497AD 1 a20191003-prifepricingterm.htm 497AD Document

Filed pursuant to Rule 497(a)(1)
File No. 333-230355
Rule 482 AD

Priority Income Fund, Inc.
6.375% Series E Term Preferred Stock Due 2024
Final Pricing Term Sheet
October 3, 2019
Priority Income Fund, Inc.
Title of the Securities:
6.375% Series E Preferred Stock Due 2024 (the “Shares”)
Initial Number of Shares Being Offered:
Option to Purchase Additional Shares:
Up to an additional 150,000 Shares within 30 days
Trade Date:
October 3, 2019
Settlement Date:
October 7, 2019
Underwriting Discount:
$0.78125 per Share; $781,250 total (assuming the over-allotment option is not exercised)
Net Proceeds to the Issuer, before Expenses:
$24.21875 per Share; $24,218,750 total (assuming the over-allotment option is not exercised)
Initial Public Offering Price:
$25.00 per Share
Liquidation Preference:
$25.00 per Share
Principal at Time of Payment:
100% of the aggregate Liquidation Preference; payable on the term redemption date.
Dividend Rate:
6.375% per annum
Day Count:
Original Issue Date:
October 7, 2019
Term Redemption Date:
December 31, 2024
Date Dividends Start Accruing:
October 7, 2019
Dividend Payment Date:
Quarterly, when, as and if declared by the Board of Directors out of funds legally available for payment, beginning December 31, 2019.
Dividend Periods:
The initial dividend period will be the period from and including October 7, 2019 to, but excluding, the initial dividend payment date (December 31, 2019), and quarterly thereafter.

Regular Record Dates for Dividend:
The date designated by the Board of Directors that is not less than seven, nor more than 20, calendar days prior to the applicable payment date.
Optional Redemption:
The Shares may be redeemed in whole or in part at any time or from time to time at Issuer’s option after October 7, 2021 upon not less than 30 days nor more than 60 days written notice by mail prior to the date fixed for redemption thereof, at a redemption price of 100% of the Liquidation Preference of the Shares to be redeemed plus accrued and unpaid dividend payments otherwise payable thereon for the then-current quarterly dividend period accrued to (but excluding) the date fixed for redemption.
Repayment at Option of Holders:
Holders will not have the option to have the Shares redeemed prior to the term redemption date.
Issuer intends to list the Shares on the New York Stock Exchange, within 30 days of the original issue date under the trading symbol “PRIFE.”
74274W830/ US74274W830
Lead Book-Running Manager:
Ladenburg Thalmann & Co. Inc.
Joint Book-Running Managers:
BB&T Capital Markets, a division of BB&T Securities, LLC
B. Riley FBR, Inc.
Incapital LLC
Maxim Group LLC
Investors should consider the Company’s investment objectives, risks, charges and expenses carefully before investing. The preliminary prospectus, which contains this and other information about the Company, should be read carefully before investing. The information in the preliminary prospectus and in this pricing term sheet is not complete and may be changed. The Company may not sell these securities until the registration statement filed with the Securities and Exchange Commission (the “SEC”) relating to the securities described herein is effective. This pricing term sheet is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Copies of the preliminary prospectus (and the final prospectus, when available) may be obtained by writing: Ladenburg Thalmann & Co. Inc., 277 Park Avenue, 26th Floor, New York, New York 10172, or: 1-800-573-2541, or: prospectus@ladenburg.com. Copies may also be obtained by visiting EDGAR on the SEC’s website at www.sec.gov.