gas Solutions. We do not know the timing, if any, related to this potential earnout and have valued the $28,000 at zero as of March 31, 2013. After expenses, including structuring fees of $9,966 paid to us, Energy Solutions received approximately $158,687 in cash. Currently, a portion of our loans to Energy Solutions remain outstanding and are collateralized by the cash held by Energy Solutions after the sale transaction. The sale of Gas Solutions by Energy Solutions resulted in significant earnings and profits, as defined by the Internal Revenue Code, at Energy Solutions for calendar year 2012. As a result, distributions from Energy Solutions to us were required to be recognized as dividend income, in accordance with ASC 946, Financial Services—Investment Companies, as cash distributions are received from Energy Solutions to the extent there are current year earnings and profits sufficient to support such recognition. During the nine months ended March 31, 2013, Energy Solutions repaid $24,250 of senior secured debt. We received a $16,952 make-whole fee for early repayment of the outstanding loan, which was recorded as interest income during the nine months ended March 31, 2013. During the nine months ended March 31, 2013, we received distributions of $53,820 from Energy Solutions which were recorded as dividend income. We received no such distributions during the three months ended March 31, 2013. Energy Solutions continues to hold $23,576 of cash for future investment and repayment of the remaining debt.

repayment of ROM Acquisition Corp (“ROM”). Included in the $3,348 recorded during the nine months ended March 31, 2012 is $2,417 of normal accretion and $931 of accelerated accretion resulting from the repayments of Mac & Massey Holdings LLC and ROM.

The following is a quarter-by-quarter summary of our investment activity:

Quarter-End	Acquisitions(1)		Dispositions(2)

March 31, 2013	$	784,395	$	102,527
December 31, 2012	772,125		349,269
September 30, 2012	747,937		158,123
June 30, 2012	573,314		146,292
March 31, 2012	170,073		188,399
December 31, 2011	154,697		120,206
September 30, 2011	222,575		46,055
June 30, 2011	312,301		71,738
March 31, 2011	359,152		78,571
December 31, 2010	140,933		67,405
September 30, 2010	140,951		68,148
June 30, 2010	88,973		39,883
March 31, 2010	59,311		26,603
December 31, 2009(3)	210,438		45,494
September 30, 2009	6,066		24,241
June 30, 2009	7,929		3,148
March 31, 2009	6,356		10,782
December 31, 2008	13,564		2,128
September 30, 2008	70,456		10,949
June 30, 2008	118,913		61,148
March 31, 2008	31,794		28,891
December 31, 2007	120,846		19,223
September 30, 2007	40,394		17,949
June 30, 2007	130,345		9,857
March 31, 2007	19,701		7,731
December 31, 2006	62,679		17,796
September 30, 2006	24,677		2,781
June 30, 2006	42,783		5,752
March 31, 2006	15,732		901
December 31, 2005	—		3,523
September 30, 2005	25,342		—
June 30, 2005	17,544		—
March 31, 2005	7,332		—
December 31, 2004	23,771		32,083
September 30, 2004	30,371		—
Since inception	$	5,553,770	$	1,767,596

(1) Includes new deals, additional fundings, refinancings and PIK interest.

(2) Includes scheduled principal payments, prepayments and refinancings.

(3) The $210,438 of acquisitions for the quarter ended December 31, 2009 includes $207,126 of portfolio investments acquired from Patriot.

Investment Valuation

In determining the fair value of our portfolio investments at March 31, 2013 the Audit Committee considered valuations from the independent valuation firms and from management having an aggregate range of $3,616,948 to $3,908,509, excluding money market investments.

In determining the range of value for debt instruments, management and the independent valuation firms generally shadow rated the investment and then based upon the range of ratings, determined appropriate yields to maturity for a loan rated as such. A discounted cash flow analysis was then prepared using the appropriate yield to maturity as the discount rate, yielding the ranges. For equity investments, the enterprise value was determined by applying EBITDA multiples for similar recent investment sales. For stressed equity investments, a liquidation analysis was prepared.

In determining the range of value for our investments in CLOs, management and the independent valuation firms used discounted cash flow models. The valuations were accomplished through the analysis of the CLO deal structures to identify the risk exposures from the modeling point of view. For each security, the most appropriate valuation approach was chosen from alternative approaches to ensure the most accurate valuation for each security. A discounted cash flow model is prepared, utilizing a waterfall engine to store the collateral data, generate collateral cash flows from the assets, and distributes the cash flow to the liability structure based on the payment priorities, and discount them back using proper discount rates that incorporate all the risk factors.

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 analysis, applied to each investment, was a total valuation of $3,707,722, excluding money market investments.

Our portfolio companies are generally lower middle market companies, outside of the financial sector, with less than $150,000 of annual EBITDA. We believe our market 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. Several control investments in our portfolio are under enhanced scrutiny by our senior management and our Board of Directors and are discussed below.

AIRMALL USA, Inc.

AIRMALL is a leading developer and manager of airport retail operations. AIRMALL has developed and presently manages all or substantially all of the retail operations and food and beverage concessions at Baltimore/Washington International Thurgood Marshall Airport (BWI), Boston Logan International Airport (BOS), Cleveland Hopkins International Airport (CLE) and Pittsburgh International Airport (PIT). AIRMALL does so pursuant to long-term, infrastructure-like contracts with the respective municipal agencies that own and operate the airports.

On July 30, 2010, we invested $52,420 of combined debt and equity as follows: $30,000 senior term loan, $12,500 senior subordinated note and $9,920 preferred equity. We own 100% of AIRMALL’s equity securities. AIRMALL’s financial performance has been consistent since the acquisition and we continue to monitor the medium to long-term growth prospects for the company.

As a result of improved operating results, the Board of Directors increased the fair value of our investment in AIRMALL to $51,694 as of March 31, 2013, a premium of $374 from its amortized cost, compared to the $3,788 unrealized depreciation recorded at June 30, 2012.

Ajax Rolled Ring & Machine, Inc.

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.

We acquired a controlling equity interest in Ajax in a recapitalization of Ajax that was closed on April 4, 2008. We funded $22,000 of senior secured term debt, $11,500 of subordinated term debt and $6,300 of equity as of that closing. During the fiscal year ended June 30, 2010, we funded an additional $3,530 of secured subordinated debt to refinance a third-party revolver provider and provide working capital. Ajax repaid $3,461 of this secured subordinated debt during the quarter ended September 30, 2010. During the quarter ended December 31, 2012, we funded an additional $3,600 of unsecured debt to refinance first-lien debt held by Wells Fargo. As of March 31, 2013, we control 78.01% of the fully-diluted common and preferred equity. The principal balance of our senior debt to Ajax was $19,837 and our subordinated debt was $18,635 as of March 31, 2013.

Due to soft operating results in the three months ended December 31, 2012, the Board of Directors decreased the fair value of our investment in Ajax to $38,472 as of March 31, 2013, a reduction of $6,057 from its amortized cost, compared to the $11,151 unrealized appreciation recorded at June 30, 2012.

Energy Solutions Holdings Inc. (f/k/a Gas Solutions Holdings, Inc.)

Energy Solutions owns interests in other companies operating in the energy sector. These include operating offshore supply vessels and ownerships of a non-operating biomass plant and several coal mines. Energy Solutions subsidiaries formerly owned interests in a gas gathering and processing system in east Texas.

In December 2011, we completed a reorganization of Gas Solutions Holdings, Inc. renaming the company Energy Solutions and transferring ownership of other operating companies owned by us and operating within the energy industry with the intent of strategically expanding Energy Solutions operations across energy sectors. As part of the reorganization, we transferred our equity interests in CCEHI, CCEI, Freedom Marine and Yatesville to Energy Solutions. On December 28, 2011, we made a follow-on investment of $4,750 to support the acquisition of a new vessel by Vessel Holdings LLC, a subsidiary of Freedom Marine.

On January 4, 2012, Energy Solutions sold Gas Solutions for a sale price of $199,805, adjusted for the final working capital settlement, including a potential earnout of $28,000 that will be paid based on the future performance of Gas Solutions. After expenses, including structuring fees of $9,966 paid to us, Energy Solutions received approximately $158,687 in cash. Currently, our loans to Energy Solutions remain outstanding and are collateralized by the cash held by Energy Solutions after the sale transaction. The sale of Gas Solutions by Energy Solutions has resulted in significant earnings and profits, as defined by the Internal Revenue Code, at Energy Solutions for calendar year 2012. As a result, distributions from Energy Solutions to us were required to be recognized as dividend income, in accordance with ASC 946, Financial Services – Investment Companies, as cash distributions are received from Energy Solutions to the extent there are current year earnings and profits sufficient to support such recognition.

In determining the value of Energy Solutions, we have utilized two valuation techniques to determine the value of the investment. Our Board of Directors has determined the value to be $30,942 for our debt and equity positions at March 31, 2013 based upon a combination of a current value method for the cash balances of Energy Solutions and a liquidation analysis for our interests in CCEHI, CCEI, Freedom Marine and Yatesville. At March 31, 2013 and June 30, 2012, Energy Solutions, including the underlying portfolio companies affected by the reorganization, was valued at $7,578 below and $63,623 above its amortized cost, respectively. We received distributions of $53,820 from Energy Solutions that were recorded as dividend income during the nine months ended March 31, 2013. No such distributions were received during the three months ended March 31, 2013.

First Tower Holdings of Delaware LLC

First Tower is a multiline specialty finance company based in Flowood, Mississippi with over 150 branch offices.

On June 15, 2012, we acquired 80.1% of First Tower, LLC (“First Tower”) businesses for $110,200 in cash and 14,518,207 unregistered shares of our common stock. Based on our share price of $11.06 at the time of issuance, we acquired our 80.1% interest in First Tower for approximately $270,771. As consideration for our investment, First Tower Delaware, which is 100% owned by us, recorded a secured revolving credit facility to us of $244,760 and equity of $43,193. First Tower Delaware owns 80.1% of First Tower Holdings LLC, the holding company of First Tower. The assets of First Tower acquired include, among other things, the subsidiaries owned by First Tower, which hold finance receivables, leaseholds, and tangible property associated with First Tower’s businesses. During the three months ended June 30, 2012, we received $8,075 in structuring fee income. During the three months ended December 31, 2012, we funded an additional $20,000 of senior secured debt to support seasonally high demand during the holiday season. As of January 31, 2013, First Tower had total assets of approximately $632,681 including $401,673

of finance receivables net of unearned charges. As of March 31, 2013, First Tower’s total debt outstanding to parties senior to us was $264,760.

Due to a reduction in public market comparables for consumer finance industry, the Board of Directors decreased the fair value of our investment in First Tower to $295,158 as of March 31, 2013, a discount of $12,795 to its amortized cost, compared to $287,953 as of June 30, 2012, equal to its amortized cost at that time.

Manx Energy, Inc.

Manx was formed for the purpose of rolling up the assets of two existing Prospect portfolio companies, Coalbed, LLC (“Coalbed”) and Appalachian Energy Holdings, LLC (“AEH”), bringing them under new management, restructuring the outstanding debt, and infusing additional capital to allow for future growth. Coalbed is the owner of 100% of the outstanding equity interests of Coalbed Pipelines, LLC and Coalbed Operator, LLC. Coalbed was formed in October 2009 to acquire our outstanding senior secured loan and assigned interests in Conquest Cherokee, LLC (“Conquest”). Conquest’s assets consisted primarily of coalbed methane reserves in the Cherokee Basin. AEH was formed in 2006 and is the owner of 100% of the outstanding equity interests of East Cumberland L.L.C., a provider of outsourced mine site development and construction services for coal production companies operating in Southern Appalachia, and C&S Oilfield and Pipeline Construction, a provider of support services to companies engaged in the exploration and production of oil and natural gas.

On January 19, 2010, we modified the terms of our senior secured debt in AEH and Coalbed in conjunction with the formation of Manx, a new entity consisting of the assets of AEH, Coalbed and Kinley Exploration LLC. The assets of the three companies were combined under new common management. We funded $2,800 at closing to Manx to provide for working capital. A portion of our loans to AEH and Coalbed was exchanged for Manx preferred equity, while our AEH equity interest was converted into Manx common stock. There was no change to fair value at the time of restructuring, and we continue to fully reserve any income accrued for Manx. During the year ended June 30, 2011, we made a follow-on secured debt investments of $750 in Manx to support ongoing operations. On June 30, 2012, Manx assigned the membership interests of Coalbed and AEH to Wolf Energy Holdings, Inc. (“Wolf”), a newly-formed company owned by us.

The Board of Directors decreased the fair value of our investment in Manx to zero as of March 31, 2013 and June 30, 2012, respectively, a reduction of $11,028 from its amortized cost.

The Healing Staff, Inc.

During the three months ended December 31, 2012, we determined that the impairment of Integrated Contract Services, Inc. (“ICS”) was other-than-temporary and recorded a realized loss of $12,198 for the amount that the amortized cost exceeded the fair market value. Our remaining investments are in THS and Vets Securing America (“VSA”), wholly owned subsidiaries of ICS with ongoing operations. THS provides outsourced medical staffing services to governmental and commercial enterprises. VSA provides out-sourced security guards staffed primarily using retired military and police department veterans.

During September and October 2007, we provided $1,170 to THS for working capital through our investment in ICS. In January 2009, we foreclosed on the real and personal property of ICS. Through this foreclosure process, we gained 100% ownership of THS. As part of its strategy to diversify its revenues THS started VSA as a new business in the latter part of 2009. During the year ended June 30, 2011 and the six months ended December 31, 2011, we made follow-on secured debt investments of $1,708 and $874, respectively, to support the ongoing operations of THS and VSA. Effective October 19, 2011, the closing date fo the sale by VSA of a commercial real estate asset, $893 of the follow-on secured debt investments were repaid. In early May 2012, we made short-term secured debt investments of $118 and $42, respectively, to support the operations of THS and VSA, which short term debt was repaid in early June 2012. We made no additional fundings during the six months ended June 30, 2012. In May 2012, in connection with the implementation of accounts receivable based funding programs for THS and VSA with a third party provider we agreed to subordinate our first priority security interest in all of the accounts receivable and other assets of THS and VSA to the third party provider of that accounts receivable based funding.

Based upon an analysis of the liquidation value of assets, our Board of Directors determined the fair value of our investment in THS and VSA to be zero at March 31, 2013 and June 30, 2012, respectively, a reduction of $3,750 from its amortized cost.

Wolf Energy Holdings, Inc.

Wolf is a holding company formed to hold 100% of the outstanding membership interests of each of Coalbed and AEH. The membership interests of Coalbed and AEH, which were previously owned by Manx, were assigned to Wolf 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. In addition, effective June 29, 2012 C&J Cladding Holding Company, Inc. (“C&J”) merged with and into Wolf, with Wolf as the surviving entity. At the time of the merger, C&J held the remaining undistributed proceeds from the sale of its membership interests in C&J Cladding, LLC. The merger was effectuated in connection with the broader simplification of our energy investment holdings.

Based on an increase in the liquidation value of Wolf, the Board of Directors increased the fair value of our investment in Wolf to $811 as of March 31, 2013, a reduction of $7,230 from its amortized cost, compared to the $7,991 unrealized depreciation recorded at June 30, 2012.

Equity positions in the portfolio are susceptible to potentially significant changes in value, both increases as well as decreases, due to changes in operating results. Two of our portfolio companies, Ajax and First Tower Delaware, experienced such volatility and experienced meaningful fluctuations in valuation during the nine months ended March 31, 2013. The valuation of Ajax decreased due to declining operating results. The value of our equity position in Ajax decreased to zero as of March 31, 2013, a discount of $6,057 to its cost, compared to the $11,151 unrealized gain recorded at June 30, 2012. The valuation of First Tower Delaware decreased due to change in current market conditions. The value of our equity position in First Tower decreased to $30,398 as of March 31, 2013, a discount of $12,795 to its cost, compared to the value of $43,193 recorded at June 30, 2012, equal to its cost. Seven of the other controlled investments have been valued at discounts to the original investment. Eight of the control investments are valued at the original investment amounts or higher. Overall, at March 31, 2013, the control investments are valued at $39,996 below their amortized cost.

We hold three affiliate investments at March 31, 2013. One of our affiliate portfolio companies, Boxercraft, experienced a meaningful decrease in valuation during the nine months ended March 31, 2013 due to declining operating results. As of March 31, 2013, Boxercraft is valued at $8,868 as of March 31, 2013, a reduction of $7,502 to its amortized cost. Overall, at March 31, 2013, affiliate investments are valued $7,204 below their amortized cost.

With the Non-control/Non-affiliate investments, generally, there is less volatility related to our total investments because our equity positions tend to be smaller than with our control/affiliate investments, and debt investments are generally not as susceptible to large swings in value as equity investments. For debt investments, the fair value is limited on the high side to each loan’s par value, plus any prepayment premia that could be imposed. Many of the debt investments in this category have not experienced a significant change in value, as they were previously valued at or near par value. Non-control/Non-affiliate investments did not experience significant changes in valuation and are generally performing as expected or better than expected. As of March 31, 2013 and June 30, 2012, three of our Non-control/Non-affiliate investments, H&M Oil & Gas, LLC (“H&M”), Stryker Energy, LLC (“Stryker”) and Wind River Resources Corp. and Wind River II Corp. (“Wind River”), are valued at a significant discount to amortized cost, due to significant decreases in the operating results of the operating companies. Overall, at March 31, 2013, other Non-control/Non-affiliate investments are valued at $25,382 above their amortized cost, excluding our investments in H&M, Stryker and Wind River, as the remaining companies are generally performing as or better than expected.

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 currently consists of a revolving credit facility availing us of the ability to borrow debt subject to borrowing base determinations and Senior Convertible Notes which we issued in December 2010, February 2011, April 2012, August 2012 and December 2012, Senior Unsecured Notes, and Prospect Capital InterNotes®, which we may issue from time to time, and our equity capital, which is comprised entirely of common equity. The following table shows the Revolving Credit Facility, Senior Convertible Notes, Senior Unsecured Notes and InterNotes® amounts and outstanding borrowings at March 31, 2013 and June 30, 2012:

	As of March 31, 2013				As of June 30, 2012
	Maximum Draw Amount		Amount Outstanding		Maximum Draw Amount		Amount Outstanding
Revolving Credit Facility	$	552,500	$	—	$	492,500	$	96,000
Senior Convertible Notes	$	847,500	$	847,500	$	447,500	$	447,500
Senior Unsecured Notes	$	347,682	$	347,682	$	100,000	$	100,000
InterNotes®	$	199,401	$	199,401	$	20,638	$	20,638

The following table shows the contractual maturity of our Revolving Credit Facility, Senior Convertible Notes, Senior Unsecured Notes and InterNotes® at March 31, 2013:

	Payments Due by Period
	Total		Less than 1 year		1 – 3 Years		3 – 5 Years		After 5 Years
Revolving Credit Facility	$	—	$	—	$	—	$	—	$	—
Senior Convertible Notes	847,500		—		150,000		297,500		400,000
Senior Unsecured Notes	347,682		—		—		—		347,682
InterNotes®	199,401		—		—		—		199,401
Total contractual obligations	$	1,394,583	$	—	$	150,000	$	297,500	$	947,083

We have and expect to continue to fund 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 and warrants to purchase such securities in an amount up to $3,000,000 less issuances to date. As of March 31, 2013 we can issue up to $2,004,070 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.

Revolving Credit Facility

Interest on borrowings under the 2012 Facility is one-month Libor plus 275 basis points with no minimum Libor floor. Additionally, the lenders charge a fee on the unused portion of the 2012 Facility equal to either 50 basis points if at least half of the credit facility is drawn or 100 basis points otherwise. The 2012 Facility requires us to pledge assets as collateral in order to borrow under the credit facility. As of March 31, 2013 and June 30, 2012, we had $430,094 and $451,252, respectively, available to us for borrowing under our 2012 Facility, of which the amount outstanding was zero and $96,000, respectively. As additional investments that are eligible are transferred to PCF and pledged under the 2012 Facility, PCF will generate additional availability up to the commitment amount of $552,500. At March 31, 2013, the investments used as collateral for the 2012 Facility had an aggregate market value of $718,974, which represents 28.1% of our net assets. These assets have been transferred to PCF, a bankruptcy remote special purpose entity, which owns these investments and as such, these investments are not available to our general creditors. PCF, a bankruptcy remote special purpose entity and our wholly-owned subsidiary, holds all of these investments at market value as of March 31, 2013. The release of any assets from PCF requires the approval of the facility agent.

Senior Convertible Notes

On December 21, 2010, we issued $150,000 in aggregate principal amount of our 6.25% senior convertible notes due 2015 (“2015 Notes”) for net proceeds following underwriting expenses of approximately $145,200. Interest on the 2015 Notes is paid semi-annually in arrears on June 15 and December 15, at a rate of 6.25% per year, commencing June 15, 2011. The 2015 Notes mature on December 15, 2015 unless converted earlier. The 2015 Notes are convertible into shares of common stock at an initial conversion rate and conversion rate at March 31, 2013 of 88.0902 and 88.1429 shares of common stock, respectively, per $1 principal amount of 2015 Notes, which is equivalent to a conversion price of approximately $11.35 per share of common stock, subject to adjustment in certain circumstances. The conversion price in effect at March 31, 2013 was last calculated on the anniversary of the issuance (December 21, 2012) and will next be adjusted on the next anniversary, unless the exercise price shall have changed by more than 1% before the anniversary. The conversion rate for the 2015 Notes is increased if monthly cash dividends paid to common shares exceed the rate of $0.101125 cents per share, subject to adjustment.

On February 18, 2011, we issued $172,500 in aggregate principal amount of our 5.50% senior convertible notes due 2016 (“2016 Notes”) for net proceeds following underwriting expenses of approximately $167,325. Between January 30, 2012 and February 2, 2012, we repurchased $5,000 of our 2016 Notes at a price of 97.5, including commissions. The transactions resulted in our recognizing $10 of loss in the year ended June 30, 2012. Interest on the remaining $167,500 of 2016 Notes is paid semi-annually in arrears on February 15 and August 15, at a rate of 5.50% per year, commencing August 15, 2011. The 2016 Notes mature on August 15, 2016 unless converted earlier. The 2016 Notes are convertible into shares of common stock at an initial conversion rate and conversion rate at March 31, 2013 of 78.3699 and 78.5395 shares, respectively, of common stock per $1 principal amount of 2016 Notes, which is equivalent to a conversion price of approximately $12.76 per share of common stock, subject to adjustment in certain circumstances. The conversion price in effect at March 31, 2013 was last calculated on the anniversary of the issuance (February 14, 2012) and will next be adjusted on the next anniversary, unless the exercise price shall have changed by more than 1% before the anniversary. The conversion rate for the 2016 Notes is increased when monthly cash dividends paid to common shares exceed the monthly dividend rate of $0.101150 per share.

issuance (August 14, 2012) and will next be adjusted on the first anniversary, unless the exercise price shall have changed by more than 1% before the anniversary. The conversion rate for the 2018 Notes is increased when monthly cash dividends paid to common shares exceed the monthly dividend rate of $0.101600 per share.

On December 21, 2012, we issued $200,000 in aggregate principal amount of 5.875% senior convertible notes due 2019 (the ‘‘2019 Notes’’) for net proceeds following underwriting and other expenses of approximately $193,600. Interest on the 2019 Notes is paid semi-annually in arrears on January 15 and July 15, at a rate of 5.875% per year, commencing July 15, 2013. The 2019 Notes mature on January 15, 2019 unless converted earlier. The 2019 Notes are convertible into shares of common stock at an initial conversion rate and conversion rate at March 31, 2013 of 79.7766 shares of common stock per $1 principal amount of 2019 Notes, which is equivalent to a conversion price of approximately $12.54 per share of common stock, subject to adjustment in certain circumstances. The conversion price has not been adjusted since the issuance (December 21, 2012) and will next be adjusted on the first anniversary, unless the exercise price shall have changed by more than 1% before the anniversary. The conversion rate for the 2019 Notes is increased when monthly cash dividends paid to common shares exceed the monthly dividend rate of $0.110025 per share.

March 31, 2013 and March 31, 2012, we recorded $32,529 and $15,553 of interest costs and amortization of financing costs on the Senior Convertible Notes as interest expense.

Senior Unsecured Notes

On March 15, 2013, we issued $250,000 in aggregate principal amount of 5.875% senior unsecured notes due 2023 (the “2023 Notes”) for net proceeds following underwriting and other expenses of approximately $243,525. Interest on the 2023 Notes is paid semi-annually. The 2023 Notes matured on March 15, 2023. These notes will be our direct unsecured obligations and rank equally with all of our unsecured senior indebtedness from time to time outstanding.

Prospect Capital InterNotes®

During the nine months ended March 31, 2103, we issued $178,763 in aggregate principal amount of our Prospect Capital InterNotes® for net proceeds of approximately $174,260. These notes were issued with stated interest rates ranging from 4.00% to 6.63% with a weighted average rate of 5.70%. These notes mature between July 15, 2019 and March 15, 2043. We issued an additional $64,216 in aggregate principal amount of our Prospect Capital InterNotes® subsequent to March 31, 2013. (See Recent Developments.)

The bonds outstanding as of March 31, 2013 are:

Date of Issuance	Principal Amount		Interest Rate Range	Weighted Average Interest Rate	Maturity Date


March 1, 2012- March 8, 2012	$	5,465	6.90%-7.00%	6.97%	March 15, 2022
April 5, 2012- April 26, 2012	8,516		6.50%-6.85%	6.72%	April 15, 2022
June 14, 2012	2,657		6.95%	6.95%	June 15, 2022
June 28, 2012	4,000		6.55%	6.55%	June 15, 2019
July 6, 2012- July 26, 2012	20,928		6.20%-6.45%	6.31%	July 15, 2019
August 2, 2012- August 23, 2012	17,545		6.05%-6.15%	6.09%	August 15, 2019
September 7, 2012- September 27,2012	29,406		5.85%-6.00%	5.92%	September 15, 2019
October 4, 2012	7,172		5.70%	5.70%	October 19, 2019
November 23,2012- November 29,2012	13,754		5.00%-5.13%	5.09%	November 15, 2019
November 29, 2012	1,979		5.75%	5.75%	November 15, 2032
November 23,2012- November 29,2012	16,437		6.50%-6.63%	6.58%	November 15, 2042
December 6, 2012- December 28,2012	9,339		4.50%-4.86%	4.73%	December 15, 2019
December 6, 2012	1,127		5.63%	5.63%	December 15, 2032
December 13, 2012- December 28,2012	3,702		5.00%-5.13%	5.11%	December 15, 2030
December 6, 2012- December 28,2012	22,966		6.00%-6.38%	6.21%	December 15, 2042
January 4, 2013- January 31, 2013	4,427		4.00%-4.375%	4.15%	January 15, 2020
January 4, 2013- January 31, 2013	2,388		4.50%-4.875%	4.74%	January 15, 2031
January 4, 2013- January 31, 2013	9,338		5.50%-5.875%	5.63%	January 15, 2043
February 4, 2013- February 28, 2013	2,619		4.00%	4.00%	February 15, 2020
February 4, 2013- February 28, 2013	664		4.50%	4.50%	February 15, 2031
February 4, 2013- February 28, 2013	4,623		5.50%	5.50%	February 15, 2043
March 4, 2013- March 28, 2013	3,832		4.00%	4.00%	March 15, 2020
March 4, 2013- March 28, 2013	984		4.125%-4.5%	4.24%	March 15, 2031
March 4, 2013- March 28, 2013	4,308		5.50%	5.50%	March 15, 2043
March 14, 2013- March 28, 2013(1)	1,225		L+3.00%	3.27%	March 15, 2023
	$	199,401

(1) Rate as of March 31, 2013 was 3.00% plus the Libor spot rate at issuance.

In connection with the issuance of the Prospect Capital InterNotes®, we incurred $5,975 of fees which are being amortized over the term of the notes in accordance with ASC 470-50, Debt Modifications and Extinguishments, of which $5,784 remains to be amortized and is included within deferred financing costs on the consolidated statements of assets and liabilities.

Net Asset Value

During the nine months ended March 31, 2013, we raised $1,083,618 of additional equity, net of offering costs, by issuing 97,916,280 shares of our common stock. The following table shows the calculation of net asset value per share as of March 31, 2013 and June 30, 2012:

	As of March 31, 2013		As of June 30, 2012
Net Assets	$	2,555,588	$	1,511,974
Shares of common stock outstanding	238,628,037		139,633,870
Net asset value per share	$	10.71	$	10.83

At March 31, 2013, we had 238,628,037 shares of our common stock issued and outstanding.

Results of Operations

Net increase in net assets resulting from operations for the three months ended March 31, 2013 and 2012 was $44,429 and $50,209, respectively, representing $0.20 and $0.44 per weighted average share, respectively. Net investment income decreased on a weighted average per share basis from $0.51 to $0.26 for the three months ended March 31, 2012 and 2013, respectively. This decrease is primarily due the sale of our investment in NRG for which we received a $26,936 make-whole fee for early repayment of the outstanding loan, which was recorded as interest income in the quarter ending March 31, 2012, and $13,765 of structuring and advisory fees recognized during the quarter ended March 31, 2012 from our investments in Energy Solutions and NRG. During the three months ended March 31, 2013, we experienced net unrealized and realized losses of $15,156 or approximately $0.07 per weighted average share primarily from the sale of our investment in Meatco for which we realized a loss of $10,814 and significant reductions in the market value of our investments in Boxercraft and First Tower. These instances of unrealized depreciation were partially offset by unrealized appreciation of our investment in H&M as we obtained control of this asset in April 2013. During the three months ended March 31, 2012, we experienced net unrealized and realized losses of $7,863 or approximately $0.07 per weighted average share primarily from significant write-downs of our investments in AIRMALL, H&M and Stryker. These instances of depreciation were partially offset by the sale of NRG for which we realized a gain of $24,810 and unrealized appreciation of our investments in Ajax, Babson CLO Ltd 2011-I (“Babson”), CIFC Funding 2011-I, Ltd. (“CIFC”), Energy Solutions and R-V.

Net increase in net assets resulting from operations for the nine months ended March 31, 2013 and 2012 was $138,167 and $154,601, respectively, representing $0.71 and $1.39 per weighted average share, respectively. During the nine months ended March 31, 2013, we experienced net unrealized and realized losses of $94,661 or approximately $0.48 per weighted average share primarily due to the sale of Meatco, the other-than-temporary impairment of ICS and significant reductions in the market value of our investments in Ajax, Energy Solutions and First Tower Delaware. During the nine months ended March 31, 2012, we experienced net unrealized and realized gains of $32,144 or approximately $0.29 per weighted average share primarily from significant write-ups of our investments in Ajax, Energy Solutions and R-V, and our sale of NRG for which we realized a gain of $36,940. These instances of unrealized appreciation were partially offset by unrealized depreciation in AIRMALL, Biotronic, H&M, Meatco, NMMB, Stryker, Wind River and the impairment of Deb Shops, Inc. (“Deb Shops”) due to bankruptcy for which we recorded a realized loss for the full amount of the amortized cost. Net investment income increased on a weighted average per share basis from $1.10 to $1.20 for the nine months ended March 31, 2012 and 2013, respectively. This increase is primarily due to an increase in structuring fees recognized for new investment originations and an increase in dividend income received from Energy Solutions and R-V. We received dividends from Energy Solutions of $53,820 and $14,300 during the nine months ended March 31, 2013 and 2012, respectively. We received dividends from R-V of $11,222 and $209 during the nine months ended March 31, 2013 and March 31, 2012, respectively.

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 are typically not issuing securities rated investment grade, have limited resources, have limited operating history, have concentrated product lines or customers, 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 and prepayment penalty fees, dividend income and other income, including settlement of net profits interests, overriding royalty interests and structuring fees, was $120,195 and $95,623 for the three months ended March 31, 2013 and March 31, 2012, respectively. Investment income was $409,866 and $218,228 for the nine months ended, March 31, 2013 and March 31, 2012, respectively. During the three and nine months ended March 31, 2013, the increase in investment income is primarily the result of a larger income producing portfolio and the deployment of additional capital in revenue-producing assets through increased origination and increased dividends received from Energy Solutions and R-V.

The following table describes the various components of investment income and the related levels of debt investments:

	For The Three Months Ended March 31,				For The Nine Months Ended March 31,

	2013		2012		2013		2012

Interest income	$	109,612	$	74,948	$	304,788	$	163,471
Dividend income	83		5,475		68,246		31,554
Other income	10,500		15,200		36,832		23,203
Total investment income	$	120,195	$	95,623	$	409,866	$	218,228

Average debt principal of performing investments	$	3,114,965	$	1,420,050	$	2,595,767	$	1,474,053
Weighted-average interest rate earned	14.08%		20.18%		15.43%		15.07%

Average interest income producing assets have increased from $1,420,050 for the three months ended March 31, 2012 to $3,114,965 for the three months ended March 31, 2013. The average yield on interest bearing assets decreased from 20.18% for the three months ended March 31, 2012 to 14.08% for the three months ended March 31, 2013. The decrease in annual returns is primarily due to the sale of our investment in NRG for which we received a $26,936 make-whole fee for early repayment of the outstanding loan, which was recorded as interest income in the quarter ending March 31, 2012. This decrease was partially offset by an increase in our investment in CLOs. Excluding these amounts, our annual return would have been 12.93% and 12.73% for the three months ended March 31, 2012 and 2013, respectively.

Average interest income producing assets have increased from $1,474,053 for the nine months ended March 31, 2012 to $2,595,767 for the nine months ended March 31, 2013. The average yield on interest bearing assets increased from 15.07% for the nine months ended March 31, 2012 to 15.43% for the nine months ended March 31, 2013.

Investment income is also generated from dividends and other income. Dividend income decreased from $5,475 for the three months ended March 31, 2012 to $83 for the three months ended March 31, 2013. This $5,392 decrease in dividend income is primarily attributed to a decrease in the level of dividends received from our investment in NRG. We received dividends from NRG of $5,100 during the three months ended March 31, 2012. There were no dividends from NRG received during the three months ended March 31, 2013 as NRG has been sold.

Dividend income increased from $31,554 for the nine months ended March 31, 2012 to $68,246 for the nine months ended March 31, 2013. This $36,692 increase in dividend income is primarily attributed to an increase in the level of dividends received during the respective nine month period from our investments in Energy Solutions and R-V. We

received dividends from Energy Solutions of $53,820 and $14,300 during the nine months ended March 31, 2013 and 2012, respectively. The sale of Gas Solutions by Energy Solutions has resulted in significant earnings and profits, as defined by the Internal Revenue Code, at Energy Solutions for calendar year 2012. As a result, distributions from Energy Solutions to us were required to be recognized as dividend income, in accordance with ASC 946, Financial Services – Investment Companies, as cash distributions are received from Energy Solutions to the extent there are current year earnings and profits sufficient to support such recognition. We received dividends from R-V of $11,222 and $209 during the nine months ended March 31, 2013 and March 31, 2012, respectively. The $11,222 of dividends received from R-V during the nine months ended March 31, 2013 include a $11,073 distribution as part of R-V’s recapitalization in November 2012 for which we provided an additional $9,500 of senior secured financing. The increases in dividend income from our investments in Energy Solutions and R-V were offset by a reduction in dividends received from NRG. We received dividends from NRG of $15,011 during the nine months ended March 31, 2012, respectively. There were no dividends from NRG received during the nine months ended March 31, 2013 as NRG has been sold.

Other income has come primarily from structuring fees, overriding royalty interests, and settlement of net profits interests. Comparing the three months ended March 31, 2012 to the three months ended March 31, 2013, income from other sources decreased from $15,200 to $10,500, respectively. This $4,700 decrease is primarily due to a decrease in structuring and advisory fees recognized from our investment in Energy Solutions. We received $13,932 of structuring and advisory fees from Energy Solutions during the three months ended March 31, 2012. No such fees were received during the three months ended March 31, 2013. This decrease was partially offset by an increase of $8,363 in structuring fees received from other investments during the three months ended March 31, 2013 primarily related to Broder, Cinedigm, Capstone and USC.

Comparing the nine months ended March 31, 2012 to the nine months ended March 31, 2013, income from other sources increased from $23,203 to $36,832, respectively. This $13,629 increase is primarily due to $33,828 of structuring fees recognized during the nine months ended March 31, 2013 primarily from the Arctic, InterDent, New Century, Progrexion, Ryan and USC originations, in comparison to $13,530 of structuring fees recognized during the nine months ended March 31, 2012 primarily related to the Capstone, Energy Solutions and Totes Isotoner Corporation originations. This $20,298 increase in structuring fees is partially offset by a decrease in advisory fees recognized during the nine months ended March 31, 2012 from our investment in Energy Solutions. We received $8,949 of advisory fees from Energy Solutions during the nine months ended March 31, 2012. No such fee was received during the nine months ended March 31, 2013.

Operating Expenses

Our primary operating expenses consist of investment advisory fees (base management and income incentive fees), borrowing costs, legal and professional fees and other operating and overhead-related 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 our 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 in accordance with our Administration Agreement with Prospect Administration. Operating expenses were $60,610 and $37,551 for the three months ended March 31, 2013 and March 31, 2012, respectively. Operating expenses were $177,038 and $95,771 for the nine months ended March 31, 2013 and March 31, 2012, respectively.

The base investment advisory expenses were $18,966 and $8,949 for the three months ended March 31, 2013 and March 31, 2012, respectively. The base investment advisory expenses were $48,500 and $25,985 for the nine months ended March 31, 2013 and March 31, 2012, respectively. This increase is directly related to our growth in total assets. For the three months ended March 31, 2013 and March 31, 2012, we incurred $14,896 and $14,518, respectively, of income incentive fees. For the nine months ended March 31, 2013 and March 31, 2012, we incurred $58,207 and $30,614, respectively, of income incentive fees. The $27,593 increase in the income incentive fee for the nine-month period is driven by an increase in pre-incentive fee net investment income of $137,964 for the respective nine-month period primarily due to an increase in interest income from a larger asset base and dividend income from Energy Solutions. No capital gains incentive fee has yet been incurred pursuant to the Investment Advisory Agreement.

During the three and nine months ended March 31, 2013, we incurred $20,854 and $50,779, respectively, of expenses related to our Syndicated Facility, InterNotes®, Senior Unsecured Notes and Senior Convertible Notes. This compares with expenses of $9,655 and $28,374 incurred during the three and nine months ended March 31, 2012, respectively. These expenses are related directly to the leveraging capacity put into place for each of those periods and the levels of indebtedness actually undertaken during those quarters. The table below describes the various expenses of our

Syndicated Facility and Senior Convertible Notes and the related indicators of leveraging capacity and indebtedness during these periods.

	For The Three Months Ended March 31,				For The Nine Months Ended March 31,

	2013		2012		2013		2012

Interest on borrowings	$	17,311	$	6,407	$	40,921	$	19,655
Amortization of deferred financing costs	2,162		2,680		5,886		7,174
Undrawn facility fees	1,381		568		3,972		1,545
Total	$	20,854	$	9,655	$	50,779	$	28,374

Weighted-average debt outstanding	$	1,178,121	$	481,363	$	925,652	$	491,824
Weighted-average interest rate on borrowings (excluding amortization and undrawn facility fees)	6.61%		5.27%		6.74%		5.23%
Facility amount at beginning of period	$	552,500	$	400,000	$	492,500	$	325,000

The increase in interest expense for the three and nine months ended March 31, 2013 is primarily due to the issuance of the 2022 Notes, 2023 Notes and the Senior Convertible Notes on April 16, 2012, August 14, 2012 and December 21, 2012, for which we incurred $10,018 and $21,816 of collective interest expense, respectively.

The allocation of overhead expense from Prospect Administration was $2,957 and $2,910 for the three months ended March 31, 2013 and 2012. The allocation of overhead expense from Prospect Administration was $7,280 and $5,143 for the nine months ended March 31, 2013 and 2012. As our portfolio continues to grow, we expect to continue to increase the size of our administrative and financial staff. Other allocated expenses from Prospect Administration will continue to increase along with the increase in staffing and asset base.

Total operating expenses, net of investment advisory fees, interest costs, excise tax and allocation of overhead from Prospect Administration (“Other Operating Expenses”), were $1,937 and $1,519 for the three months ended March 31, 2013 and 2012, respectively. Other Operating Expenses were $6,772 and $5,655 for the nine months ended March 31, 2013 and 2012, respectively.

Net Investment Income

Net investment income represents the difference between investment income and operating expenses. Our net investment income (“NII”) was $59,585 and $58,072 for the three months ended March 31, 2013 and March 31, 2012, respectively, or $0.26 per share and $0.51 per share, respectively. Investment income increased from $95,623 to $120,195 for the three months ended March 31, 2012 and 2013, respectively. The $24,572 increase for the three months ended March 31, 2013 is due to increases of $34,664 in interest, due to the increased size of our portfolio for which we have recognized additional interest income. The $24,572 increase in investment income is offset by an increase in operating expenses of $23,059, primarily due to a $10,395 increase in advisory fees due to the growing size of our portfolio and related income, and $11,199 of additional interest and credit facility expenses. For the calendar year ended December 31, 2012, we elected to retain a portion of our annual taxable income and have paid $4,500 for the excise tax due with the filing of the return. As of March 31, 2013, we have $1,000 accrued as an estimate of one quarter of the excise tax due for the calendar year ended December 31, 2013. The per share decrease for the three months ended March 31, 2013 is primarily due the sale of our investment in NRG for which we received a $26,936 make-whole fee for early repayment of the outstanding loan, which was recorded as interest income in the quarter ending March 31, 2012, and $13,765 of structuring and advisory fees recognized during the quarter ended March 31, 2012 from our investments in Energy Solutions and NRG.

Our NII was $232,828 and $122,457 for the nine months ended March 31, 2013 and March 31, 2012, respectively, or $1.20 per share and $1.10 per share, respectively. The $110,371 increase for the nine months ended March 31, 2013 is primarily due to an increase of $141,317 in interest income, due to the increased size of our portfolio for which we have recognized additional interest income. The $191,638 increase in investment income is offset by an increase in operating expenses of $81,267, primarily due to a $50,108 increase in advisory fees due to the growing size of our portfolio and related income, and $22,405 of additional interest and credit facility expenses. The per share increase for the nine

months ended March 31, 2013 is primarily due to a $39,520 increase in the level of dividends received from our investment in Energy Solutions.

Net Realized (Loss) Gain, Increase in Net Assets from Net Changes in Unrealized (Depreciation) Appreciation

Net realized (loss) gain was ($6,014) and $24,812 for the three months ended March 31, 2013 and March 31, 2012, respectively. Net realized (loss) gain was ($12,362) and $23,703 for the nine months ended March 31, 2013 and March 31, 2012, respectively. The net realized loss for the three months ended March 31, 2013 was due primarily to the sale of our investment in Meatco for which we realized a loss of $10,814. This loss was partially offset by a $900 gain we recognized on the partial sale of our equity investment in C&H and a distribution of $3,250 related to our investment in NRG Manufacturing, Inc. for which we realized a gain of the same amount. The net realized loss for the nine months ended March 31, 2013 was primarily due to the sale of Meatco, the other-than-temporary impairment of ICS, sale of our equity investments in C&H, Northwestern and Shearer’s, distributions received from escrow receivable accounts, primarily NRG, and the sale of our common stock in Iron Horse for which we realized a gain of $1,772. The net realized gain for the three months ended March 31, 2012 was due primarily to the sale of NRG common stock for which we realized a gain of $36,940. For the nine months ended March 31, 2012 this gain was offset by our write-off of Deb Shops. During the nine months ended March 31, 2012, Deb Shops filed for bankruptcy and a plan for reorganization was proposed. The plan, which was approved by the bankruptcy court, eliminated our debt position with no payment to us. As a result, we determined that the impairment of Deb Shops was other-than-temporary and recorded a realized loss of $14,607 for the full amount of the amortized cost.

Net increase in net assets from changes in unrealized depreciation was $9,142 and $32,675 for the three months ended March 31, 2013 and March 31, 2012, respectively. For the three months ended March 31, 2013, the $9,142 decrease in net assets from the net change in unrealized depreciation was primarily driven by write-downs of our investments in Boxercraft because operating results were down during the three-month period, and First Tower due to changes in current market conditions. These instances of unrealized depreciation were partially offset by unrealized appreciation of our investment in H&M. For the three months ended March 31, 2012, the $32,675 decrease in net assets from the net change in unrealized depreciation was primarily driven by significant write-downs of our investments in AIRMALL, H&M and Stryker as well as the elimination of the unrealized appreciation resulting from the sale of NRG mentioned above. These instances of depreciation were partially offset by unrealized appreciation of our investments in Ajax, Babson, CIFC, Energy Solutions and R-V.

Net increase in net assets from changes in unrealized (depreciation) appreciation was ($82,299) and $8,441 for the nine months ended March 31, 2013 and March 31, 2012, respectively. For the nine months ended March 31, 2013, the $82,899 decrease in net assets from the net change in unrealized depreciation was driven by reduction in the fair value of our investments in Ajax and First Tower because of changes in current market conditions and Energy Solutions for which we received a $16,952 make-whole fee for early repayment of the outstanding loan and distributions of $53,820 during the nine-month period, which were recorded as interest and dividend income, respectively, recducing the amount previously recorded as unrealized appreciation. These instances of unrealized depreciation were partially offset by unrealized appreciation in H&M as well as the elimination of the unrealized depreciation resulting from the impairment of ICS mentioned above. For the nine months ended March 31, 2012, the $8,441 increase in net assets from the net change in unrealized appreciation was driven by significant write-ups of our investments in Ajax, Energy Solutions and R-V as well as the elimination of unrealized depreciation resulting from the other-than-temporary impairment of Deb Shops mentioned above. These instances of unrealized appreciation were partially offset by unrealized depreciation in AIRMALL, Biotronic, H&M, Meatco, NMMB, Stryker, Wind River and the elimination of unrealized appreciation resulting from the sale of NRG mentioned above.

Financial Condition, Liquidity and Capital Resources

For the nine months ended March 31, 2013 and March 31, 2012, our operating activities used $1,543,236 and $46,026 of cash, respectively. There were no investing activities for the nine months ended March 31, 2013 and March 31, 2012. Financing activities provided $1,565,137 and $79,512 of cash during the nine months ended March 31, 2013 and March 31, 2012, respectively, which included the payments of dividends of $166,084 and $93,051, during the nine months ended March 31, 2013 and March 31, 2012, 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 been issuances of debt and equity. We have and may continue to fund a portion of our cash needs through borrowings from banks, issuances of senior securities or secondary offerings. We may also securitize a portion of our investments in mezzanine 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, 2013, we borrowed $99,000 and made repayments totaling $195,000 under our revolving credit facility. As of March 31, 2013, we had no outstanding borrowings on our revolving credit facility, $847,500 outstanding on our Senior Convertible Notes, $347,682 outstanding on our Senior Unsecured Notes and $199,401 outstanding on InterNotes®. (See Capitalization.)

Undrawn committed revolvers incur commitment fees ranging from 0.50% to 2.00%. As of March 31, 2013 and June 30, 2012, we have $200,539 and $180,646 of undrawn revolver commitments to our portfolio companies, respectively.

Our Board of Directors, pursuant to the Maryland General Corporation Law, executed Articles of Amendment to increase the number of shares authorized for issuance from 200,000,000 to 500,000,000 in the aggregate. The amendment became effective July 30, 2012.

On October 29, 2012, our Registration Statement on Form N-2 was declared effective by the SEC. Under this Shelf Registration Statement, we can issue up to $2,004,070 of additional debt and equity securities in the public market.

We also continue to generate liquidity through public and private stock offerings.

On June 1, 2012, we entered into an ATM program with KeyBanc through which we could sell, by means of at-the-market offerings from time to time, of up to 9,500,000 shares of our common stock. During the period from July 2, 2012 to July 12, 2012, we sold 2,247,275 shares of our common stock at an average price of $11.59 per share, and raised $26,040 of gross proceeds, under the ATM Program. Net proceeds were $25,779 after commission to KeyBanc on shares sold.

On July 16, 2012, we issued 21,000,000 shares of our common stock at $11.15 per share (or $11.05 per share net proceeds excluding expenses), raising $234,150 of gross proceeds.

On July 27, 2012, we issued 3,150,000 shares in connection with the exercise of an option granted with the July 12, 2012 offering of 21,000,000 shares which were delivered July 16, 2012, raising an additional $35,123 of gross proceeds and $34,808 of net proceeds.

On September 10, 2012, we entered into a second ATM Program with KeyBanc through which we could sell, by means of at-the-market offerings from time to time, of up to 9,750,000 shares of our common stock. During the period from October 1, 2012 to October 9, 2012, we sold 1,245,655 shares of our common stock at an average price of $11.53 per share, and raised $14,361 of gross proceeds, under this program. Net proceeds were $14,217 after commission to the broker-dealer on shares sold and offering costs.

On November 7, 2012, we issued 35,000,000 shares of our common stock at $11.10 per share (or $10.96 per share net proceeds excluding expenses), raising $383,600 of net proceeds.

On December 21, 2012, we entered into a third ATM Program with KeyBanc through which we could sell, by means of at-the-market offerings from time to time, of up to 17,500,000 shares of our common stock. During the period from January 7, 2013 to February 5, 2013, we sold 10,248,051 shares of our common stock at an average price of $11.25 per share, and raised $115,315 of gross proceeds, under this program. Net proceeds were $114,162 after commission to KeyBanc on shares sold.

On February 11, 2013, we entered into a third ATM Program with KeyBanc through which we could sell, by means of at-the-market offerings from time to time, of up to 45,000,000 shares of our common stock. During the period from April 1, 2013 to May 3, 2013, we sold 4,477,037 shares of our common stock at an average price of $10.93 per share,

and raised $48,944 of gross proceeds, under the ATM Program. Net proceeds were $48,586 after commissions to KeyBanc on shares sold. (See Recent Developments.)

Off-Balance Sheet Arrangements

At March 31, 2013, 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

During the period from April 4, 2013 to May 2, 2013, we issued $64,216 in aggregate principal amount of our Prospect Capital InterNotes® for net proceeds of $62,586.

On April 1, 2013, we refinanced our existing $38,472 senior secured loans to Ajax Rolled Ring & Machine, Inc., increasing the size of our debt investment to $38,537.

On April 18, 2013, we issued 138,087 shares of our common stock in connection with the dividend reinvestment plan.

On April 19, 2013, we made an investment of $43,650 to purchase 97% of the subordinated notes in Mountain View CLO 2013-I Ltd.

On April 25, 2013, we made an investment of $26,000 to purchase 50.9% of the subordinated notes in Brookside Mill CLO Ltd.

On April 30, 2013, we sold our investment in Fischbein for net proceeds of $3,168, recognizing a realized gain of $2,293 on the sale. In addition, there is $310 being held in escrow which will be recognized as additional gain when and if received.

On May 6, 2013, we announced the declaration of monthly dividends in the following amounts and with the following dates:

· $0.110125 per share for May 2013 to holders of record on May 31, 2013 with a payment date of June 20, 2013;

· $0.110150 per share for June 2013 to holders of record on June 28, 2013 with a payment date of July 18, 2013; and

· $0.110175 per share for July 2013 to holders of record on July 31, 2013 with a payment date of August 22, 2013; and

· $0.110200 per share for August 2013 to holders of record on August 30, 2013 with a payment date of September 19, 2013.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ materially. In

addition to the discussion below, our critical accounting policies are further described in the notes to the financial statements.

Basis of Consolidation

Under the 1940 Act rules, the regulations pursuant to Article 6 of Regulation S-X, and the American Institute of Certified Public Accountants’ Audit and Accounting Guide for Investment Companies, we are precluded from consolidating any entity other than another investment company or an operating company which provides substantially all of its services and benefits to us. Our March 31, 2013 financial statements include our accounts and the accounts of Prospect Capital Funding, LLC, our only wholly-owned, closely-managed subsidiary that is also an investment company. All intercompany balances and transactions have been eliminated in consolidation.

Investment Classification

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. 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. Specifically, we record all security transactions on a trade date basis. Investments in other, non-security financial instruments are recorded on the basis of subscription date or redemption date, as applicable. Amounts for investments recognized or derecognized but not yet settled are reported as Receivables for investments sold and Payables for investments purchased, respectively, in the Consolidated Statements of Assets and Liabilities.

Investment Valuation

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 the independent valuation firms engaged by our Board of Directors;

2) the independent valuation firms conduct independent appraisals and make their own independent assessment;

3) the audit committee of our Board of Directors reviews and discusses the preliminary valuation with Prospect Capital Management (the “Investment Adviser”) proposing values within the valuation range presented by the independent valuation firms; and

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 our Investment Adviser, the respective independent valuation firms and the audit committee.

measurement is based on the net present value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in fair value pricing our investments include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, M&A comparables, the principal market and enterprise values, among other factors.

Our investments in collateralized loan obligation funds (“CLOs”) are classified as ASC 820 level 3 securities, and are valued using discounted cash flow model. The valuations have been accomplished through the analysis of the CLO deal structures to identify the risk exposures from the modeling point of view. For each security, the most appropriate valuation approach has been chosen from alternative approaches to ensure the most accurate valuation for each security. To value a CLO, both the assets and liabilities of the CLO capital structure have been modeled. Our valuation agent uses a waterfall engine to store the collateral data, including the collateral cash flows from the assets, and distributions of the cash flow to the liability structure based on the payment priorities, and discounts them back using proper discount rates that incorporate all the risk factors. The main risk factors are: default risk, interest rate risk, downgrade risk, and credit spread risk.

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.

In April 2009, the FASB issued ASC 820-10-65, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“ASC 820-10-65”). This update provides further clarification for ASC 820 in markets that are not active and provides additional guidance for determining when the volume of trading level of activity for an asset or liability has significantly decreased and for identifying circumstances that indicate a transaction is not orderly. ASC 820-10-65 is effective for interim and annual reporting periods ending after June 15, 2009. The adoption of ASC 820-10-65 did not have any effect on our net asset value, financial position or results of operations for the three and nine months ended March 31, 2013, as there was no change to the fair value measurement principles set forth in ASC 820.

In January 2010, the FASB issued Accounting Standards Update 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements (“ASC 2010-06”). ASC 2010-06 amends ASC 820-10 and clarifies and provides additional disclosure requirements related to recurring and non-recurring fair value measurements and employers’ disclosures about postretirement benefit plan assets. ASC 2010-06 is effective December 15, 2009, except for the disclosure about purchase, sales, issuances and settlements in the roll forward of activity in level 3 fair value measurements. The adoption of ASC 2010-06 for the three and nine months ended March 31, 2013, did not have any effect on our financial statements.

Federal and State Income Taxes

We have elected to be treated as a regulated investment company and intend to continue to comply with the requirements of the Internal Revenue Code of 1986 (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 gain 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.

If we do not distribute at least 98% of our annual 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 exceeds 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 taxable income is earned using an annual effective excise tax rate. The annual effective excise tax rate is determined by dividing the estimated annual excise tax by the estimated annual taxable income. As of March 31, 2013, we have $1,000 accrued as an estimate of excises tax due for the calendar year ended December 31, 2013.

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 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 for taxable years beginning before 2013 (but not for taxable years beginning thereafter, unless the relevant provisions are extended by legislation) 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 reduced by an interest charge of 50% of such earnings and profits payable by us as an additional tax. In addition, if we failed to qualify as a RIC for a period greater than two taxable years, then, in order to qualify as a RIC in a subsequent year, we would be required to elect to recognize and pay tax on any net built-in gain (the excess of aggregate gain, including items of income, over aggregate loss that would have been realized if we had been liquidated) or, alternatively, be subject to taxation on such built-in gain recognized for a period of ten years.

We adopted FASB ASC 740, Income Taxes (“ASC 740”). ASC 740 provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the 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, 2013 and for the quarter then ended, we did not have a liability for any unrecognized tax expense. 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.

Valuation of Other Financial Assets and Financial Liabilities

In February 2007, FASB issued ASC Subtopic 820-10-05-1, The Fair Value Option for Financial Assets and Financial Liabilities (“ASC 820-10-05-1”). ASC 820-10-05-1 permits an entity to elect fair value as the initial and subsequent measurement attribute for many of assets and liabilities for which the fair value option has been elected and similar assets and liabilities measured using another measurement attribute. We adopted this statement on July 1, 2008 and have elected not to value other assets and liabilities at fair value as would be permitted by ASC 820-10-05-1.

Senior Convertible Notes

Revenue Recognition

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

prepayments. Upon the prepayment of a loan or debt security, any prepayment penalties and unamortized loan origination, closing and commitment fees are recorded as interest income. The purchase discount for portfolio investments acquired from Patriot Capital Funding, Inc. (“Patriot”) was determined based on the difference between par value and fair market value as of December 2, 2009, and will continue to accrete until maturity or repayment of the respective loans.

Interest income from investments in the “equity” class of security of CLO Funds (typically income notes or subordinated notes) is recorded based upon an estimation of an effective yield to expected maturity utilizing assumed cash flows in accordance with ASC 325-40-35, Beneficial Interests in Securitized Financial Assets. Adjustments resulting from recording the interest income based on the effective yield are recorded to the cost basis of the investment. We monitor the expected cash inflows from our CLO 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.

Structuring fees and similar fees are recognized as income as earned, usually when paid. Structuring fees, excess deal deposits, net profits interests and overriding royalty interests are included in other income.

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 dividend or distribution is approved by our Board of Directors each quarter and is generally based upon our management’s estimate of our earnings for the quarter. Net realized capital gains, if any, are distributed at least annually.

Financing Costs

We record origination expenses related to our credit facility, Prospect Capital InterNotes®, Senior Unsecured Notes and Senior Convertible Notes as deferred financing costs. These expenses are deferred and amortized as part of interest expense using the straight-line method for our credit facility and the effective interest method for our Prospect Capital InterNotes®, Senior Unsecured Notes and Senior Convertible Notes, over the respective expected life.

Guarantees and Indemnification Agreements

Per Share Information

Recent Accounting Pronouncements

In May 2011, the FASB issued Accounting Standards Update 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (“ASU 2011-04”). ASU 2011-04 amends Accounting Standards Codification Topic 820, “Fair Value Measurements” (“ASC 820”) by: (1) clarifying that the highest-and-best-use and valuation-premise concepts only apply to measuring the fair value of non-financial assets; (2) allowing a reporting entity to measure the fair value of the net asset or net liability position in a manner consistent with how market participants would price the net risk position, if certain criteria are met; (3) providing a framework for considering whether a premium or discount can be applied in a fair value measurement; (4) providing that the fair value of an instrument classified in a reporting entity’s shareholders’ equity is estimated from the perspective of a market participant that holds the identical item as an asset; and (5) expanding the qualitative and quantitative fair value disclosure requirements. The expanded disclosures include, for Level 3 items, a description of the valuation process and a narrative description of the sensitivity of the fair value to changes in unobservable inputs and interrelationships between those inputs if a change in those inputs would result in a significantly different fair value measurement. ASU 2011-4 also requires disclosures about the highest-and-best-use of a non-financial asset when this use differs from the asset’s current use and the reasons for such a difference. In addition, this ASU amends Accounting Standards Codification 820, “Fair Value Measurements,” to require disclosures to include any transfers between Level 1 and Level 2 of the fair value hierarchy. These amendments were effective for fiscal years beginning after December 15, 2011 and for interim periods within those fiscal years. The adoption of the amended guidance in ASU 2011-04 did not have a significant effect on our financial statements.

In October 2012, the FASB issued Accounting Standards Update 2012-04, Technical Corrections and Improvements (“ASU 2012-04”). The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of the amended guidance in ASU 2012-04 did not have a significant effect on our financial statements.

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. Some of the loans in our portfolio have floating interest rates.

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 three months ended March 31, 2013, we did not engage in hedging activities.

Item 4. Controls and Procedures

As of the end of the period covered by this quarterly report on Form 10-Q, the Company’s Chief Executive Officer and Chief Financial Officer conducted an evaluation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934). Based upon this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to allow timely decisions regarding required disclosure of any material information relating to the Company that is required to be disclosed by the Company in the reports it files or submits under the Securities Exchange Act of 1934.

There have been no changes in the Company’s internal controls over financial reporting that occurred during the quarter ended March 31, 2013 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II: OTHER INFORMATION

Item 1. Legal Proceedings

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 of these 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 such litigation as of March 31, 2013.

Item 1A. Risk Factors

There have been no material changes to our risk factors as previously disclosed in our most recent 10-K filing.

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

None.

Item 3. Defaults upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

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):

4.1	Indenture dated as of February 16, 2012, by and between the Registrant and American Stock Transfer & Trust Company, LLC, as Trustee(1)

4.2	Joinder Supplemental Indenture dated as of March 8, 2012, to the Indenture dated as of February 16, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Original Trustee, and U.S. Bank National Association, as Series Trustee(2)

4.3	Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee(3)

4.4	Thirty-Eighth Supplemental Indenture dated as of January 4, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(4)

4.5	Form of 4.375% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.4)(4)

4.6	Thirty-Ninth Supplemental Indenture dated as of January 4, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(4)

4.7	Form of 4.875% Prospect Capital InterNote® due 2031 (included as part of Exhibit 4.6)(4)

4.8	Fortieth Supplemental Indenture dated as of January 4, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(4)

4.9	Form of 5.875% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.8)(4)

4.10	Forty-First Supplemental Indenture dated as of January 10, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(5)

4.11	Form of 4.250% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.10)(5)

4.12	Forty-Second Supplemental Indenture dated as of January 10, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(5)

4.13	Form of 4.750% Prospect Capital InterNote® due 2031 (included as part of Exhibit 4.12)(5)

4.14	Forty-Third Supplemental Indenture dated as of January 10, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(5)

4.15	Form of 5.750% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.14)(5)

4.16	Forty-Fourth Supplemental Indenture dated as of January 17, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(6)

4.17	Form of 4.125% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.16)(6)

4.18	Forty-Fifth Supplemental Indenture dated as of January 17, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(6)

4.19	Form of 4.625% Prospect Capital InterNote® due 2031 (included as part of Exhibit 4.18)(6)

4.20	Forty-Sixth Supplemental Indenture dated as of January 17, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(6)

4.21	Form of 5.625% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.20)(6)

4.22	Custody Agreement, dated as of January 23, 2013 by and between the Registrant and U.S. Bank National Association*

4.23	Forty-Seventh Supplemental Indenture dated as of January 25, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(7)

4.24	Form of 4.000% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.23)(7)

4.25	Forty-Eighth Supplemental Indenture dated as of January 25, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(7)

4.26	Form of 4.500% Prospect Capital InterNote® due 2031 (included as part of Exhibit 4.25)(7)

4.27	Forty-Ninth Supplemental Indenture dated as of January 25, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(7)

4.28	Form of 5.500% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.27)(7)

4.29	Fiftieth Supplemental Indenture dated as of January 31, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(8)

4.30	Form of 4.000% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.29)(8)

4.31	Fifty-First Supplemental Indenture dated as of January 31, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(8)

4.32	Form of 4.500% Prospect Capital InterNote® due 2031 (included as part of Exhibit 4.31)(8)

4.33	Fifty-Second Supplemental Indenture dated as of January 31, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(8)

4.34	Form of 5.500% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.33)(8)

4.35	Fifty-Third Supplemental Indenture dated as of February 7, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(9)

4.36	Form of 4.000% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.35)(9)

4.37	Fifty-Fourth Supplemental Indenture dated as of February 7, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(9)

4.38	Form of 4.500% Prospect Capital InterNote® due 2031 (included as part of Exhibit 4.37)(9)

4.39	Fifty-Fifth Supplemental Indenture dated as of February 7, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(9)

4.40	Form of 5.500% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.39)(9)

4.41	Fifty-Sixth Supplemental Indenture dated as of February 22, 2013, to the Indenture dated as of February

	16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(11)

4.42	Form of 4.000% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.41)(11)

4.43	Fifty-Seventh Supplemental Indenture dated as of February 22, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(11)

4.44	Form of 4.500% Prospect Capital InterNote® due 2031 (included as part of Exhibit 4.43)(11)

4.45	Fifty-Eighth Supplemental Indenture dated as of February 22, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(11)

4.46	Form of 5.500% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.45)(11)

4.47	Fifty-Ninth Supplemental Indenture dated as of February 28, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(12)

4.48	Form of 4.000% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.47)(12)

4.49	Sixtieth Supplemental Indenture dated as of February 28, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(12)

4.50	Form of 4.500% Prospect Capital InterNote® due 2031 (included as part of Exhibit 4.49)(12)

4.51	Sixty-First Supplemental Indenture dated as of February 28, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(12)

4.52	Form of 5.500% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.51)(12)

4.53	Sixty-Second Supplemental Indenture dated as of March 7, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(13)

4.54	Form of 4.000% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.53)(13)

4.55	Sixty-Third Supplemental Indenture dated as of March 7, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(13)

4.56	Form of 4.500% Prospect Capital InterNote® due 2031 (included as part of Exhibit 4.55)(13)

4.57	Sixty-Fourth Supplemental Indenture dated as of March 7, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant

100

	and U.S. Bank National Association, as Trustee(13)

4.58	Form of 5.500% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.57)(13)

4.59	Sixty-Fifth Supplemental Indenture dated as of March 14, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(14)

4.60	Form of 4.000% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.59)(14)

4.61	Sixty-Sixth Supplemental Indenture dated as of March 14, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(14)

4.62	Form of 4.125% to 6.000% Prospect Capital InterNote® due 2031 (included as part of Exhibit 4.61)(14)

4.63	Sixty-Seventh Supplemental Indenture dated as of March 14, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(14)

4.64	Form of 5.500% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.63)(14)

4.65	Sixty-Eighth Supplemental Indenture dated as of March 14, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(14)

4.66	Form of Floating Prospect Capital InterNote® due 2023 (included as part of Exhibit 4.65)(14)

4.67	Supplemental Indenture dated as of March 15, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(15)

4.68	Form of Global Note 5.875% Senior Note due 2023(16)

4.69	Sixty-Ninth Supplemental Indenture dated as of March 21, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(19)

4.70	Form of 4.000% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.69)(19)

4.71	Seventieth Supplemental Indenture dated as of March 21, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(19)

4.72	Form of 4.125% to 6.000% Prospect Capital InterNote® due 2031 (included as part of Exhibit 4.71)(19)

4.73	Seventy-First Supplemental Indenture dated as of March 21, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(19)

4.74	Form of 5.500% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.73)(19)

101

4.75	Seventy-Second Supplemental Indenture dated as of March 21, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(19)

4.76	Form of Floating Prospect Capital InterNote® due 2023 (included as part of Exhibit 4.75)(19)

4.77	Seventy-Third Supplemental Indenture dated as of March 28, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(20)

4.78	Form of 4.000% Prospect Capital InterNote® due 2020 (included as part of Exhibit 4.77)(20)

4.79	Seventy-Fourth Supplemental Indenture dated as of March 28, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(20)

4.80	Form of 4.125% to 6.000% Prospect Capital InterNote® due 2031 (included as part of Exhibit 4.79)(20)

4.81	Seventy-Fifth Supplemental Indenture dated as of March 28, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(20)

4.82	Form of 5.500% Prospect Capital InterNote® due 2043 (included as part of Exhibit 4.81)(20)

4.83	Seventy-Sixth Supplemental Indenture dated as of March 28, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(20)

4.84	Form of Floating Prospect Capital InterNote® due 2023 (included as part of Exhibit 4.83)(20)

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)

23.1	Opinion and Consent of Venable LLP, as special Maryland counsel for the Registrant(10)

23.2	Opinion and Consent of Venable LLP, as special Maryland counsel for the Registrant(17)

23.3	Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom LLP, as special New York counsel for the Registrant(18)

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.

102

(1)	Incorporated by reference from Post-Effective Amendment No. 1 of the Registrant’s Registration Statement, filed on March 1, 2012.

(2)	Incorporated by reference from Post-Effective Amendment No. 2 of the Registrant’s Registration Statement, filed on March 8, 2012.

(3)	Incorporated by reference from Post-Effective Amendment No. 3 of the Registrant’s Registration Statement, filed on March 14, 2012.

(4)	Incorporated by reference from Post-Effective Amendment No. 9 of the Registrant’s Registration Statement, filed on January 4, 2013.

(5)	Incorporated by reference from Post-Effective Amendment No. 10 of the Registrant’s Registration Statement, filed on January 10, 2013.

(6)	Incorporated by reference from Post-Effective Amendment No. 11 of the Registrant’s Registration Statement, filed on January 17, 2013.

(7)	Incorporated by reference from Post-Effective Amendment No. 12 of the Registrant’s Registration Statement, filed on January 24, 2013.

(8)	Incorporated by reference from Post-Effective Amendment No. 13 of the Registrant’s Registration Statement, filed on January 31, 2013.

(9)	Incorporated by reference from Post-Effective Amendment No. 14 of the Registrant’s Registration Statement, filed on February 7, 2013.

(10)	Incorporated by reference from Post-Effective Amendment No. 15 of the Registrant’s Registration Statement, filed on February 11, 2013.

(11)	Incorporated by reference from Post-Effective Amendment No. 16 of the Registrant’s Registration Statement, filed on February 22, 2013.

(12)	Incorporated by reference from Post-Effective Amendment No. 17 of the Registrant’s Registration Statement, filed on February 28, 2013.

(13)	Incorporated by reference from Post-Effective Amendment No. 18 of the Registrant’s Registration Statement, filed on March 7, 2013.

(14)	Incorporated by reference from Post-Effective Amendment No. 19 of the Registrant’s Registration Statement, filed on March 14, 2013.

(15)	Incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed on March 15, 2013.

(16)	Incorporated by reference to Exhibit 4.2 of the Registrant’s Form 8-K filed on March 15, 2013.

(17)	Incorporated by reference to Exhibit 5.1 and 23.1, as applicable, of the Registrant’s Form 8-K filed on March 15, 2013.

(18)	Incorporated by reference to Exhibit 5.2 and 23.2, as applicable, of the Registrant’s Form 8-K filed on March 15, 2013.

(19)	Incorporated by reference from Post-Effective Amendment No. 21 of the Registrant’s Registration Statement, filed on March 21, 2013.

(20)	Incorporated by reference from Post-Effective Amendment No. 22 of the Registrant’s Registration Statement, filed on March 28, 2013.

103

SIGNATURE

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 6, 2013.

	PROSPECT CAPITAL CORPORATION

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

104