Good morning and welcome to the Prospect Capital’s Fiscal Year Earnings Release Conference Call. All participants will be in listen-only mode. (Operator Instructions) After today’s presentation, there will 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, the CEO. Please go ahead.

Thank you, Zelda. 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 on our Web site, prospectstreet.com. Now I’ll turn the call back over to John.

Thank you, Brian. With so many new investors interested in our company, we invite those new to Prospect to review separate and recently recorded webinars as an introduction to Prospect. Investors can access such webinars through the Investor Relations tab on our Web site, prospectstreet.com. During those events, we talked through our overview corporate presentation that is also available on our Web site. Now, on to our financial results for the fiscal year and quarter. Our net investment income, or NII, in the June 2014 fiscal year was $357.2 million, or $1.19 per weighted average share. Our net income in the June 2014 fiscal year was $319 million, or $1.06 per weighted average share. Our NII in the June 2014 quarter was $84.1 million, or $0.25 per weighted average share. Our net income in the June 2014 quarter was $71.7 million, or $0.21 per weighted average share. NII and net income decreased from March to June primarily due to a decrease in originations from $1.3 billion in the March quarter to $444 million in the June quarter, reducing structuring fees. We previously announced our shareholder distributions through December 2014. The December 2014 dividend will be our 77th shareholder distribution and our 54th consecutive per share monthly increase. Our NII has exceeded dividends by $31.1 million and $0.09 per share over the cumulative history of the company. Since our IPO 10 years ago to our December 2014 distribution at the current share count we will have paid out $13.26 per share to initial continuing shareholders and $1.3 billion in cumulative distributions to all shareholders. Our NAV stood at $10.56 on June 30, down $0.12 from the prior quarter. We’ve delivered solid returns while keeping leverage prudent. Net of cash and equivalents, our debt-to-equity ratio was 72.9% in June, up from 67.9% in March. We have substantial liquidity to drive future earnings through prudent levels of matched-book funding. We are currently pursuing initiatives to trim our funding costs, opportunistically harvest certain controlled investments, and rotate our portfolio out of lower-yielding assets into higher-yielding assets while prioritizing first lien senior secured lending. Our company is locked in a ladder of fixed rate liabilities extending 30 years into the future while most of our loans float with LIBOR, providing potential upside to shareholders should interest rates rise. Thank you. I will now turn the call over to Grier.

Thanks, John. Our business continues to grow at a solid and prudent pace. Prospect has now scaled at over $7 billion of assets and undrawn credit. Our team has increased to approximately 100 professionals, representing one of the largest dedicated middle-market credit groups in the industry. With our scale, longevity, experience and deep bench, we continue to focus on a diversified investment strategy that covers third-party private equity sponsor-related lending, direct non-sponsor lending, Prospect-sponsored operating buyouts, Prospect-sponsored financial buyouts, structured credit, real estate yield investing, online lending, aircraft leasing and syndicated lending. In June 2014, our controlled investments at fair value stood at 26.2% of our portfolio, an increase from 19.5% the prior year. This diversity allows us to source a broad range and high volume of opportunities, then select, in a disciplined bottoms-up manner the opportunities we deem to be the most attractive on a risk-adjusted basis. Our team typically evaluates thousands of opportunities annually and invests 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 nine origination strategies. Prospect originated and closed nearly $3 billion of investments during the 2014 fiscal year. Our non-bank structure gives us the flexibility to invest in multiple levels of the corporate capital stack with a preference for secured lending and senior loans. In June 2014, our portfolio at fair value consisted of 56.2% first lien, 19.2% second lien, 18% structured credit with underlying first lien assets, 1.4% unsecured debt, and 5.2% equity investments, resulting in 93.4% of our investments being assets with underlying secured debt. Prospect’s approach is one that generates attractive risk-adjusted yields and our debt investments were generating an annualized yield of 12.1% as of June 2014. We also hold equity positions in many transactions that…

Thanks, Grier. As John discussed, we’ve grown our business with prudent leverage, which we expanded last quarter through two scale unsecured term debt offerings to help drive our earnings. Net of cash and cash equivalents, our debt-to-equity ratio stood at 72.9% in June, up from 67.9% in March. We believe our prudent leverage, diversified access to matched-book funding, substantial majority of unencumbered assets and weighting towards 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 extending 30 years into the future while most 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, conduct an ATM program, develop a notes program, issue an institutional bond and acquire a competitor as we did with Patriot Capital. 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 2014, we held more than $4.9 billion of our assets as unencumbered assets, representing approximately 80% of our portfolio. The remaining assets are pledged to Prospect Capital Funding LLC which has a AA-rated $877.5 million revolver with 29 banks and with a $1 billion total size accordion feature at our option. The revolver is priced at LIBOR plus 275 basis points and revolves for three years followed by two years of amortization with interest distributions continuing to be allowed to us during the amortization period. We started the June 2012 quarter with a $410 million revolver at 10 banks, so we’ve seen significant lender interest as we’ve grown…

Thank you, Brian. We can now answer any questions.

(Operator Instructions) The first question comes from Terry Ma from Barclays. Please go ahead.

So it looks like your originations were somewhat constrained this past quarter. So can you maybe just talk about your investment pipeline going forward, and how you plan on funding new investments given your leverage levels are close to 0.77 right now?

Sure. Thank you for your question, Terry. We’ve got a number of repayments that have come in recently, and, in fact, we’ve had repayments in excess of originations quarter to-date and expect some other repayment activity potentially later on in the quarter so that’s one source of the originations. Another source is, which is an important potential catalyst for the future for our company is we’ve got an initiative going on right now to potentially sell off some of our lower-yielding assets. We have some first lien senior secured assets yielding in the range of 6% to 7% which acts as an overall drag on our weighted average yield and we are looking to potentially exit those while retaining administrative control and stewardship of the same credits. So doing so in an attractive risk-protected way and then rotate into higher-yielding assets. So that would be another important source of liquidity. Thirdly, we announced recently that we exited AirMall at a pretty nice return and we’re looking at other controlled investments in the portfolio for potential exits as well. So we have multiple sources there, Terry, of liquidity, and we also have debt capacity on top of that to boot.

Can you maybe just talk a little more about this senior loan initiative, and how big maybe that can get? You're already using a sizeable portion of your non-qualified buckets, so I would imagine there's not too much room for you to grow the senior loan initiative.

We have observed how other companies in our industry have utilized the path that consumes so-called 30% basket capacity and we look at that usage and in the past we would take would not consume the 30% basket. We would actually do so in a way so that our assets would be primarily qualifying at least as one of the key strategies we’re looking at. There is some other strategies that might utilize a portion of the 30% bucket, but we are looking at innovative ways that are different from how others have approached things.

Do you guys have a partner in place yet or is this still in the works?

It’s still in the works, but we’ve made a lot of progress in the last few months. You always have a little bit of a summer slowdown with these things and we hope to make more progress towards Labor Day.

First on the reversal of the excise taxes in the quarter and the prepaid excise tax asset, can you give us an estimate on the dividend spillover right now?

I’m going to ask Brian to handle that. Thanks, Greg.

Yeah, the dividend spillover we disclosed what it was as of August 31 which is when we filed our last - the period for which we filed our last return. We have an August tax year-end and it was, I believe, about $108 million at that point. Obviously, we’ve used some of that this year as dividends have been in excess of NII, but we still have a significant amount of spillover to fund dividends in the future.

And then on the - some of the restructured hold-co debt that you moved down to the operating company in the quarter, several of them had some lower rates on it. I’m just trying to get a feel for how much of this quarter reflected the old rate versus the new rates. So can you maybe give us some timing of when those restructurings happened in the quarter for the new run rate?

Yeah, most of those restructurings were done mid-May to mid-June and those rate reductions should allow these portfolio companies to actually start to generate dividend capacity going forward.

Are there any remaining controlled companies that you still need to move the debt down to the operating company level?

No. All of them have been moved at this point.

Greg, just to jump in there to supplement that answer, lest you think that some others going to be a -- some down tick in income from those companies, remember these are companies where we own a significant portion of the equity as well and have the ability to take recurring distributions and do so for many of those. We had a question, for example, this morning related to First Tower, one of our investments that’s less than 5% of our assets, and the rate being slightly less on the debt going forward than the past. I would encourage folks not to read too much into that for a company like Towers, continues to do well. It’s actually eclipsing year-to-date income year-over-year, and I just want to make sure that you get an accurate picture of the future there Greg.

That's great color. Just thinking about since you brought up First Tower, looking at the income you were generating on your $273 million investment at 20%, and now it's $250 million at, I think, 17%, and the rest is put into equity. In your 10-K, you showed kind of the net income for First Tower, and I believe it was negative. Does that mean, even if there's excess cash flow at First Tower because there's not GAAP income, that the dividends won't count as dividend income?

No, it does not mean that. The GAAP recognition of dividends is based on taxable earnings for dividend recognition for RIC, not GAAP earnings, and of course the GAAP earnings are going to be colored by the debt we put against such assets and depreciation and other factors. We look at the recurring cash flow power generation of the company, which of course, is also governed by the first lien credit documentation with the bank group as well, but we’re pleased with the direction that Tower is going.

And then one final question, and I'll hop back in the queue. For the past two years, you've always released kind of the next three months dividend announcement with the earnings kind of simultaneously. And we didn't see that last night, making the dividend announcement with the earnings. What should we think about that? Is there anything we should read into that?

Not really Greg. The Board has announced dividends going out through the end of December which is a pretty long runway and we thought we would just digest information from the market and how the portfolio is performing and have more to say about that next quarter. We also, I would add to that, continue to have spill back income, as Brian had said earlier, as a bank [so as to][ph] the value of dividends for the future as well.

The next question comes from Ron Jewsikow from Wells Fargo Securities. Please go ahead.

Kind of following up on Greg's dividend question. We understand that you have spill over income and other items. But just kind of looking at dividend policy in 2015, would you be more apt to pay out a dividend that was at least somewhat supplemented from spillover income, or would you want to pay out of just core NOI?

Both areas are available acceptable baskets to support a distribution in our minds, both ongoing quarter-to-quarter as well as over the long term and we encourage folks to think about our business a little bit longer than one individual quarter and there can be some lumpiness in originations, for example, and we saw that last quarter with lower quarter for us in originations right on the heels of $1.3 billion, $1.4 billion record origination quarter in the March quarter. So there can be some lumpiness to deal flow going in as well as with exits that can drive some variability in results, primarily because of upfront fee income associated with such originations. So, hopefully that helps you in terms of looking at both the short term and the long term from current earnings as well as spill back.

Yes, it definitely does. And then, just a quick question on the conversion of some of your debt investments to increased equity stakes and the control companies. Does that relate to any covenants at the operating company level, such as like net debt to EBITDA?

The question is in terms of restructurings and moving debt, did we have to look at debt to EBITDA as one potential --.

Yeah, the covenants drive some of the increased equity stakes when things were pulled from the holding company to the operating company level.

In some cases, we’re not going to negotiate those deals with third-party bank groups with sureties in some cases that have bonding aspects. And then you have third-party management teams and stakeholders as well. So then folks don’t appreciate or realize that there’s a negotiation involved with people outside of our immediate control and you end up with what you end up, but again we own substantial amounts of equity of those controlling deals and as they perform and are able to pay distributions in excess of servicing interest and debt out of taxable earnings, so that’s also available to support investment income at Prospect and the dividend as well.

And then, just my last question following up on that. These equity stakes, do most of them not have restricted covenants then on paying dividends to you guys, or could you kind of give a ballpark percentage?

As you can imagine, that’s a significant area of intense focus as we’re negotiating. The deals that are the most sensitive to that are the asset intensive ABL facilities with our finance-co book of which we have three such companies and we’ve negotiated, in all those cases, a 100% payout of income. In other cases and other companies, the third party is in control. But we’ve been a lender that we’ve noticed that hasn’t necessarily been the case but that’s an important condition precedent, if you will, for our being interested in holding such businesses because the whole point is that we hold those companies very tax efficiently with RIC-qualifying income as partnerships not as C-Corps and we want to be able to maximize the distribution payout out of those businesses. And those businesses also run with an availability cushion as well because there’s seasonality involved, there is growth and they want to make sure they have a cushion, a cushion against bumps in the economy et cetera, but all three of those have a 100% payout in the documents.

The next question from Christopher Knowland from MLV & Company. Please go ahead. Christopher Knowland - MLV & Company: Back to the dividend for one second. Did Brian mention what the spillover income was? Because I might have missed it.

I only disclosed what we had disclosed which was through August of last year. I mean a good estimate would be to take whatever our dividends are in excess of NII and reduce that amount by that difference. Christopher Knowland - MLV & Company: And then going out beyond December in terms of the dividend, given that the company has not covered the dividend for any quarter for fiscal 2014. Is a return of capital part of the plan just to maintain the payout, or is the policy, once the spillover income is exhausted, adjust to the right size of dividend for the earnings?

Our policy strategy is to focus on paying out dividends out of taxable earnings and to avoid return on capital distributions over the long term, and we do have a spillback available to us to support that. But we also have catalysts which we hope will drive our earnings going forward. I mentioned our work on reducing our financing costs, which we hope and expect to have a significant impact on our business. Our work on the senior loan initiative, we have right now, I think, over $400 million of assets that are earning 6% or 7%, actually maybe it’s $600 million now. And if you can rotate those into double-digit yielding assets, then that should be highly accretive to our business. Then I mentioned our potential exit of control deals that if we exit at the right price we can then reinvest into income-producing new investments. Properties don’t drive income, and we have debt capacity to do it. So we have a few different levers, if you will, to pull there, Chris, which we hope can help drive the future. Christopher Knowland - MLV & Company: Grier, as a follow up to that, incrementally, back of the envelope estimate, you needed about 100 basis point improvement in overall yield of net investment income to cover the dividend, do you think all those initiatives that you are outlining could achieve that, achieve a full coverage of the dividend?

We’ll have more to say about that Chris in the future because some of them are further along. For example, the reduction in our financing, as Brian indicated, we hope to have more say about that in the near future. Some of those are a little bit longer-term initiatives. Christopher Knowland - MLV & Company: Last question, peak debt to equity ratio, I know you guys as I recall mentioned 0.70 would be the peak, now we're beyond that. What's the thinking on that?

When you say peak, we’ve talked about running our business somewhere in the 0.6 to 0.75 debt-to-equity range, but these are rough guidelines and averages and you might have your leverage go a tad higher if you’re expecting a big pay-off to occur a week later. Right now, our revolver has almost nothing drawn on it, for example, and we just had a almost $200 million repayment that had been in the works. So these are going to go along sign curve if you will. But our long term, if we run at 0.75 give or take debt-to-equity, that’s a pretty sizeable cushion compared to 1 to 1 especially when you consider that 93% of our assets, including the underlying, are secured debt instruments that are quite comfortable and capable of covering that debt with a sizeable cushion, which we feel very comfortable about that, and we also would point other factors that sometimes get lost in the mix. One is how we have a significant amount of long-term funding that’s fixed rate and gives us to have the ability to benefit if and many folks say when short-term rates should spike. The other aspect, of course, is that we only encumber about 20% or so of our assets for a revolver so you’ve got the other 80% of assets unencumbered to benefit term lenders and equity shareholders alike. So when you have those significant de-riskers in the system, I’m not saying you’d run at 0.99 to 1, but you have arguably a lot more headroom because of those dynamics.

Next question comes from Finn Roche from Raymond James. Please go ahead.

We saw the lower levels of share issuance this quarter. Was that a function of less compelling incremental yields out there in terms of your cost of capital, or was that due to negotiations with the SEC?

As we disclosed, Finn, in our financials, we decided to curtail capital raising and we have that in our documents. In terms of the opportunities we’re seeing and how that drives the need for capital, we’ve got a decent pipeline right now. We’re being very selective in the current market. You did see about a 40 basis point decline in the yield from the March quarter to the June quarter, but we see a lot of that as maintaining credit quality and credit discipline as evidenced by our 0.1% fair value non-accrual rate at 6/30. So we’re not taking yields in our minds, we’re not chasing that incremental riskier deal. We’re maintaining a significant focus on senior secured debt again with 93% of our assets with an underlying secured debt. Instruments and we’re being quite risk averse in the current environment where we see some deals trade away at leverage attachment points we don’t like. So we’re going to maintain credit quality discipline, and of the thousands of deals we see, I think our book to look ratio is in the low-single digit rate, probably 1% to 2%. Having said that, we are still finding attractive opportunities. Having nine different origination strategies gives us the ability to look quite broadly at the market and again be disciplined about it. We’re seeing some interesting opportunities right now, for example, in real estate that had been a little bit quieter. Year-to-date, we were more active last year, but now we’re seeing some interesting opportunities in the current environment. Last quarter, structured credit was quite active for us. So we’ve got enough of wide per view of that. We should be able to find good looks in any given quarter for new originations, it’s just the question of to what degree.

And then just on specialty consumer finance, we've seen a lot of companies receive inquiries from various regulatory agencies. Have you experienced any of that?

Regulatory compliance is very, very important in all of our portfolio companies and Prospect as well, and not just the financial services companies. But with consumer finance, there is regulatory risk associated with investing in that sector. We’ve been investing in that sector going back to 2007, I think when we were lender to a regional management and it’s now a public company. That loan paid off years ago and now we own three financial services companies, I believe, which aggregate about 7% or so our assets, right Brian. It’s a relatively small percentage, however, having a compliance culture we think is critically important, and as our team members help to supervise those companies at the board level, insisting upon proper compliance, audits, third-party regulatory help is important. So we’re pleased with how things are going and we view that as a continuous improvement project.

Next question comes from Greg Mason with KBW. Go ahead.

I had one follow-up question. On the ATM program, I know the April Barclays program. You had 20 million shares, you've sold 5 million before you stopped the program. I think in the K, you said you were going to stop until you had filed this 10-K. So I guess my question is, is that program kind of now back effective? That's my first question. And then, how do you think about using it?

The answer is no on the first question. And on the second question, as we look at an ATM program compared to other types of equity issuance, as we’ve said on in this format in the past, we’re a big fan, we view it as efficient, low-cost, just-in-time, done right, accretive capital raising. Having said that, we’re not going to raise capital unless we see a good use for it based on what’s going on in the pipeline and the left hand side of the balance sheet. So we have utilized that program in the past. We did not, as of several months ago, and we’ll have to see about the future based on the opportunity set and based on making sure you would be doing so if we were doing so accretively.

If you saw those good opportunities, obviously, you'd want that to be effective. Is there just a time frame here that that ATM program could be effective, or is there something you have to accomplish to get that back up and running?

No, we haven’t made any final determinations yet on that Greg, and it will be against an opportunity set that we see in the market.

And then one final question, just to see if there are any one-time movements in the quarter, I think it seemed like AJAX had a $3.8 million PIC reversal as their sale is coming up, which seems like that was a negative one-time event. First off, did that happen in this quarter, and were there any other kind of one-time events on the revenue side?

That was the only real event on the revenue side that was non-recurring. Dividend income is always lumpy for our companies because we recognize it as it comes in, it’s not a continuous thing, and yes AJAX was done in the June quarter.

And generally we don’t use a lot of PIC income, Greg, as you know having followed us for many years. Because the thing about PIC income is you can recognize it short term but ultimately it doesn’t get paid, it gets reversed. So that’s not very helpful unless you are confident in getting the cash in is a lot more confident and inspiring than PIC-ing. And we have some instruments, for example, in the control book which contractually allow for PIC but get paid it in cash. So, sometimes people get confused about that, think that that PIC contract potential is the same actually PIC-ing on a quarterly basis which it is not.

This concludes our question-and-answer session. I would like to turn the conference back over to Mr. John Barry for any closing remarks.

Okay. Well, thank you all very much for participating in our call and I hope everyone has a nice lunch. Thank you very much.

Thanks a lot.

The conference has now concluded. Thank you for attending today’s presentation. You may now disconnect. Have a good day.