0001104659-19-065228.txt : 20191119 0001104659-19-065228.hdr.sgml : 20191119 20191119063805 ACCESSION NUMBER: 0001104659-19-065228 CONFORMED SUBMISSION TYPE: N-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190930 FILED AS OF DATE: 20191119 DATE AS OF CHANGE: 20191119 EFFECTIVENESS DATE: 20191119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Eagle Point Credit Co Inc. CENTRAL INDEX KEY: 0001604174 IRS NUMBER: 465215217 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-Q SEC ACT: 1940 Act SEC FILE NUMBER: 811-22974 FILM NUMBER: 191229007 BUSINESS ADDRESS: STREET 1: 600 STEAMBOAT RD, SUITE 202 CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203.862.3150 MAIL ADDRESS: STREET 1: 600 STEAMBOAT RD, SUITE 202 CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: Eagle Point Credit Co LLC DATE OF NAME CHANGE: 20140331 N-Q 1 tm1923127-2_nq.htm N-Q

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM N-Q

 

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED

MANAGEMENT INVESTMENT COMPANY

 

Investment Company Act file number: 811-22974

 

EAGLE POINT CREDIT COMPANY INC.

(Exact name of Registrant as specified in charter)

 

600 Steamboat Road, Suite 202

Greenwich, CT 06830

(Address of principal executive offices) (Zip code)

 

Thomas P. Majewski

c/o Eagle Point Credit Company Inc.

600 Steamboat Road, Suite 202

Greenwich, CT 06830

(Name and Address of Agent for Service)

 

Copies to:

 

Thomas J. Friedmann

Philip T. Hinkle
Dechert LLP
One International Place, 40th Floor

100 Oliver Street

Boston, MA 02110
(617) 728-7120

  

Registrant’s telephone number, including area code: (203) 340-8500

 

Date of fiscal year end: December 31

 

Date of reporting period: September 30, 2019

 

 

 

  

Item 1. Schedule of Investments.

 

Eagle Point Credit Company Inc. & Subsidiaries

Consolidated Schedule of Investments

As of September 30, 2019

(expressed in U.S. dollars)

(Unaudited)

 

Issuer (1)  Investment (2)   Acquisition
Date (3)
  Principal
Amount
   Cost   Fair Value (4)   % of Net Assets 
CLO Debt (5)                          
Avery Point V CLO, Limited  CLO Secured Note - Class E (7.20% due 07/17/26)  06/08/18  $3,950,000   $3,848,771   $3,127,215    1.01%
Avery Point V CLO, Limited  CLO Secured Note - Class F (7.80% due 07/17/26)  06/06/18   875,500    813,651    648,746    0.21%
CIFC Funding 2015-III, Ltd.  CLO Secured Note - Class F-R (9.10% due 04/19/29)  02/23/18   2,450,000    2,364,360    2,096,220    0.67%
Cutwater 2015-I, Ltd.  CLO Secured Note - Class E-R (8.25% due 01/15/29)  10/15/18   2,756,250    2,711,829    2,369,824    0.76%
Dryden 53 CLO, Ltd.  CLO Secured Note - Class F (9.80% due 01/15/31)  11/28/17   830,000    805,586    698,279    0.22%
Flagship CLO VIII, Ltd.  CLO Secured Note - Class F-R (8.16% due 01/16/26)  01/18/18   8,000,000    7,861,124    6,184,000    1.99%
HarbourView CLO VII-R, Ltd.  CLO Secured Note - Class F (10.57% due 07/18/31)  05/17/18   733,333    690,816    607,786    0.20%
Marathon CLO VII Ltd.  CLO Secured Note - Class D (7.66% due 10/28/25)  02/08/18   2,875,000    2,826,449    2,279,875    0.73%
Marathon CLO VIII Ltd.  CLO Secured Note - Class D-R (8.74% due 10/18/31)  06/16/15   4,150,000    4,071,963    3,278,500    1.05%
Marathon CLO XI Ltd.  CLO Secured Note - Class D (7.78% due 04/20/31)  02/06/18   1,650,000    1,650,000    1,323,300    0.43%
Octagon Investment Partners 27, Ltd.  CLO Secured Note - Class F-R (10.15% due 07/15/30)  07/05/18   900,000    840,893    751,500    0.24%
OZLM XXII, Ltd.  CLO Secured Note - Class D (7.60% due 01/17/31)  02/05/18   900,000    895,997    774,450    0.25%
Steele Creek CLO 2019-1, Ltd.  CLO Secured Note - Class E (9.57% due 04/15/32)  03/22/19   2,810,000    2,696,967    2,605,994    0.84%
THL Credit Wind River 2014-2 CLO Ltd.  CLO Secured Note - Class F-R (10.17% due 01/15/31)  12/21/17   330,000    308,899    273,108    0.09%
THL Credit Wind River 2019-2 CLO Ltd.  CLO Secured Note - Class E (9.34% due 01/15/33)  09/20/19   1,180,000    1,180,000    1,180,000    0.38%
Zais CLO 3, Limited  CLO Secured Note - Class DR (9.21% due 07/15/31)  06/22/18   1,850,000    1,807,077    1,480,000    0.48%
               35,374,382    29,678,797    9.54%
CLO Equity (6)(7)                          
ALM VIII, Ltd.  CLO Preferred Shares (estimated yield of 0.00% due 10/20/28)  (8) (9)  06/02/16   8,725,000    4,954,957    2,385,697    0.77%
Apidos CLO XIV  CLO Subordinated Note (estimated yield of 0.00% due 04/15/25)  (10)  06/06/14   11,177,500    665,882    558,875    0.18%
Ares XXXIX CLO Ltd.  CLO Subordinated Note (estimated yield of 13.15% due 04/18/31)  06/22/16   4,521,000    3,242,110    2,585,422    0.83%
Ares XLI CLO Ltd.  CLO Income Note (estimated yield of 8.33% due 01/15/29)  (8)  11/29/16   19,470,000    15,205,702    10,490,717    3.37%
Ares XLIII CLO Ltd.  CLO Income Note (estimated yield of 9.20% due 10/15/29)  (8)  04/04/17   20,100,000    16,198,792    11,477,475    3.69%
Ares LI CLO Ltd.  CLO Income Note (estimated yield of 13.91% due 04/15/31)  (8)  01/25/19   13,400,000    10,788,833    9,921,239    3.19%
Atrium XI  CLO Subordinated Note (estimated yield of 0.00% due 10/23/25)  (10)  02/07/17   5,903,000    144,909    88,545    0.03%
Avery Point V CLO, Limited  CLO Income Note (estimated yield of 0.00% due 07/17/26)  (9)  10/16/14   13,687,500    4,858,398    410,625    0.13%
Bain Capital Credit CLO 2016-2, Limited  CLO Income Note (estimated yield of 7.28% due 01/15/29)  (8) (11)  11/30/16   16,700,000    12,312,119    7,568,801    2.43%
Barings CLO Ltd. 2018-I  CLO Income Note (estimated yield of 14.04% due 04/15/31) (8)  02/23/18   20,808,000    17,005,894    14,205,599    4.57%
Barings CLO Ltd. 2019-I  CLO Income Note (estimated yield of 17.29% due 04/15/31)  (8)  02/12/19   11,150,000    9,022,065    9,244,067    2.97%
Barings CLO Ltd. 2019-II  CLO Income Note (estimated yield of 16.15% due 04/15/31)  (8)  03/15/19   14,450,000    11,197,552    10,611,945    3.41%
Battalion CLO IX Ltd.  CLO Income Note (estimated yield of 14.59% due 07/15/31)  (8)  07/09/15   17,784,935    13,292,877    11,090,216    3.57%
Birchwood Park CLO, Ltd.  CLO Income Note (estimated yield of 0.00% due 07/15/26)  (10)  05/23/17   1,575,000    134,542    118,125    0.04%
BlueMountain CLO 2013-2, Ltd.  CLO Subordinated Note (estimated yield of 6.83% due 10/22/30)  10/21/14   5,000,000    3,158,096    1,484,718    0.48%
Bowman Park CLO Ltd.  CLO Subordinated Note (estimated yield of 0.00% due 11/23/25)  (9)  10/29/15   8,180,000    4,033,469    2,085,900    0.67%
Bristol Park CLO, Ltd.  CLO Income Note (estimated yield of 6.37% due 04/15/29)  (8) (11)  11/01/16   34,250,000    25,612,419    16,536,325    5.32%
Carlyle Global Market Strategies CLO 2014-5, Ltd.  CLO Subordinated Note (estimated yield of 21.51% due 07/15/31)  06/02/16   8,300,000    4,011,039    3,649,718    1.17%
Carlyle US CLO 2017-4, Ltd.  CLO Income Note (estimated yield of 14.28% due 01/15/30)  10/13/17   7,874,061    6,193,082    5,020,006    1.61%
CIFC Funding 2013-II, Ltd.  CLO Income Note (estimated yield of 18.16% due 10/18/30)  (8)  06/06/14   17,265,625    7,449,763    6,553,418    2.11%
CIFC Funding 2014, Ltd.  CLO Income Note (estimated yield of 16.00% due 01/18/31)  (8)  06/06/14   16,033,750    8,780,113    7,356,459    2.36%
CIFC Funding 2014-III, Ltd.  CLO Income Note (estimated yield of 17.28% due 10/22/31)  02/17/15   19,725,000    10,292,922    8,953,280    2.88%
CIFC Funding 2014-IV-R, Ltd.  CLO Income Note (estimated yield of 11.34% due 10/17/30)  08/05/14   7,500,500    4,178,193    2,982,742    0.96%
CIFC Funding 2015-III, Ltd.  CLO Income Note (estimated yield of 20.71% due 04/19/29)  (8)  06/23/15   9,724,324    6,002,606    5,587,192    1.80%
CIFC Funding 2019-III, Ltd.  CLO Subordinated Note (estimated yield of 14.61% due 07/16/32)  04/18/19   2,875,000    2,300,000    2,091,232    0.67%
CIFC Funding 2019-IV, Ltd.  CLO Income Note (estimated yield of 15.26% due 07/15/32)  (8)  06/07/19   14,000,000    11,365,452    11,331,674    3.64%
Cutwater 2015-I, Ltd.  CLO Income Note (estimated yield of 26.13% due 01/15/29)  (8)  05/01/15   31,100,000    18,100,482    13,920,219    4.47%
Dewolf Park CLO, Ltd.  CLO Income Note (estimated yield of 11.51% due 10/15/30)  (8)  08/10/17   7,700,000    6,208,552    4,968,166    1.60%
Dryden 53 CLO, Ltd.  CLO Income Note (estimated yield of 16.78% due 01/15/31)  11/28/17   7,684,999    5,869,622    5,414,781    1.74%
Dryden 56 Euro CLO 2017 B.V. (12)  CLO Subordinated Note (estimated yield of 14.61% due 01/15/32)  11/02/17   1,675,000    1,690,729    1,487,305    0.48%
Dryden 66 Euro CLO 2018 B.V. (12)  CLO Subordinated Note (estimated yield of 13.84% due 01/18/32)  11/08/18   1,025,000    1,013,366    878,968    0.28%
Dryden 68 CLO, Ltd.  CLO Income Note (estimated yield of 12.93% due 07/15/49)  (8)  05/30/19   13,150,000    10,858,429    10,263,057    3.30%
Flagship CLO VIII, Ltd.  CLO Income Note (estimated yield of 0.00% due 01/16/26)  (8) (9)  10/02/14   27,360,000    11,219,974    2,188,800    0.70%
Halcyon Loan Advisors Funding 2014-3, Ltd.  CLO Subordinated Note (estimated yield of 0.00% due 10/22/25)  (9)  09/12/14   5,750,000    2,557,502    115,000    0.04%
HarbourView CLO VII-R, Ltd.  CLO Subordinated Note (estimated yield of 36.66% due 07/18/31)  09/29/17   1,100,000    412,409    380,043    0.12%
Madison Park Funding VIII, Ltd.  CLO Subordinated Note (estimated yield of 0.00% due 04/22/22)  (10)  08/18/16   9,050,000    41,365    22,625    0.01%
Madison Park Funding XXI, Ltd.  CLO Subordinated Note (estimated yield of 8.28% due 07/25/29)  08/22/16   4,150,000    3,028,872    2,711,803    0.87%
Madison Park Funding XXII, Ltd.  CLO Subordinated Note (estimated yield of 8.99% due 10/25/29)  10/30/18   6,327,082    5,121,842    4,411,123    1.42%
Madison Park Funding XL, Ltd.  CLO Subordinated Note (estimated yield of 10.47% due 02/28/47)  06/02/16   10,960,000    6,615,639    5,640,085    1.81%
Madison Park Funding XLIV, Ltd.  CLO Subordinated Note (estimated yield of 14.29% due 01/23/48)  11/16/18   10,279,000    7,070,189    7,124,385    2.29%
Marathon CLO VI Ltd.  CLO Subordinated Note (estimated yield of 1.71% due 05/13/28)  06/06/14   6,375,000    2,806,629    1,268,934    0.41%
Marathon CLO VII Ltd.  CLO Subordinated Note (estimated yield of 0.00% due 10/28/25)  (9)  10/30/14   10,526,000    4,875,495    1,157,860    0.37%
Marathon CLO VIII Ltd.  CLO Income Note (estimated yield of 19.19% due 10/18/31)  06/16/15   16,333,000    10,633,294    8,434,626    2.71%
Marathon CLO X Ltd.  CLO Subordinated Note (estimated yield of 12.48% due 11/15/29)  08/09/17   2,550,000    1,944,689    1,220,466    0.39%
Marathon CLO XI Ltd.  CLO Subordinated Note (estimated yield of 19.05% due 04/20/31)  02/06/18   2,075,000    1,804,599    1,430,843    0.46%
Marathon CLO XII Ltd.  CLO Subordinated Note (estimated yield of 15.46% due 04/18/31)  09/06/18   4,500,000    3,994,490    3,211,902    1.03%
Octagon Investment Partners XIV, Ltd.  CLO Income Note (estimated yield of 8.48% due 07/15/29)  06/06/14   4,037,500    2,112,782    1,482,011    0.48%
Octagon Investment Partners XIV, Ltd.  CLO Subordinated Note (estimated yield of 8.48% due 07/15/29)  (8)  06/06/14   16,534,625    10,898,561    6,931,736    2.23%
Octagon Investment Partners XIX, Ltd.  CLO Subordinated Note (estimated yield of 0.00% due 04/15/26)  (9)  10/27/14   3,000,000    1,153,283    270,000    0.09%
Octagon Investment Partners 26, Ltd.  CLO Income Note (estimated yield of 28.50% due 07/15/30)  (8)  03/23/16   13,750,000    7,410,934    8,806,838    2.83%
Octagon Investment Partners 27, Ltd.  CLO Income Note (estimated yield of 22.30% due 07/15/30)  (8)  05/25/16   11,804,048    6,912,343    6,822,428    2.19%
Octagon Investment Partners 44, Ltd.  CLO Income Note (estimated yield of 16.21% due 07/20/32)  (8)  06/19/19   13,500,000    11,106,585    10,992,347    3.53%
OFSI BSL VIII, Ltd.  CLO Income Note (estimated yield of 15.03% due 08/16/37)  (8)  07/18/17   7,719,320    6,496,615    4,654,277    1.50%
OHA Credit Partners IX, Ltd.  CLO Subordinated Note (estimated yield of 0.00% due 10/20/25)  (9)  09/05/14   6,750,000    4,353,386    3,510,000    1.13%
Regatta III Funding Ltd.  CLO Subordinated Note (estimated yield of 0.00% due 04/15/26)  (10)  09/05/14   2,500,000    6,606    6,250    0.00%
Steele Creek CLO 2015-1, Ltd.  CLO Subordinated Note (estimated yield of 7.22% due 05/21/29)  07/26/17   8,100,000    5,496,499    2,995,362    0.96%

 

See accompanying notes to the consolidated schedule of investments

  

1

 

 

Eagle Point Credit Company Inc. & Subsidiaries

Consolidated Schedule of Investments

As of September 30, 2019

(expressed in U.S. dollars)

(Unaudited)

  

Issuer (1)  Investment (2)   Acquisition
Date (3)
  Principal
Amount
   Cost   Fair Value (4)   % of Net Assets 
CLO Equity (6)(7)                          
Steele Creek CLO 2018-1, Ltd.  CLO Income Note (estimated yield of 19.61% due 04/15/48)  (8)  03/28/18  $11,370,000   $9,022,222   $7,693,563    2.47%
Steele Creek CLO 2019-1, Ltd.  CLO Income Note (estimated yield of 14.77% due 04/15/49)  (8)  03/22/19   8,500,000    6,992,975    5,631,859    1.81%
THL Credit Lake Shore MM CLO I Ltd.  CLO Income Note (estimated yield of 13.99% due 04/15/30)  (8)  03/08/19   14,550,000    11,864,070    10,327,201    3.32%
THL Credit Wind River 2013-2 CLO Ltd.  CLO Income Note (estimated yield of 8.04% due 10/18/30)  (8)  06/06/14   11,597,500    7,574,697    4,336,809    1.39%
THL Credit Wind River 2014-1 CLO Ltd.  CLO Subordinated Note (estimated yield of 14.72% due 07/18/31)  05/05/16   9,681,764    5,217,550    3,566,912    1.15%
THL Credit Wind River 2014-2 CLO Ltd.  CLO Income Note (estimated yield of 5.38% due 01/15/31)  12/21/16   2,205,627    1,144,116    604,399    0.19%
THL Credit Wind River 2014-3 CLO Ltd.  CLO Subordinated Note (estimated yield of 14.04% due 10/22/31)  12/17/14   11,000,000    7,168,958    4,822,018    1.55%
THL Credit Wind River 2016-1 CLO Ltd.  CLO Income Note (estimated yield of 10.49% due 07/15/28)  (8)  05/18/16   13,050,000    10,375,066    7,083,305    2.28%
THL Credit Wind River 2017-1 CLO Ltd.  CLO Income Note (estimated yield of 9.04% due 04/18/29)  (8)  02/02/17   14,950,000    11,767,703    7,950,228    2.56%
THL Credit Wind River 2017-3 CLO Ltd.  CLO Income Note (estimated yield of 11.72% due 10/15/30)  (8)  08/09/17   18,150,000    14,764,436    11,053,166    3.55%
THL Credit Wind River 2018-1 CLO Ltd.  CLO Income Note (estimated yield of 16.06% due 07/15/30)  (8)  06/22/18   15,750,000    12,335,719    11,560,307    3.72%
THL Credit Wind River 2019-2 CLO Ltd.  CLO Income Note (estimated yield of 16.40% due 01/15/33)  (8)  09/20/19   13,470,000    10,762,059    10,762,059    3.46%
Vibrant CLO V, Ltd.  CLO Subordinated Note (estimated yield of 8.10% due 01/20/29)  04/27/17   4,200,000    3,373,231    1,963,794    0.63%
Zais CLO 3, Limited  CLO Income Note (estimated yield of 27.16% due 07/15/31)  (8)  04/08/15   16,871,644    9,506,515    8,465,756    2.72%
Zais CLO 5, Limited  CLO Subordinated Note (estimated yield of 18.95% due 10/15/28)  09/23/16   5,950,000    3,752,320    2,359,183    0.76%
Zais CLO 6, Limited  CLO Subordinated Note (estimated yield of 22.15% due 07/15/29)  05/03/17   11,600,000    7,582,032    5,705,392    1.83%
Zais CLO 7, Limited  CLO Income Note (estimated yield of 20.02% due 04/15/30)  09/11/17   12,777,500    9,125,972    7,309,118    2.35%
Zais CLO 8, Limited  CLO Subordinated Note (estimated yield of 16.96% due 04/15/29)  10/11/18   750,000    617,398    429,251    0.14%
Zais CLO 9, Limited  CLO Subordinated Note (estimated yield of 20.29% due 07/20/31)  10/29/18   2,390,000    1,901,299    1,530,753    0.49%
               519,065,886    400,267,325    128.67%
Loan Accumulation Facilities (6)(13)                          
Steamboat IV, Ltd.  Loan Accumulation Facility (Income notes)  03/22/18   7,138,500    7,138,500    7,201,140    2.31%
Steamboat V, Ltd.  Loan Accumulation Facility (Income notes)  09/17/19   1,170,000    1,170,000    1,170,016    0.38%
               8,308,500    8,371,156    2.69%
                           
Total investments at fair value as of September 30, 2019          $562,748,768   $438,317,278    140.90%
                           
Cash Equivalents                          
United States Treasury   Treasury Bill (1.50% due 10/31/19)      25,000,000    24,994,141    24,994,141    8.03%
              $24,994,141   $24,994,141    8.03%
                           
Liabilities valued at fair value option (14)                          
6.6875% Unsecured Notes due 2028  Unsecured Note     $(67,277,675)  $(67,277,675)  $(68,973,072)   -22.17%
              $(67,277,675)  $(68,973,072)   -22.17%
                           
Net assets above (below) fair value of investments and liabilities at fair value                (83,247,869)     
                           
Net assets as of September 30, 2019                  $311,090,478      

 

  (1) The Company is not affiliated with, nor does it "control" (as such term is defined in the Investment Company Act of 1940 (the "1940 Act")), any of the issuers listed. In general, under the 1940 Act, we would be presumed to "control" an issuer if we owned 25% or more of its voting securities.
  (2) All investments are restricted and categorized as structured finance securities.
  (3) Acquisition date represents the initial date of purchase or the date the investment was contributed to the Company.
  (4) Fair value is determined in good faith in accordance with the Company's valuation policy and is approved by the Company's Board of Directors.
  (5) CLO debt positions reflect the coupon rates as of September 30, 2019.
  (6) The fair value of CLO equity and loan accumulation facility are classified as Level III investments.  See Note 3 "Investments" for further discussion.
  (7) CLO subordinated notes and income notes are considered CLO equity positions. CLO equity positions are entitled to recurring distributions which are generally equal to the remaining cash flow of payments made by underlying assets less contractual payments to debt holders and fund expenses.  The effective yield is estimated based upon the current projection of the amount and timing of these recurring distributions in addition to the estimated amount of terminal principal payment.  It is the Company's policy to update the effective yield for each CLO equity position held within the Company’s portfolio at the initiation of each investment and each subsequent quarter thereafter.  The estimated yield and investment cost may ultimately not be realized. As of September 30, 2019, the Company's weighted average effective yield on its aggregate CLO equity positions, based on current amortized cost, was 13.35%.  When excluding called CLOs, the Company's weighted average effective yield on its CLO equity positions was 13.38%.
  (8) Fair value includes the Company's interest in fee rebates on CLO subordinated and income notes.
  (9) As of September 30, 2019, the effective yield has been estimated to be 0%. The aggregate projected amount of future recurring distributions and terminal principal payment is less than the amortized investment cost. Future recurring distributions, once received, will be recognized solely as return of capital until the aggregate projected amount of future recurring distributions and terminal principal payment exceeds the amortized  investment cost.
  (10) As of September 30, 2019 the investment has been called. Expected value of residual distributions, once received, is anticipated to be recognized as return of capital, pending any remaining amortized cost, and/or realized gain for any amounts received in excess of such amortized cost.
  (11) For the period ending September 30, 2019, the Company converted its CLO equity investment from subordinated notes to income notes.
  (12) Investment is denominated in EUR.
  (13) Loan accumulation facilities are financing structures intended to aggregate loans that may be used to form the basis of a CLO vehicle.
  (14) The Company has accounted for its 6.6875% notes due 2028 utilizing the fair value option election under ASC Topic 825.  Accordingly, the Series 2028 Notes will be carried at their fair value.

  

See accompanying notes to the consolidated schedule of investments

  

2

 

 

Eagle Point Credit Company Inc. & Subsidiaries

Notes to Consolidated Schedule of Investments

September 30, 2019

(Unaudited)

 

1.ORGANIZATION

 

Eagle Point Credit Company Inc. (the “Company”) is an externally managed, non-diversified closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company’s primary investment objective is to generate high current income, with a secondary objective to generate capital appreciation. The Company seeks to achieve its investment objectives by investing primarily in equity and junior debt tranches of collateralized loan obligations (“CLOs”) that are collateralized by a portfolio consisting primarily of below investment grade U.S. senior secured loans with a large number of distinct underlying borrowers across various industry sectors. The Company may also invest in other securities and instruments related to these investments or that Eagle Point Credit Management LLC (the “Adviser”) believes are consistent with the Company’s investment objectives, including senior debt tranches of CLOs and loan accumulation facilities (“LAFs”). From time to time, in connection with the acquisition of CLO equity, the Company may receive fee rebates from the CLO issuer. The CLO securities in which the Company primarily seeks to invest are unrated or rated below investment grade and are considered speculative with respect to timely payment of interest and repayment of principal. The Company’s common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “ECC.”

 

As of September 30, 2019, the Company had two wholly-owned subsidiaries: Eagle Point Credit Company Sub (Cayman) Ltd. (“Sub I”), a Cayman Islands exempted company, and Eagle Point Credit Company Sub II (Cayman) Ltd (“Sub II”), a Cayman Islands exempted company. As of September 30, 2019, Sub I and Sub II represent 5.8% and 4.0% of the Company’s net assets, respectively.

 

The Company was initially formed on March 24, 2014 as Eagle Point Credit Company LLC, a Delaware limited liability company and a wholly-owned subsidiary of Eagle Point Credit Partners Sub Ltd., a Cayman Island exempted company (the “Sole Member”), which, in turn, is a subsidiary of Eagle Point Credit Partners LP, a private fund managed by the Adviser.

 

The Company commenced operations on June 6, 2014, the date the Sole Member contributed, at fair value, a portfolio of cash and securities to the Company.

 

For the period of June 6, 2014 to October 5, 2014, the Company was a wholly-owned subsidiary of the Sole Member. As of October 5, 2014, the Company had 2,500,000 units issued and outstanding, all of which were held by the Sole Member.

 

On October 6, 2014, the Company converted from a Delaware limited liability company into a Delaware corporation (the “Conversion”). At the time of the Conversion, the Sole Member became a stockholder of Eagle Point Credit Company Inc. In connection with the Conversion, the Sole Member converted 2,500,000 units of the Delaware limited liability company into shares of common stock in the Delaware corporation at $20 per share, resulting in 8,656,057 shares and an effective conversion rate of 3.4668 shares per unit. On October 7, 2014, the Company priced its initial public offering (the “IPO”) and sold an additional 5,155,301 shares of its common stock at a public offering price of $20 per share. On October 8, 2014, the Company’s shares began trading on the NYSE.

 

On July 20, 2016, the Company entered into a custody agreement with Wells Fargo Bank, National Association (“Wells Fargo”), pursuant to which the Company’s portfolio of securities are held by Wells Fargo.

 

The Company intends to operate so as to qualify to be taxed as a regulated investment company (“RIC”) under subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), for federal income tax purposes.

 

The Adviser is the investment adviser of the Company and manages the investments of the Company subject to the supervision of the Company’s Board of Directors (the “Board”). The Adviser is registered as an investment adviser with the U.S. Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended. Eagle Point Administration LLC, an affiliate of the Adviser, is the administrator of the Company (the “Administrator”).

  

3

 

 

Eagle Point Credit Company Inc. & Subsidiaries

Notes to Consolidated Schedule of Investments

September 30, 2019

(Unaudited)

 

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting

The consolidated schedule of investments include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts have been eliminated upon consolidation. The Company is considered an investment company under accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company follows the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 Financial Services – Investment Companies. Items included in the consolidated schedule of investments are measured and presented in United States dollars.

 

Use of Estimates

The preparation of the consolidated schedule of investments in conformity with U.S. GAAP requires management to make estimates and assumptions which affect the reported amounts included in the consolidated schedule of investments and accompanying notes as of the reporting date. Actual results may differ from those estimates.

 

Valuation of Investments

The most significant estimate inherent in the preparation of the consolidated schedule of investments is the valuation of investments. In the absence of readily determinable fair values, fair value of the Company’s investments is determined in accordance with the Company’s valuation policy. Due to the uncertainty of valuation, this estimate may differ significantly from the value that would have been used had a ready market for the investments existed, and the differences could be material.

 

There is no single method for determining fair value in good faith. As a result, determining fair value requires judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments held by the Company.

 

The Company accounts for its investments in accordance with U.S. GAAP, and fair values its investment portfolio in accordance with the provisions of the FASB ASC Topic 820 Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value and requires enhanced disclosures about fair value measurements. Investments are reflected in the consolidated schedule of investments at fair value. Fair value is the estimated amount that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date (i.e., the exit price). The Company’s fair valuation process is reviewed and approved by the Board.

 

The fair value hierarchy prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment, the characteristics specific to the investment and the state of the marketplace (including the existence and transparency of transactions between market participants). Investments with readily available actively quoted prices, or for which fair value can be measured from actively quoted prices in an orderly market, will generally have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

 

Investments measured and reported at fair value are classified and disclosed in one of the following categories based on inputs:

 

·Level I – Observable, quoted prices for identical investments in active markets as of the reporting date.
   
·Level II – Quoted prices for similar investments in active markets or quoted prices for identical investments in markets that are not active as of the reporting date.
   
·Level III – Pricing inputs are unobservable for the investment and little, if any, active market exists as of the reporting date. Fair value inputs require significant judgment or estimation from the Adviser.

 

4

 

  

Eagle Point Credit Company Inc. & Subsidiaries

Notes to Consolidated Schedule of Investments

September 30, 2019

(Unaudited)

 

In certain cases, inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given investment is based on the lowest level of input significant to that fair value measurement. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the investment.

 

Investments for which observable, quoted prices in active markets do not exist are reported at fair value based on Level III inputs. The amount determined to be fair value may incorporate the Adviser’s own assumptions (including assumptions the Adviser believes market participants would use in valuing investments and assumptions relating to appropriate risk adjustments for nonperformance and lack of marketability), as provided for in the Company’s valuation policy and accepted by the Board.

 

An estimate of fair value is made for each investment at least monthly taking into account information available as of the reporting date. For financial reporting purposes, valuations are determined by the Board on a quarterly basis.

 

See Note 3 “Investments” for further discussion relating to the Company’s investments.

 

In valuing the Company’s investments in CLO debt, CLO equity and LAFs, the Adviser considers a variety of relevant factors, including price indications from multiple dealers, or as applicable, a third-party pricing service, recent trading prices for specific investments, recent purchases and sales known to the Adviser in similar securities and output from a third-party financial model. The third-party financial model contains detailed information on the characteristics of CLOs, including recent information about assets and liabilities, and is used to project future cash flows. Key inputs to the model, including assumptions for future loan default rates, recovery rates, prepayment rates, reinvestment rates and discount rates are determined by considering both observable and third-party market data and prevailing general market assumptions and conventions as well as those of the Adviser.

 

The Company engages a third-party independent valuation firm as an input to the Company’s valuation of the fair value of its investments in CLO equity. The valuation firm’s advice is only one factor considered in the valuation of such investments, and the Board does not rely on such advice in determining the fair value of the Company’s investments in accordance with the 1940 Act.

 

Other Financial Assets and Financial Liabilities at Fair Value

The Fair Value Option (“FVO”) under FASB ASC Subtopic 825-10 Fair Value Option (“ASC 825”) allows companies an irrevocable election to use fair value as the initial and subsequent accounting measurement for certain financial assets and liabilities. The decision to elect the FVO is determined on an instrument-by-instrument basis and must be applied to an entire instrument. Assets and liabilities measured at fair value are required to be reported separately from those instruments measured using another accounting method and changes in fair values attributable to instrument-specific credit risk on financial liabilities for which the FVO is elected are required to be presented separately in other comprehensive income.  Additionally, upfront offering costs related to such instrument are recognized in earnings as incurred and not deferred.

 

The Company elected to account for its 6.6875% Unsecured Notes due 2028 (the “Series 2028 Notes”) utilizing the FVO under ASC 825. The primary reasons for electing the FVO are to reflect economic events in the same period in which they are incurred and address simplification of reporting and presentation.  

 

Investment Income Recognition

Interest income from investments in CLO debt is recorded using the accrual basis of accounting to the extent such amounts are expected to be collected. Amortization of premium or accretion of discount is recognized using the effective interest method. The Company has applied the provisions of Accounting Standards Update No. 2017-08 (“ASU 2017-08”) in calculating amortization of premium for purchased CLO debt securities.

 

5

 

 

Eagle Point Credit Company Inc. & Subsidiaries

Notes to Consolidated Schedule of Investments

September 30, 2019

(Unaudited)

 

CLO equity investments and fee rebates recognize investment income for U.S. GAAP purposes on the accrual basis utilizing an effective interest methodology based upon an effective yield to maturity utilizing projected cash flows. ASC Topic 325-40, Beneficial Interests in Securitized Financial Assets, requires investment income from CLO equity investments and fee rebates to be recognized under the effective interest method, with any difference between cash distributed and the amount calculated pursuant to the effective interest method being recorded as an adjustment to the cost basis of the investment. It is the Company’s policy to update the effective yield for each CLO equity position held within the Company’s portfolio at the initiation of each investment and each subsequent quarter thereafter.

 

LAFs recognize interest income according to the guidance noted in ASC Topic 325-40-35-1, Beneficial Interest in Securitized Financial Assets, which states that the holder of a beneficial interest in securitized financial assets shall determine interest income over the life of the beneficial interest in accordance with the effective interest method, provided such amounts are expected to be collected.

 

Other Income

Other income includes the Company’s share of income under the terms of fee rebate agreements.

 

Interest Expense

Interest expense includes the Company’s distributions associated with its 7.75% Series A Term Preferred Stock due 2022 (the “Series A Term Preferred Stock”) and its 7.75% Series B Term Preferred Stock due 2026 (the “Series B Term Preferred Stock,” and collectively with the Series A Term Preferred Stock, the “Preferred Stock”), and interest, paid and accrued, associated with its 6.75% Unsecured Notes due 2027 (the “Series 2027 Notes”), and its Series 2028 Notes, collectively with the Series 2027 Notes, the “Unsecured Notes”).

 

For the nine months ended September 30, 2019, the Company incurred a total of $5,281,350 in interest expense on its Preferred Stock, of which, $0 was payable as of September 30, 2019. For the nine months ended September 30, 2019, the Company incurred a total of $5,048,421 in interest expense on the Unsecured Notes, of which $0 was payable as of September 30, 2019.

 

Interest expense also includes the Company’s amortization of deferred issuance costs associated with its Preferred Stock and certain Unsecured Notes, as well as amortization of original issue discounts and accretion of premiums associated with its Series B Term Preferred Stock.

 

Deferred Issuance Costs

Deferred issuance costs on liabilities, which the Company does not measure at fair value under the FVO, consist of fees and expenses incurred in connection with the issuance of Preferred Stock and certain Unsecured Notes, as well as unamortized original issue discounts and premiums. The deferred issuance costs are capitalized at the time of issuance and amortized using the effective interest method over the respective terms of the Preferred Stock and certain Unsecured Notes. Amortization of deferred issuance costs is reflected in interest expense on Preferred Stock and interest expense on certain Unsecured Note balances in the consolidated statement of operations. In the event of an early redemption of the Preferred Stock or certain Unsecured Notes, the remaining balance of unamortized deferred issuance costs associated with such Preferred Stock or certain Unsecured Notes will be accelerated into net realized gain (loss) on extinguishment of debt on the consolidated statement of operations.

 

Securities Transactions

The Company records the purchases and sales of securities on trade date. Realized gains and losses on investments sold are recorded on the basis of the specific identification method.

 

Cash and Cash Equivalents

The Company has defined cash and cash equivalents as cash and short-term, highly liquid investments with original maturities of three months or less from the date of purchase. The Company maintains its cash in bank accounts, which, at times, may exceed federal insured limits. The Adviser monitors the performance of the

 

6

 

 

Eagle Point Credit Company Inc. & Subsidiaries

Notes to Consolidated Schedule of Investments

September 30, 2019

(Unaudited)

 

financial institution where the accounts are held in order to manage any risk associated with such accounts. The Company held $24,994,141 in cash equivalent balances as of September 30, 2019.

 

Foreign Currency

The Company does not isolate the portion of its results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in the market price of such investments. Such fluctuations are included with the net change in unrealized appreciation (depreciation) on investments, foreign currency and cash equivalents. Reported net realized foreign exchange gains or losses may arise from sales of foreign currency, currency gains or losses realized between the trade and settlement dates on investment transactions, and the difference between the amounts of dividends and interest income recorded on the Company’s books and the U.S. dollar equivalent of the amounts actually received.

 

Expense Recognition

Expenses are recorded on the accrual basis of accounting.

 

Prepaid Expenses

Prepaid expenses consist primarily of insurance premiums, filing fees, shelf registration expenses and at-the-market (“ATM”) program expenses. Insurance premiums are amortized over the term of the current policy. Shelf registration expenses and ATM program expenses represent fees and expenses incurred in connection with maintaining the Company’s shelf registration and ATM program that have not been allocated to date.

 

Federal and Other Taxes

The Company intends to continue to operate so as to qualify to be taxed as a RIC under subchapter M of the Code and, as such, to not be subject to federal income tax on the portion of its taxable income and gains distributed to stockholders. To qualify for RIC tax treatment, among other requirements, the Company is required to distribute at least 90% of its investment company taxable income, as defined by the Code.

 

Because U.S. federal income tax regulations differ from U.S. GAAP, distributions in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the consolidated financial statements to reflect their tax character. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future. Differences in classification may also result from the treatment of short-term gains as ordinary income for federal income tax purposes. The tax basis components of distributable earnings differ from the amounts reflected in the consolidated statement of assets and liabilities due to temporary book/tax differences arising primarily from partnerships and passive foreign investment company investments.

 

As of September 30, 2019, the federal income tax cost and net unrealized depreciation on securities were as follows:

  

Cost for federal income tax purposes  $705,692,037 
      
Gross unrealized appreciation   931,749 
Gross unrealized depreciation   (268,306,508)
Net unrealized depreciation  $(267,374,759)

 

For the nine months ended September 30, 2019, the Company incurred $67,500 in Delaware franchise tax expense.

 

Distributions

 

The composition of distributions paid to common stockholders from net investment income and capital gains are determined in accordance with U.S. federal income tax regulations, which differ from U.S. GAAP. Distributions

 

7

 

 

Eagle Point Credit Company Inc. & Subsidiaries

Notes to Consolidated Schedule of Investments

September 30, 2019

(Unaudited)

 

to common stockholders are comprised of net investment income, realized gains or losses and return of capital for either U.S. federal income tax or U.S. GAAP purposes and are intended to be paid monthly. Distributions paid to common stockholders are recorded as a liability on record date and, unless a common stockholder opts out of the Company’s dividend reinvestment plan (the “DRIP”), are automatically reinvested in full shares of the Company as of the payment date, pursuant to the DRIP. The Company’s common stockholders who opt-out of participation in the DRIP (including those common stockholders whose shares are held through a broker who has opted out of participation in the DRIP) will receive all distributions in cash.

 

In addition to the regular monthly distributions, and subject to available taxable earnings of the Company, the Company may make periodic special distributions. A special distribution represents the excess of the Company’s net taxable income over the Company’s aggregate monthly distributions paid during the year.

 

For the nine months ended September 30, 2019, the Company declared and paid distributions on common stock of $44,865,666 or $1.80 per share.

 

For the nine months ended September 30, 2019, the Company declared and paid dividends on the Series A Term Preferred Stock of $2,201,493 or approximately $1.45 per share.

 

For the nine months ended September 30, 2019, the Company declared and paid dividends on the Series B Term Preferred Stock of $2,738,754 or approximately $1.45 per share.

 

The characterization of distributions paid to common stockholders, as set forth in the Financial Highlights, reflect estimates made by the Company for federal income tax purposes. Such estimates are subject to change once the final determination of the source of all distributions has been made by the Company.

 

3.INVESTMENTS

 

Fair Value Measurement

The following tables summarize the valuation of the Company’s investments measured and reported at fair value under the fair value hierarchy levels described in Note 2 “Summary of Significant Accounting Policies” as of September 30, 2019:

 

Fair Value Measurement

 

   Level I   Level II   Level III   Total 
Assets                    
Cash Equivalents  $24,994,141   $-   $-   $24,994,141 
CLO Debt   -    29,678,797    -    29,678,797 
CLO Equity   -    -    400,267,325    400,267,325 
Loan Accumulation Facilities   -    -    8,371,156    8,371,156 
Total Assets at Fair Value  $24,994,141   $29,678,797   $408,638,481   $463,311,419 
                     
Liabilities at Fair Value Under FVO                    
6.6875% Unsecured Notes Due 2028  $68,973,072   $-   $-   $68,973,072 
Total Liabilities at Fair Value Under FVO  $68,973,072   $-   $-   $68,973,072 

 

The changes in investments classified as Level III are as follows for the nine months ended September 30, 2019:

 

8

 

 

Eagle Point Credit Company Inc. & Subsidiaries

Notes to Consolidated Schedule of Investments

September 30, 2019

(Unaudited)

Change in Investments Classified as Level III

 

   CLO Equity   Loan
Accumulation
Facilities
   Total 
Beginning Balance at January 1, 2019  $364,270,948   $49,967,780   $414,238,728 
Purchases of investments   112,093,315(1)   27,005,000    139,098,315 
Proceeds from sales or maturity of investments   (57,487,426)   (68,733,490)(1)   (126,220,916)
Net realized gains (losses) and net change in unrealized appreciation (depreciation)   (18,609,512)   131,866    (18,477,646)
Balance as of September 30, 2019  $400,267,325   $8,371,156   $408,638,481 
                
Change in unrealized appreciation (depreciation) on investments still held as of September 30, 2019  $(21,315,329)  $56,137   $(21,259,192)

 

  (1) Reflects $167,109 and $53,897,233 of proceeds from sales or maturity of investments in loan accumulation facilities transferred to purchases of investments in CLO debt and CLO equity, respectively.

 

The net realized gains (losses) recorded for Level III investments are reported in the net realized gain (loss) on investments balance in the consolidated statement of operations. Net changes in unrealized appreciation (depreciation) are reported in the net change in unrealized appreciation (depreciation) on investments balance in the consolidated statement of operations.

 

The change in unrealized depreciation on investments still held as of September 30, 2019 was $21,259,192.

 

Valuation of CLO Equity

The Adviser gathers price indications from dealers, if available, as part of its valuation process as an input to estimate fair value of each CLO equity investment. Dealer price indications are not firm bids and may not be representative of the actual value where trades can be consummated. In addition, the Adviser utilizes a third-party financial model as an input to estimate the fair value of CLO equity investments. The model contains detailed information on the characteristics of each CLO, including recent information about assets and liabilities from data sources such as trustee reports, and is used to project future cash flows to the CLO note tranches, as well as management fees.

 

The following table summarizes the quantitative inputs and assumptions used for investments categorized in Level III of the fair value hierarchy as of September 30, 2019. In addition to the techniques and inputs noted in the table below, the Adviser may use other valuation techniques and methodologies when determining the Company’s fair value measurements as provided for in the valuation policy approved by the Board. The table below is not intended to be all-inclusive, but rather provides information on the significant Level III inputs as they relate to the Company’s fair value measurements as of September 30, 2019.

 

9

 

 

Eagle Point Credit Company Inc. & Subsidiaries

Notes to Consolidated Schedule of Investments

September 30, 2019

(Unaudited)

 

    Quantitative Information about Level III Fair Value Measurements
                 
Assets   Fair Value as of
September 30, 2019
  Valuation
Techniques/Methodologies
  Unobservable Inputs   Range / Weighted Average
CLO Equity   $            400,267,325   Discounted Cash Flows   Constant Default Rate   0.00% - 2.00%
            Constant Prepayment Rate   25.00%
            Reinvestment Spread   2.85% - 4.60% / 3.45%
            Reinvestment Price   99.50%
            Recovery Rate   67.16% - 70.00% / 69.54%
            Yield to Maturity   0.00% - 82.67% / 24.07%

 

Increases (decreases) in the constant default rate, reinvestment price and yield to maturity in isolation would result in a lower (higher) fair value measurement. Increases (decreases) in the reinvestment spread and recovery rate in isolation would result in a higher (lower) fair value measurement. Changes in the constant prepayment rate may result in a higher (lower) fair value, depending on the circumstances. Generally, a change in the assumption used for the constant default rate may be accompanied by a directionally opposite change in the assumption used for the constant prepayment rate and recovery rate.

 

The Adviser categorizes CLO equity as Level III investments. Certain pricing inputs may be unobservable. An active market may exist, but not necessarily for investments the Company holds as of the reporting date. Additionally, unadjusted dealer quotes, when obtained for valuation purposes, are indicative.

 

Certain of the Company’s Level III investments have been valued using unadjusted inputs that have not been internally developed by the Adviser, including third-party transactions, indicative broker quotations and data reported by trustees. As a result, fair value assets of $8,371,156 have been excluded from the preceding table.

 

Valuation of CLO Debt

The Company’s investments in CLO debt have been valued using an independent pricing service. The valuation methodology of the independent pricing service includes incorporating data comprised of observable market transactions, executable bids, broker quotes from dealers with two sided markets, as well as transaction activity from comparable securities to those being valued. As the independent pricing service contemplates real time market data and no unobservable inputs or significant judgement has been used by the Adviser in the valuation of the Company’s investment in CLO debt, such positions are considered Level II assets.

 

Valuation of Loan Accumulation Facilities

The Adviser determines the fair value of LAFs in accordance with FASB ASC Topic 820 Fair Value Measurements and Disclosures utilizing the income approach as noted in ASC 820-10-55-3F, which measures fair value to reflect current market expectations about the receipt of future amounts (i.e. exit price). LAFs are typically short- to medium-term in nature and formed to acquire loans on an interim basis that are expected to form part of a specific CLO transaction. Pursuant to LAF governing documents, loans acquired by the LAF are typically required to be transferred to the contemplated CLO transaction at original cost plus accrued interest. In such situations, because the LAF will receive its full cost basis in the underlying loan assets, the Adviser determines the fair value of the LAF as follows: (A) the cost of the Company’s investment (i.e., the principal amount invested), and (B) to the extent the LAF has realized gains (losses) on its underlying loan assets which are reported by the Trustee during the applicable reporting period, its attributable portion of such realized gains (losses).

 

In certain circumstances, the LAF documents can contemplate transferring the underlying loans at a price other than original cost plus accrued interest or the Adviser may determine that, despite the initial expectation that a CLO transaction would result from a LAF, such a transaction is in fact unlikely to occur and, accordingly, it is unlikely the loans held by the LAF will be transferred at cost. Rather, the loans held by the LAF will likely

 

10

 

 

Eagle Point Credit Company Inc. & Subsidiaries

Notes to Consolidated Schedule of Investments

September 30, 2019

(Unaudited)

 

transact at market value. In such situations, the fair value of the LAF is most appropriately determined by reference to the market value of the LAF’s underlying loans, which is reflective of the price at which the LAF could sell its loan assets in an orderly transaction between market participants. As such, in these situations, the Adviser will continue utilizing the income approach as noted in ASC 820-10-55-3F and determine the fair value of the LAF as follows: (A) the cost of the Company’s investment (i.e., the principal amount invested), (B) the Company’s attributable portion of the unrealized gain (loss) on the LAF’s underlying loan assets, and (C) to the extent the LAF has realized gains (losses) on its underlying loan assets which are reported by the Trustee during the applicable reporting period, its attributable portion of such realized gains (losses). The Adviser’s measure of the Company’s attributable portion of the unrealized gain (loss) on the LAF’s underlying loan assets takes into account the Adviser’s current market expectations of the receipt of future amounts on such assets, which may be impacted by various factors including any applicable change in market conditions or new information.

 

The Adviser categorizes LAFs as Level III investments. There is no active market and prices are unobservable.

 

Valuation of Series 2028 Notes

The Series 2028 Notes are considered Level I securities and are valued at their official closing price, taken from the NYSE.

 

Investment Risk Factors and Concentration of Investments

 

The following list is not intended to be a comprehensive list of all of the potential risks associated with the Company. The Company’s prospectus provides a detailed discussion of the Company’s risks and considerations. The risks described in the prospectus are not the only risks the Company faces. Additional risks and uncertainties not currently known to the Company or that are currently deemed to be immaterial also may materially and adversely affect its business, financial condition and/or operating results. 

 

Market Risk

Certain events particular to each market in which the Company’s investments conduct operations, as well as general economic and political conditions, may have a significant negative impact on the operations and profitability of the Company’s investments and/or on the fair value of the Company’s investments. Such events are beyond the Company’s control, and the likelihood they may occur and the potential effect on the Company cannot be predicted.

 

Concentration Risk

The Company is classified as “non-diversified” under the 1940 Act. As a result, the Company can invest a greater portion of its assets in obligations of a single issuer than a “diversified” fund. The Company may therefore be more susceptible than a diversified fund to being adversely affected by any single corporate, economic, political or regulatory occurrence.

 

Liquidity Risk

The securities issued by CLOs generally offer less liquidity than below investment grade or high-yield corporate debt, and are subject to certain transfer restrictions imposed on certain financial and other eligibility requirements on prospective transferees. Other investments the Company may purchase through privately negotiated transactions may also be illiquid or subject to legal restrictions on their transfer. As a result of this illiquidity, the Company’s ability to sell certain investments quickly, or at all, in response to changes in economic and other conditions and to receive a fair price when selling such investments may be limited, which could prevent the Company from making sales to mitigate losses on such investments.

 

Risks of Investing in CLOs

The Company’s investments consist in part of CLO securities and the Company may invest in other related structured finance securities. CLOs and structured finance securities are generally backed by an asset or a pool of assets (typically senior secured loans and other credit-related assets in the case of a CLO) which serve as collateral. The Company and other investors in CLO and structured finance securities ultimately bear the credit risk of the

 

11

 

 

Eagle Point Credit Company Inc. & Subsidiaries

Notes to Consolidated Schedule of Investments

September 30, 2019

(Unaudited)

 

underlying collateral. If there are defaults or the relevant collateral otherwise underperforms, scheduled payments to senior tranches of such securities take precedence over those of mezzanine tranches, and scheduled payments to mezzanine tranches take precedence over those to subordinated/equity tranches. Therefore, CLO and other structured finance securities may present risks similar to those of the other types of debt obligations and, in fact, such risks may be of greater significance in the case of CLO and other structured finance securities. In addition to the general risks associated with investing in debt securities, CLO securities carry additional risks, including, but not limited to: (1) the possibility that distributions from collateral assets will not be adequate to make interest or other payments; (2) the quality of the collateral may decline in value or default; (3) the fact that investments in CLO equity and junior debt tranches will likely be subordinate to other senior classes of CLO debt; and (4) the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected investment results.

 

Risks of Investing in Loan Accumulation Facilities

The Company invests in LAFs, which are short- to medium-term facilities often provided by the bank that will serve as placement agent or arranger on a CLO transaction and which acquire loans on an interim basis which are expected to form part of the portfolio of a future CLO. Investments in LAFs have risks similar to those applicable to investments in CLOs.

 

Interest Rate Risk

The fair value of certain investments held by the Company may be significantly affected by changes in interest rates. Although senior secured loans are generally floating rate instruments, the Company’s investments in senior secured loans through CLOs are sensitive to interest rate levels and volatility. Although CLOs are generally structured to mitigate the risk of interest rate mismatch, there may be some difference between the timing of interest rate resets on the assets and liabilities of a CLO. Such a mismatch could have a negative effect on the amount of funds distributed to CLO equity investors. In addition, in the event of a significant rising interest rate environment and/or economic downturn, loan defaults may increase and result in credit losses which may adversely affect the Company’s cash flow, fair value of its assets and operating results.

 

LIBOR Risk

The CLOs in which the Company invests typically obtain financing at a floating rate based on LIBOR. On July 27, 2017, the FCA announced that it will no longer persuade or compel banks to submit rates for the calculation of LIBOR rates after 2021 (the “FCA Announcement”). The FCA Announcement indicates that the continuation of LIBOR on the current basis (or at all) cannot and will not be guaranteed after 2021 and that planning a transition to alternative reference rates that are based firmly on transactions, such as reformed Sterling Over Night Index Average (“SONIA”) must begin. Furthermore, in the United States, efforts to identify a set of alternative U.S. dollar reference interest rates include proposals by the Alternative Reference Rates Committee (“ARRC”) of the Federal Reserve Board and the Federal Reserve Bank of New York. On June 22, 2017, the ARRC identified the Secured Overnight Financing Rate (“SOFR”), a broad U.S. treasuries repo financing rate to be published by the Federal Reserve Bank of New York, as the rate that, in the consensus view of the ARRC, represented best practice for use in certain new U.S. dollar derivatives and other financial contracts. The first publication of SOFR was released in April 2018. Although there have been a few issuances utilizing SONIA and SOFR, it remains in question whether or not these alternative reference rates will attain market acceptance as replacements for LIBOR.

 

At this time, it is not possible to predict the effect of the FCA Announcement or other regulatory changes or announcements, the establishment of SOFR, SONIA or any other alternative reference rates or any other reforms to LIBOR that may be enacted in the United Kingdom, the United States or elsewhere. As such, the potential effect of any such event on the Company’s net investment income cannot yet be determined. As LIBOR is currently being reformed, investors should be aware that: (a) any changes to LIBOR could affect the level of the published rate, including to cause it to be lower and/or more volatile than it would otherwise be; (b) if the applicable rate of interest on any CLO security is calculated with reference to a tenor which is discontinued, such rate of interest will then be determined by the provisions of the affected CLO security, which may include determination by the relevant calculation agent in its discretion; (c) the administrator of LIBOR will not have any involvement in the CLOs or loans and may take any actions in respect of LIBOR without regard to the effect of

 

12

 

 

Eagle Point Credit Company Inc. & Subsidiaries

Notes to Consolidated Schedule of Investments

September 30, 2019

(Unaudited)

 

such actions on the CLOs or loans; and (d) any uncertainty in the value of LIBOR or, the development of a widespread market view that LIBOR has been manipulated or any uncertainty in the prominence of LIBOR as a benchmark interest rate due to the recent regulatory reform may adversely affect the liquidity of the securities in the secondary market and their market value. Any of the above or any other significant change to the setting of LIBOR could have a material adverse effect on the value of, and the amount payable under, (i) any underlying asset of the CLO which pay interest linked to a LIBOR rate and (ii) the CLO securities in which the Company invest.

 

If LIBOR is eliminated as a benchmark rate, it is uncertain whether broad replacement conventions in the CLO markets will develop and, if conventions develop, what those conventions will be and whether they will create adverse consequences for the issuer or the holders of CLO securities.

 

Low Interest Rate Environment

As of the date of the consolidated schedule of investments, interest rates in the United States remain relatively low, which may increase the Company’s exposure to risks associated with rising interest rates. Moreover, interest rate levels are currently impacted by extraordinary monetary policy initiatives, the effect of which is impossible to predict with certainty.

 

Leverage Risk

The Company has incurred leverage through the issuances of the Preferred Stock and the Unsecured Notes, and the Company may incur additional leverage, directly or indirectly, through one or more special purpose vehicles, including indebtedness for borrowed money and leverage in the form of derivative transactions, additional shares of preferred stock and other structures and instruments, in significant amounts and on terms the Adviser and the Board deem appropriate, subject to applicable limitations under the 1940 Act. Such leverage may be used for the acquisition and financing of the Company’s investments, to pay fees and expenses and for other purposes. Any such leverage does not include embedded or inherent leverage in CLO structures in which the Company invests or in derivative instruments in which the Company may invest. Accordingly, there may be a layering of leverage in overall structure. The more leverage is employed, the more likely a substantial change will occur in the Company’s net asset value (“NAV”). For instance, any decrease in the Company’s income would cause net income to decline more sharply than it would have had the Company not borrowed. In addition, any event adversely affecting the value of an investment would be magnified to the extent leverage is utilized.

 

Highly Subordinated and Leveraged Securities Risk

The Company’s portfolio includes equity and junior debt investments in CLOs, which involve a number of significant risks. CLO equity and junior debt securities are typically very highly leveraged (with CLO equity securities typically being leveraged nine to thirteen times), and therefore the junior debt and equity tranches in which the Company is currently invested are subject to a higher degree of risk of total loss.

 

Credit Risk

If a CLO in which the Company invests, an underlying asset of any such CLO or any other type of credit investment in the Company’s portfolio declines in price or fails to pay interest or principal when due because the issuer or debtor, as the case may be, experiences a decline in its financial status either or both the Company’s income and NAV may be adversely impacted. Non-payment would result in a reduction of the Company’s income, a reduction in the value of the applicable CLO security or other credit investment experiencing non-payment and, potentially, a decrease in the Company’s NAV. To the extent the credit rating assigned to a security in the Company’s portfolio is downgraded, the market price and liquidity of such security may be adversely affected. In addition, if a CLO triggers an event of default as a result of failing to make payments when due or for other reasons, the CLO would be subject to the possibility of liquidation, which could result in full loss of value to the CLO equity and junior debt investors. CLO equity tranches are the most likely tranche to suffer a loss of all of their value in these circumstances.

 

13

 

 

Item 2. Controls and Procedures.

 

(a) Based on an evaluation of the Disclosure Controls and Procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, the “Disclosure Controls”) as of a date within 90 days prior to the filing date (the “Filing Date”) of this Form N-Q (the “Report”), the Chief Executive Officer (the Registrant’s principal executive officer) and Chief Financial Officer (the Registrant’s principal financial officer) have concluded that the Disclosure Controls are reasonably designed to ensure that information required to be disclosed by the Registrant in the Report is recorded, processed, summarized and reported by the Filing Date, including ensuring that information required to be disclosed in the Report is accumulated and communicated to the Registrant's management, including the Registrant's principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

(b) There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the Registrant’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

 

Item 3. Exhibits.

 

Filed as exhibits herewith are separate certifications for the Chief Executive Officer and the Chief Financial Officer of the Registrant as required by Rule 30a-2(a) under Investment Company Act of 1940.

  

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  

EAGLE POINT CREDIT COMPANY INC.

  

By: /s/ Thomas P. Majewski  
  Thomas P. Majewski  
  Chief Executive Officer  
     
Date: November 19, 2019  

  

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

By: /s/ Thomas P. Majewski  
  Thomas P. Majewski  
  Chief Executive Officer  
     
Date: November 19, 2019  
     
By: /s/ Kenneth P. Onorio  
  Kenneth P. Onorio  
  Chief Financial Officer  
     
Date: November 19, 2019  

 

 

 

EX-99.CERT 2 tm1923127d2_ex99-cert.htm CERTIFICATIONS

 

Exhibit 99.CERT

 

Certifications

 

I, Thomas Majewski, Chief Executive Officer of Eagle Point Credit Company Inc., certify that:

 

  1. I have reviewed this report on Form N-Q of Eagle Point Credit Company Inc.;

 

  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

  3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

 

  4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

  5. The registrant’s other certifying officers and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated: November 19, 2019

   
/s/ Thomas P. Majewski  
Thomas Majewski  
   
Chief Executive Officer  

 

 

 

 

Certification

 

I, Kenneth Onorio, Chief Financial Officer of Eagle Point Credit Company Inc., certify that:

 

  1. I have reviewed this report on Form N-Q of Eagle Point Credit Company Inc.;

 

  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

  3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

 

  4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

  5. The registrant’s other certifying officers and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated: November 19, 2019

   
/s/ Kenneth Onorio  
Kenneth Onorio  
   
Chief Financial Officer