May 12, 2014
Nicholas Financial Makes Announcement Regarding Status of Arrangement Agreement
with Prospect Capital
Clearwater, Florida, - May 12, 2014: Nicholas Financial, Inc. (Nasdaq, NICK)
announced that the Company’s Board of Directors (the “Board”) held a special meeting to
consider the status of the Company’s proposed transaction with Prospect Capital Corporation (“Prospect”)..
As previously disclosed in a Current Report on Form 8-K filed December 18,
2013, on December 17, 2013, the Company entered into an arrangement agreement
(the “Arrangement Agreement”) whereby the Company agreed to sell all of its
issued and outstanding Common Shares to an indirect wholly-owned subsidiary of Prospect, pursuant to a plan of arrangement (the “Arrangement”) under the Business Corporations Act (British Columbia).
Prospect (NASDAQ: PSEC) (www.prospectstreet.com) is 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. It focuses on lending to
and investing in private businesses. Prospect’s investment objective is to
generate both current income and long-term capital appreciation through debt
and equity investments.
Based upon information provided by Prospect, the proposed Arrangement will
not be consummated on or before June 12, 2014, as previously anticipated.
In its Quarterly Report on Form 10-Q for the three months ended March 31,
2014, Prospect stated, in part: “[T]he staff of the SEC has asserted that
certain unconsolidated holding company subsidiaries through which [Prospect]
hold[s] [its] investment in operating subsidiaries should be consolidated
and consequently is delaying the effectiveness of [Prospect’s] registration
statement on Form N-14 related to [the Arrangement].” Prospect further
reported that it intends to appeal the staff’s decision to the SEC’s Chief
Accountant and, if necessary, the Commission itself.
The Board will continue to monitor Prospect’s appeal of the SEC staff’s
decision and to consider the various alternatives available with respect
to the proposed Arrangement, including (without limitation) possible
termination of the Arrangement Agreement. The Board expects to make a
determination on how to proceed by no later than June 12, 2014.
Even if the Arrangement Agreement is not terminated, the transactions
contemplated by the Arrangement Agreement will not be consummated unless
certain conditions typical for this type of transaction are either
satisfied or waived prior to closing. These conditions include, among
other things, that the Arrangement Agreement and the transactions
contemplated thereby are approved by the securityholders of the Company
in accordance with the Business Corporations Act (British Columbia) and
the Company’s Articles. In the event that the transaction proceeds, an
information circular providing further information regarding the Arrangement
Agreement and the parties thereto will be mailed to securityholders of the
Company in advance of the special meeting thereof expected to be held for
the purpose of approving, among other things, the Arrangement Agreement and
the Arrangement contemplated thereby.
The foregoing description is qualified in its entirety by reference to the
Arrangement Agreement, a copy of which is attached as Exhibit 2.1 to the
Company’s Current Report on Form 8-K filed on December 18, 2013.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
This communication is being made in respect of the proposed business
combination involving the Company and Prospect. In connection with the
proposed transaction, Prospect has filed with the SEC a Registration
Statement on Form N-14 containing a Proxy Statement of the Company and
a Prospectus of Prospect and each of the Company and Prospect plan to
file with the SEC other documents regarding the proposed transaction.
The definitive Proxy Statement and Prospectus will be mailed to shareholders
of the Company. INVESTORS AND SECURITYHOLDERS OF THE COMPANY AND PROSPECT
ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS
AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION.
Investors and securityholders will be able to obtain free copies of the
Registration Statement and the Proxy Statement/Prospectus (when available)
and other documents filed with the SEC by the Company and Prospect through
the web site maintained by the SEC at http://www.sec.gov. Free copies of the
Registration Statement and the Proxy Statement/Prospectus (when available)
and other documents filed with the SEC can also be obtained by directing a
request to Nicholas Financial, Inc., 454 McMullen Booth Road, Building C,
Clearwater, Florida, 33759, Attention: Ralph Finkenbrink, Chief Financial
Officer, or by directing a request to Prospect Capital Corporation,
10 East 40th Street, 44th Floor, New York, NY 10016, Attention: Brian
Oswald, Chief Financial Officer.
PROXY SOLICITATION
The Company, Prospect and their respective directors, executive officers and
certain other members of management and employees may be soliciting proxies
from Company shareholders in favor of the transaction. Information regarding
the persons who may, under the rules of the SEC, be considered participants
in the solicitation of Company shareholders in connection with the proposed
acquisition will be set forth in the Proxy Statement/Prospectus when it is
filed with the SEC. You can find information about Prospect's executive
officers and directors in its definitive proxy statement filed with the SEC
on September 10, 2013. You can find information about the executive officers
and directors of the Company in its Annual Report on Form 10-K filed with
the SEC on June 14, 2013. You can obtain free copies of these documents from
the Company and Prospect in the manner set forth above.
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