Good morning, and welcome to the Prospect Capital Corporation Fiscal Year Earnings Release Conference Call. All participants will be in listen-only mode. [Operator Instructions] After today’s presentation, there will be an opportunity to ask questions. [Operator Instructions] Please note this event is being recorded. I would now like to turn the conference over to Mr. John Barry, Chairman and Chief Executive Officer. Please go ahead.

Thank you very much Alison. Joining me on the call today are Grier Eliasek, our President and Chief Operating Officer; and Brian Oswald, our Chief Financial Officer. Brian?

Thanks, John. This call is the property of Prospect Capital Corporation. Unauthorized use is prohibited. This call contains forward-looking statements within the meaning of the securities laws that are intended to be subject to Safe Harbor protection. Actual outcomes and results could differ materially from those forecasts due to the impact of many factors. We do not undertake to update our forward-looking statements unless required by law. For additional disclosure, see our earnings press release, our 10-K, and our corporate presentation filed previously and available on the Investor Relations tab of our website, prospectstreet.com. I’ll turn the call back over to John.

Thank you, Brian. Our net income in the June quarter was $94.8 million or $0.26 per share, the latter up 24% year-over-year. Our net investment income or NII was $89.5 million or $0.25 per share. Our recurring interest income mix in the June 2015 quarter was 96%, up from 86% in the June 2014 fiscal year. Thereby reflecting the high quality of our earnings stream with a lack of dependence on non-recurring fee income. As a tax efficient regulated investment company, our shareholder dividend payout requirement is based on taxable distributable income rather than GAAP net investment income. In the June quarter, we generated distributable income of $96.3 million or $0.27 per share. This represents $0.02 per share more than our recently declared dividends. Our distributable income for the full June 2015 fiscal year was $0.12 per share greater than our dividend. While regulated investment companies may utilize spillback dividends in the subsequent tax year to count toward prior-year distribution requirements, distributable income consistently in excess of dividend enhances the possibility of future special dividends in order to maintain regulated investment company status. We have previously announced monthly cash dividends to shareholders of $0.08333 per share for August, for September, and for October 2015, with the latter representing our 87th consecutive shareholder distribution in our Company's history. We plan on announcing our next series of shareholder distribution in November. We have generated cumulative distributable income in excess of cumulative dividends to shareholders since Prospect’s IPO 11 years ago. From the IPO through June 2015, our taxable income is currently $53.1 million, in excess of dividends to shareholders and excess of $0.15 per share. Since our IPO 11 years ago through our October 2015 distribution at the current share count, we will have played out $14.12 per share to initial continuing…

Thanks John, our business continues to grow at a solid and prudent pace. Prospect has scaled over $7 billion of assets and undrawn credit, our team has reached approximately 100 professionals representing one of the largest dedicated middle market credit groups in the industry. With our scale, longevity, experience and defense, we continue to focus on a diversified investment strategy that covers third-party private equity sponsor-related and direct non-sponsor lending, Prospect sponsored operating and financial buyouts, structured credit, real estate yield investing and online lending. At June 30, our controlled investments at fair value stood at 29.9% of our portfolio. This diversity allows us to source a broad range and high volume of opportunity. Then select in a disciplined bottom ups manner, the opportunities we deem to be the most attractive on a risk-adjusted basis. Our team typically evaluates thousands of opportunities annually and investment in a disciplined manner in a low-single digit percentage of such opportunities. Prospect’s originations in recent months have been well diversified across our five primary origination strategies. Prospect originated approximately $2 billion of investments during the June 2015 fiscal year. Our non-bank structure gives us the flexibility to invest in multiple levels of the corporate capital stack with the preference for secured lending and senior loans. At June 30, our portfolio at fair value comprised 53.8% first lien, 18.3% second lien, 17.3% structured credit with underlying first lien assets, 0.8% small business whole loan, 2.2% unsecured debt and 7.6% equity investment resulting in 90.2% of our investments being assets with underlying secured debt benefiting from borrower pledged collateral. Prospect’s approach is one that generates attractive risk-adjusted yields and our debt investments were generating an annualized yield of 12.7% as of June 2014, an increase of 0.6% over June 2014 and an increase of 0.3% over…

Thanks, Grier. We believe that prudent leverage, diversified access to match book funding, substantial majority of unencumbered assets and weighting toward unsecured fixed rate debt demonstrate both balance sheet strength as well as substantial liquidity to capitalize on attractive opportunities. Our company has locked in a ladder of fixed rate liabilities expending approximately 30 years in to the future, while the significant majority of our loans float with LIBOR, providing potential upside to shareholders as interest rates rise. We’re a leader and innovator in our marketplace. We were the first company in our industry to issue a convertible bond, develop a notes program, issue an institutional bond and acquire another BDC. Shareholders and unsecured creditors alike should appreciate the thoughtful approach differentiated in our industry which we have taken toward construction of the right hand side of our balance sheet. As of June 2015, we held approximately $5.1 billion of our assets as unencumbered assets, representing approximately 77% of our portfolio. The remaining assets are pledged to Prospect Capital Funding which has a AA rated $885 million revolver with 22 banks and with $1.5 billion total size accordion feature at our option. The revolver is priced at LIBOR plus 225 basis points and revolves until March 2019. Outside of our revolver, and benefiting from our unencumbered assets, we’ve issued at Prospect Capital Corporation, multiple types of investment grade unsecured debt including convertible bonds, institutional bonds and program notes, all of these types of unsecured debt have no financial covenants, no asset restrictions, no cross defaults with our revolver. We enjoy a BBB rating from S&P and a BBB+ rating from Kroll. We’ve tapped the unsecured debt market to expand our liability duration up to approximately 30 years. Our debt maturities extend through 2043. With so many banks and debt investors…

Thank you, Brian. We can now answer any questions. Bring them on.

Thank you. [Operator Instructions] And our first question comes from Terry Ma from Barclays. Please go ahead.

Hey, guys. Can you maybe just give us a sense of how you're thinking about the planned spins in the event the SEC review drags on or the valuation isn't in line? Have you contemplated any other avenues to generate value for your shareholders?

Sure, and thank you for your questions, Terry. Well, let’s see – I’ll answer the second one first. On the valuation question, and I want to underscore this, we are not interested in proceeding with spins on a no matter what basis on attractive valuation, and that’s why we deliberately added more language to you erase any confusion on that subject. So we just simply won’t to do them if marketing conditions aren’t compelling and we are happy to be patient. In the event that marketing conditions continue for a while and not attractive, we could explore other avenues, for example with the real estate book, which we could potentially sell and then invest into higher yielding assets, that book generates yields slightly below our weighted average yield today. Of course those yields are growing through rent and occupancy growth. So we have other avenues available to us, for example, with the book. Pertaining to the regulatory question, we have received positive feedback to-date, and in fact have engaged with a regulator about a year-ago pertaining to the spin-offs and the format. But it’s just taking some time to go through the mechanics of getting all that approved and obviously there is only so much we can do, we are trying to move that along as expeditiously as possible. I do want to also emphasize and we added this just disclosure as well that we currently don’t anticipate the spends in the aggregate to be more than about 10% of our assets, which would envision only a modest partial spin of our structured credit portfolio, not the entire portfolio. So as folks think about the impact of spins in light of my valuation comments earlier in our prepared remarks and the size up to obviously if you complete fewer than three spins, the 10% goes down to a single-digit percentage and determine your own impact on what you think would be on the business from there. Terry, is that helpful to you?

Yes, that's helpful. I just have two more follow-up questions. Can you just remind us how large your repurchase program is and what your appetite for repurchasing shares are going forward?

I am sorry, Terry. Could you repeat that question, I apologize. There is a little bit of background noise.

Can you just remind us how large your share buyback program is and what your appetite for share buybacks are going forward?

Absolutely. We currently have authorization for 100 million and we elected given available liquidity, we had some repayments recently and the backdrop of the share price. We elected to avail ourselves of that Board authorization and we repurchased approximately $30 million worth of stock in the past month before we enter a blackout period for earnings. Does that answer your question, Terry?

Yeah. What's your appetite for buybacks going forward?

Sure. Well, it’s only part of the potential investment options for the company that obviously look attractive when you’re at certain trading levels. I want folks to realize that we have multiple competing objectives to think about and one of the most important objectives for us that we are quite focused on is making sure we stay within appropriate leverage constraints of our company appropriate for an investment grade company that desires, wants, enjoys and needs continuous access to the bond markets, including the investment grade bond markets. We are the only issuer in our industry that enjoys the benefits of tapping to weekly program notes, which are terrific just in time capital that supplement our secured financing. And we are running at about between 75% to 80% debt to equity. So we have to be very thoughtful about that. But the share repurchases are indeed part of the composite picture.

Okay. Got it. That's helpful. So I'm just going to indulge in one more question. Can you talk about Harbortouch payments? It looks like to me that you guys marked up the equity by 100% sequentially quarter-over-quarter. Can you just talk about that?

Okay. Well, that’s just one tranche of the capital we hold. We hold several tranches against Harbortouch. We are the primary lender to the company and on a fully diluted basis, we own I think it’s about 53% or 54% approximately of the equity. We entered with very attractive valuation attachment point when we purchased control of the company in conjunction with a follow on investment. Previously, we’ve just been a lender and the second stage deal was done in spring of 2014. The payment space in which Harbortouch is a significant sized company is a diversified, highly recurring cash flow and gross business benefitting from technology trends, including mobile payments, including improving information technology and tools available for local merchants that Harbortouch addresses. So Harbortouch is seeing strong recurring cash flow and strong growth against a comp set of public and private companies and M&A comps that are double-digit in nature. So as a result, that business was written up through our robust valuation process that some may know on this call and some may have forgotten that our company prospects when we went public 11 years ago, brought best practice valuation to the industry by having every company and every security fair valued on a positive assurance basis. So we don’t do valuations around here, third parties do them and that’s what goes in with the concurrence of our independent directors into our Q’s and K’s.

Got it. I'm just a little bit surprised at how aggressive the actual markup in evaluation was. We can take that offline, though, in the interest of other questions.

And Terry, those marks are not – the category [ph] of marks up is a company, but this is done on a third-party basis and I am sure, if you check with FinTech Multiples out there you’ll discover in the payment space. And you look at the some of the M&A comps, like Mercury comes to mind, with what Vantiv paid for them in the past year is one comp and there are others out there, you will see there is some fairly quantitatively robust comps that support that. And before we leave with your question, let’s just see if John has anything to add to your excellent list of questions. John?

Yes, hey, Terry. Thank you very much. Those are great questions. So I do have a couple of comments. I want to take in the reverse order. We have Lincoln International do our valuations. I think many people on this call are familiar with Lincoln as a respected valuation firm, and their job is not to be high or low, but to be as exactly as they can be. We cannot influence the valuations that Lincoln comes up with, those go directly to our audit committee and directly to the – excuse me, they go first to BDO, which has to sign off, and then BDO from time-to-time retains its own valuation consultants to five spec and pressure test valuations that are produced by Lincoln. The ultimate and so if the BDO valuation experts don’t like or if BDO or its valuation experts or both, I am not saying, I don’t believe BDO has an independent valuation expert check every single one of our, whatever 140 positions. But whenever BDO has reason to want a second opinion, they have on retainer their own valuation firm, which as I said, can five spec and push back and pressure test. So that’s step one, Lincoln. Step two, goes to BDO. Step three goes to the Audit Committee of our Board. And step four is the full Board. We cannot assign evaluation outside of the range provided by Lincoln and keep BDO happy. We just – they are not interested in signing off on financial statements, where any valuation comes outside of range given by the independent valuation experts. So I wanted to share this review, so you understand that this come to us from third-parties that we do not control, who also had no financial incentives. In fact, they have no financial…

Yes, thank you.

I hope so. We are trying to be as helpful as we can, because we appreciate your interest in our company. Thank you very much. Let’s get to next question.

Our next question comes from David Chiaverini from Cantor Fitzgerald. Please go ahead.

Thanks a lot. Good morning. So you mentioned that you plan to increase the amount of online loans in the portfolio. Could you talk about to what extent you’ve hired professionals with expertise in consumer credit to run and manage the online lending business?

Well, I am going to go first and then Grier is going to pick up this. We have had a dedicated online lending team at Prospect since before the time I’ve heard the word online lending. So we have four, let’s see, at least four professionals who are full time engaged in online lending. And it’s managing director and it is three associates and support staff. And I would say maybe I am guessing, Brian, how many of our accounts are specializing in online lending, it’s a very –

Four accountants just doing online.

Four accountants just doing online. So you can think about online and then we have at least one and a half lawyers spending their time. So you might think about online lending as having a – being as based on an employee basis of a dedicated team of 8 to 10 people. On the deal side, those people do almost nothing else. When a friend of theirs sends a deal to us, it’s not online lending, they send it elsewhere inside the firm. The areas of expertise that we have developed are on the software, our own valuations, method of valuing these things, so we know which loans, which to buy which not. We purchased portfolios from multiple providers On Deck, Prosper, Lending Club, Marlette right down the line and we have purchased from I think probably I’ve lost count, probably eight or more originators of online loans. We are able to compare how On Deck does it, how Lending Club does, how Prosper, how Marlette does it. Marlette is run by a very old friend of mine, Bob Conrad. And being Switzerland to all of these online originators, we are able we believe to separate the wheat from the chaff. We are able to say we will take these loans, we will not take these. We would like to securitize these loans, we are not going to securitize this. We are – we would like these FICO scores or we don’t like those. We want this maturity, we don’t like those. We will pay this, and we won’t pay that. So I guess the question I would ask is, do I see any other company out there with as expertised and dedicated on online trading group as Prospect, let me think about that. I suppose I would throw out Lending Club and On Deck. They have been doing this a little somewhat longer than we have, but I am struggling to add other names to that list. When you are Switzerland, by the way, again you are not picking out the billboards, you are not putting the ads in the paper, you are not on the radio with the megaphone, we are doing this, we are doing that. You are quietly working behind the scenes to aggregate a very large portfolio of online loans. To my knowledge, we are the largest owner of online loans on our books. Grier, I am struggling, who has a bigger asset base and experience with online loans than we do? I am turning this over to Grier now.

Sure. I would say, we are one of the top – we think we are one of the top three institutions in the online lending space and I would add to the expertise, David, that we have a substantial portfolio of bricks and mortar businesses focused on consumer finance where there is obviously a lot of similar analyses relating to APRs, delinquencies, charge-offs different origination profile, but similar in terms of risk assessment and underwriting. We’ve been a lender and/or owner to companies such as Regional Management, First Tower, Credit Central, Nationwide Acceptance on the auto side, the latter spanning the vast bulk of the past decade. So we’ve got deep expertise including seeing how these businesses perform across recession. I remember when we – their first underwriting as a lender to Regional Management which is now a public company, they’ve since repaid our junior debt investment for many years back. I remember we looked at recessions going back to the 1980s and how delinquencies and charge-offs performed for consumer credit, specifically installment. I’d also, David that we’re in the process of building a specialized software within this part of our business to give us additional edge with our underwriting, with our reporting. This is a logistically and operationally complex business to run because it’s so granular in nature. Our corporate lending business outside of structured credit has approximately 100 or so loans. In the consumer and add small business to that, online space, we have tens of thousands of loans and they’re operationally intense where you need a small army of accountants and lawyers and tax people and deal professionals to address it. So, technology becomes an important solution alongside our people and we’ve got to continue this improvement mindset and also there is complexity comes in through multiple credit facilities. I mentioned we’ve got three bank facilities and one securitization under our belts and we’re working on a number of other deals as well each of which has to be separately maintained and run from a financing standpoint. Has this been helpful to you, David?

Yeah, that’s great. Thanks very much.

Well, one thing you could add to would be when do we do the RMC deal, our first investment in this space? How many --

2007, which is why I said expands back almost a decade.

That’s great. Thanks for the color on that. And then, following up on your comment of rotating your portfolio out of lower yielding assets into higher yielding assets, while maintaining a focus on first lien, can you frame the opportunity and give a magnitude as to how many loans are considered lower yielding?

Sure. You can think of it -- if you look at our balance sheet and you see a weighted average yield on one of our agented physicians as in the range of say 9% or lower -- 8% to 9%, we really haven’t done anything lower than that. What we do is we split those underwritings into an A and a B piece each of which is a first lien and we generally done that about 50-50 demarcation point and our objective is to divest some or all of the A piece while still retaining important control rights through our intra-creditor vis-à-vis the new lender or lenders would bring in, also maintaining relationship ball control as the administrative agent and lead ranger for these deals. So, in general, we’re bringing in more passive players into these deals, think of more upstream things and insurance companies, maybe you’d see some sovereigns and pension plans as well. We’re not too keen on bringing direct origination competitors into these deals now without strong contractual protections. So, we’re fiercely protective of our relationships and what’s great is we’ve also been successful in charging servicing fees. They’re in the range of about 100 basis points or so to those players coming in. So, we’re not only getting the benefit of selling off assets and the magnitude is, we have about -- before we did these divestitures, I’m going to say, close to not quite three quarters of a billion dollars of assets in that call Term Loan A lower yielding 5.5% to 6.5% type of paper and we sold about $170 million approximately. Today, we’ve got a lot of other processes ongoing right now. So, we now get the benefit of selling off 6%, 6.5% and we reinvesting into a much higher yielding position or weighted average yield as a business about 12.7%. So, if we reinvested at the same weighted average that would be significant expansion and then we get the servicing revenue on top of that. So, we’re in the early stages of that now with a lot more Term Loan A sales to complete but we think we’ve made nice progress, strengthened and built our capital markets and syndication capability. We’ve a team led that is dedicated and focused on that effort. We’re looking at potentially supplementing that. And that’s a capability set that we may look to harness more on the front-end to arrange and take down scale deals and sell-off pieces at the front-end as opposed to after the fact utilizing the benefit of our scale balance sheet. So, that’s the potential earnings driver in several ways.

Thanks very much.

Thanks, David.

Our next question comes from Leslie Vandergriff from Raymond James. Please go ahead.

Hi, good morning guys. I’ve a quick question. You talked about purchasing some of the portfolio assets from OnDeck. Could you give me some color on that number for the quarter?

We purchased about $60 million of loans from OnDeck I think since December, probably the last part of that was during the last quarter.

And we securitized approximately half of those assets, give or take, by teaming up with another purchaser of those assets to get more scale benefits and that’s the securitization that I referenced and we completed that just in the past month. And I think we’re getting over 200% return on equity. Half of that residual tranche. So, we’re keen on growing our small business lending initiative and that is not currently part of the spin-off due to regulatory format of a publicly-traded partnership, consumer loans fit a lot easier into those and to that advantageous format and small business loans unlevered our 70% basket loans. So, it’s a long way saying. Right now, our intention is to keep these small business loans and the related securitizations here on Prospect’s balance sheet.

Okay, perfect. And then another question. You talked about rising interest rates. You got it in the presentation about a 5% increase are due to an investment income. At what point do you guys start getting a positive impact?

At around 100 -- I think it’s 115 basis points.

Perfect. All right. Thank you, it’s helpful.

And I want to add something else related to interest rates because we get -- we get a lot of questions about interest rate sensitivity not only in our main business but our structured credit business. That business generates a lot of questions at 17% of our assets that you think it would be 71% of our assets sometimes based on the number of questions. What we’re encouraged there is this question on what happens with rising rates pertained to valuations and income and basically, the way our cash flows work in that business is we assumed LIBOR forward curve. So -- and the LIBOR forward curve is an amalgamation of everybody’s expectations out there from all global market participants. So, if interest rates follow the path of the forward curve, we would expect de minimis impact on valuation and income. If rates should increase to a lesser extent than the forward curve and perhaps settled be the case if the Fed decides to defer, all those things being equal, because there is a lot of variables at play here including the credit risk, of course, we would expect to see a benefit in our book. The same token if rates went faster than forward curve, we would expect to see some compression, not some giant amount but some compression related to getting to the 100 basis point LIBOR floor on the asset side while the liabilities are going out. But the important bottom line is, this is already factored into the cash flows of the forward curve, which already has rates going up. And we get a lot of questions about that, a lot of confusion. I saw your excellent questions an opportunity to address that. John, do you have anything you want to add to that?

No, I do not. We’re going to stick with you Grier. This is going well with you.

Brian has something to add, sorry, go ahead.

Yes, I just wanted to talk about yes, it takes 115 basis points till we see positive effect, but the downside effect is virtually immaterial because of the limited amount of floating rate liabilities that we have. We have $300 million outstanding on our credit facility. That is the only floating rate debt that we have. So, even if it went straight to the verge in a way just below 1%, we’re talking about an annualized difference of $3 million. So, the effects of minor increases in interest rates are not going to have any effects on Prospect on the quarterly basis.

I just calculated that as like $0.001 to $0.002 per share. It’s de minimis.

Perfect. Well, thank you for that color.

Thanks, Leslie.

This will conclude our question-and-answer session. I would like to turn the conference back over to management for any closing remarks.

Well, thank you very much, Alison. We appreciate the time that you and everyone who has joined our call has taken and I wish everyone a pleasant and enjoyable lunch and afternoon and the rest of August. Thank you all very much for joining our call. Bye now.

Thank you all.

The conference is now concluded. Thank you for attending today’s presentation. You may now disconnect.