UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On January 11, 2024, Eagle Point Credit Company Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, Eagle Point Credit Management LLC, Eagle Point Administration LLC and Ladenburg Thalmann & Co. Inc., as representative of the several underwriters named therein, in connection with the issuance and sale of 1,400,000 shares (the “Offering”) of the Company’s 8.00% Series F Term Preferred Stock due 2029 (the “Series F Term Preferred Stock”). The closing of the Offering is expected to occur on January 18, 2024, subject to customary closing conditions. The representative of the underwriters in the Offering may exercise an option to purchase up to an additional 210,000 shares of Series F Term Preferred Stock within 30 days of January 11, 2024.
The Series F Term Preferred Stock are expected to be listed on the New York Stock Exchange and to trade under the trading symbol “ECCF”.
The Offering was made pursuant to an effective registration statement on Form N-2 (333-269139), filed with the Securities and Exchange Commission (the “Commission”).
In connection with the Offering, on January 12, 2024, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designation of 8.00% Series F Term Preferred Stock due 2029 (the “Certificate of Designation for the Series F Term Preferred Stock”), designating a total of 3,000,000 shares of preferred stock as Series F Term Preferred Stock.
The foregoing description of the terms of the Underwriting Agreement and the Certificate of Designation for the Series F Term Preferred Stock are not complete and are qualified in their entirety by reference to the full text of the Underwriting Agreement and the Certificate of Designation for the Series F Term Preferred Stock, copies of which are filed as Exhibits 1.1 and 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 3.03. | Material Modification to Rights of Security Holders. |
The information set forth under Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal year |
Series F Term Preferred Stock
On January 12, 2024, the Company filed with the Secretary of State of the State of Delaware the Certificate of Designation for the Series F Term Preferred Stock, which designates a total of 3,000,000 shares of preferred stock as Series F Term Preferred Stock, with the following terms:
Liquidation Preference. In the event of a liquidation, dissolution or winding up of the Company’s affairs, holders of Series F Term Preferred Stock will be entitled to receive a liquidation distribution equal to the liquidation preference of $25 per share (the “Liquidation Preference”), plus an amount equal to accumulated but unpaid dividends, if any, on such shares (whether or not earned or declared, but excluding interest on such dividends) to, but excluding, the payment date.
Dividends. The Company intends to pay monthly dividends on the Series F Term Preferred Stock at a fixed annual rate of 8.00% of the Liquidation Preference ($2.00 per share per year) (the “Dividend Rate”). The Company’s board of directors may determine not to pay, or may be precluded from paying, such dividends if the board of directors believes it is not in the best interest of the Company’s stockholders or if the Company fails to maintain the asset coverage required by the Investment Company Act of 1940, as amended (the “1940 Act”). If the Company fails to redeem the Series F Term Preferred Stock as required on the Mandatory Redemption Date (as defined below) or fails to pay any dividend on the payment date for such dividend, the Dividend Rate will increase by 2% per annum until the Company redeems the Series F Term Preferred Stock or pays the dividend, as applicable. The Dividend Rate will be computed on the basis of a 360-day year consisting of twelve 30-day months.
Cumulative cash dividends on each share of Series F Term Preferred Stock will be payable monthly, when, as and if declared, or under authority granted, by the Company’s board of directors out of funds legally available for such payment. With respect to the first dividend period, dividends of the shares of Series F Term Preferred Stock will be paid on February 29, 2024 to holders of record of such Series F Term Preferred Stock as their names appear on the Company’s registration books at the close of business on February 9, 2024.
Mandatory Term Redemption. The Company is required to redeem all outstanding shares of the Series F Term Preferred Stock on January 31, 2029 (the “Mandatory Redemption Date”) at a redemption price equal to the Liquidation Preference plus an amount equal to accumulated but unpaid dividends, if any, on such shares (whether or not earned or declared, but excluding interest on such dividends) to, but excluding, the Mandatory Redemption Date.
The Company cannot effect any modification of or repeal its obligation to redeem the Series F Term Preferred Stock on the Mandatory Redemption Date without the prior unanimous approval of the holders of the Series F Term Preferred Stock.
Ranking. The Series F Term Preferred Stock will be senior securities that constitute capital stock. The Series F Term Preferred Stock will rank:
| ● | senior to shares of the Company’s common stock in priority of payment of dividends and as to the distribution of assets upon dissolution, liquidation or the winding-up of the Company’s affairs; | |
| ● | equal in priority with all other series of preferred stock the Company has issued (including its 6.50% Series C Term Preferred Stock due 2031 (the “Series C Term Preferred Stock”) and its 6.75% Series D Preferred Stock (the “Series D Preferred Stock”)) or may issue in the future as to priority of payment of dividends and as to distributions of assets upon dissolution, liquidation or the winding-up of the Company’s affairs; and | |
| ● | subordinate in right of payment to the holders of the Company’s existing and future indebtedness (including its 6.6875% Notes due 2028, 5.375% Notes due 2029, and 6.75% Notes due 2031). |
Subject to the asset coverage requirements of the 1940 Act, the Company may issue additional series of preferred stock (including additional shares of the Series F Term Preferred Stock), but the Company may not issue additional classes of capital stock that rank senior or junior to the Series F Term Preferred Stock as to priority of payment of dividends or as to the distribution of assets upon dissolution, liquidation or winding-up of the Company’s affairs.
Optional Redemption. At any time on or after January 18, 2026, the Company may, in its sole option, redeem the outstanding shares of Series F Term Preferred Stock in whole or, from time to time, in part, out of funds legally available for such redemption, at the Liquidation Preference plus an amount equal to accumulated but unpaid dividends, if any, on such shares (whether or not earned or declared, but excluding interest on such dividends) to, but excluding, the date fixed for such redemption.
Voting Rights. Except as otherwise provided in the Company’s certificate of incorporation or as otherwise required by law, (1) each holder of Series F Term Preferred Stock will be entitled to one vote for each share of Series F Term Preferred Stock held on each matter submitted to a vote of the Company’s stockholders and (2) the holders of all outstanding preferred stock, including the Series C Term Preferred Stock, the Series D Preferred Stock and the Series F Term Preferred Stock, and common stock will vote together as a single class; provided that holders of preferred stock (including the Series C Term Preferred Stock, the Series D Preferred Stock and the Series F Term Preferred Stock) voting separately as a class, will be entitled to elect two (2) of the Company’s directors (the “Preferred Directors”) and, if the Company fails to pay dividends on any outstanding shares of preferred stock, including the Series F Term Preferred Stock, in an amount equal to two (2) full years of dividends, and continuing until such failure is cured, will be entitled to elect a majority of the Company’s directors. One of the Preferred Directors will be up for election in 2025, and the other Preferred Director will be up for election in 2026.
Holders of shares of the Series F Term Preferred Stock will also vote separately as a class on any matter that materially and adversely affects any preference, right or power of holders of the Series F Term Preferred Stock.
Transfer Agent and Paying Agent. Equiniti Trust Company, LLC (formerly, American Stock Transfer & Trust Company, LLC) will act as the transfer agent and registrar and redemption and paying agent in respect of the Series F Term Preferred Stock.
The foregoing description of the terms pertaining to the Series F Term Preferred Stock is not complete and is qualified in its entirety by reference to the full text of the Certificate of Designation for the Series F Term Preferred Stock, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 8.01. | Other Events. |
Management’s unaudited estimate of the range of the net asset value per share of our common stock as of December 31, 2023 was between $9.16 and $9.26.
In addition, management’s unaudited estimate of the range of our net investment income and realized gain/loss per share of our common stock for the quarter ended December 31, 2023 was between $0.31 and $0.35.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Eagle Point Credit Company Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Eagle Point Credit Company Inc. | ||
| Date: January 16, 2024 | By: | /s/ Kenneth P. Onorio |
| Kenneth P. Onorio | ||
| Chief Financial Officer | ||