497AD 1 a20200220-prispriffpricing.htm 497AD Document

Filed pursuant to Rule 497(a)(1)
File No. 333-234289
Rule 482 AD

Priority Income Fund, Inc.
6.625% Series F Term Preferred Stock Due 2027

 Final Pricing Term Sheet
February 20, 2020
Priority Income Fund, Inc.
Title of the Securities:
6.625% Series F Preferred Stock Due 2027 (the “Shares”)
Initial Number of Shares Being Offered:
Option to Purchase Additional Shares:
Up to an additional 180,000 Shares within 30 days from the date hereof
Trade Date:

Settlement Date:

Underwriting Discount:
February 21, 2020

February 25, 2020

$0.78125 per Share; $937,500 total (assuming the over-allotment option is not exercised)
Net Proceeds to the Issuer, before Expenses:
$24.21875 per Share; $29,062,500 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:
6.625% per annum
Day Count:
Original Issue Date:
February 25, 2020
Term Redemption Date:
June 30, 2027
Date Dividends Start Accruing:
February 25, 2020
Dividend Payment Date:
Quarterly, when, as and if declared by the Board of Directors out of funds legally available for payment, beginning June 30, 2020.
Dividend Periods:
The initial dividend period will be the period from and including February 25, 2020 to, but excluding, the initial dividend payment date (June 30, 2020), 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 February 25, 2023 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 “PRIFF.”
74274W 822/US74274W8221
Lead Book-Running Manager:
Ladenburg Thalmann & Co. Inc.
Book-Running Manager:
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.