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Sutherland Represented Patriot Capital Funding in Merger with Prospect Capital

December 7, 2009

WASHINGTON (December 7, 2009) – Sutherland Asbill & Brennan LLP advised Patriot Capital Funding, Inc., in connection with its merger with Prospect Capital Corporation. The transaction represents the largest acquisition of a business development company by another, unaffiliated business development company, to date.

Pursuant to the terms of the merger, each outstanding share of common stock of Patriot was converted into the right to receive 0.363992 shares of Prospect common stock.  In addition, Prospect repaid $107.3 million of debt outstanding under Patriot’s credit facility in conjunction with the closing of the merger.

Sutherland advised Patriot on virtually every aspect of the transaction, including corporate, securities, investment company, tax, corporate finance and employee benefit matters.
The Sutherland team included Partners Steven B. Boehm, Harry S. Pangas, Douglas J. Leary, Michael R. Miles, Carol A. Weiser and David A. Roby Jr.  Additional assistance was provided by Associates Owen J. Pinkerton, Brett C. Stohs and Michael D. Schaefer.  
Sutherland Asbill & Brennan LLP is a law firm with global reach known for solving challenging business problems and resolving sophisticated legal issues for many of the world’s largest companies. Founded in 1924, the firm handles matters throughout the United States and worldwide. Seven major practice areas—corporate, energy and environmental, financial services, intellectual property, litigation, real estate, and tax—provide the framework for an extensive range of focus areas, allowing Sutherland attorneys to serve a diverse client base that ranges from small and medium-sized start-up businesses to a significant number of Fortune 100 companies.


Target & Acquirer name, nation, business description: 
Patriot Capital Funding, Inc. ( is a specialty finance company primarily providing customized financing solutions to private equity sponsors focused on making investments in small- to mid-sized companies. Patriot Capital Funding typically invests in companies with annual revenues generally ranging from $10 million to $100 million that operate in diverse industry sectors.

Prospect Capital Corporation ( is a closed-end investment company that lends to and invests in private and microcap public businesses. Prospect’s investment objective is to generate both current income and long-term capital appreciation through debt and equity investments.

Date Deal Announced: August 3, 2009

Date of Completion (if applicable): December 2, 2009

Deal status: Completed

Which party firm advised: Patriot Capital Funding, Inc.

Advisory role: Legal Counsel

Deal Description or comments (if necessary):  Acquisition of Patriot Capital Funding, Inc., by Prospect Capital Corporation.

Value (if disclosed): $200 Million

Bidder: Prospect Capital Corporation

Lawyers for Target: Sutherland Asbill & Brennan LLP

Lawyers for Bidder: Skadden, Arps, Slate, Meagher & Flom LLP 

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Eversheds Sutherland is an international law firm helping the Fortune 100, industry leaders, sector innovators and business entrepreneurs solve their biggest challenges and reach their business goals. Dedicated to unfaltering excellence in client service, we are known for our business savvy and industry intelligence, providing creative and custom solutions for each of our clients. Industry and business experience makes the difference for our clients.

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Washington, DC
Adam C. Pollet, Associate
Washington, DC
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