As filed with the U.S. Securities and Exchange Commission on June 2, 2020
1933 Act File No. 333-237583
1940 Act File No. 811-23384
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2
x REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
¨ Pre-Effective Amendment No.
x Post-Effective Amendment No. 1
and
x REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
x Amendment No. 13
EAGLE POINT INCOME COMPANY INC.
(Exact name of Registrant as specified in charter)
600 Steamboat Road, Suite 202
Greenwich, CT 06830
(Address of Principal Executive Offices)
(203) 340-8500
(Registrant’s telephone number, including Area Code)
Thomas P. Majewski
600 Steamboat Road, Suite 202
Greenwich, CT 06830
(Name and address of agent for service)
Copies of Communications to:
Thomas J. Friedmann
Philip T. Hinkle
Dechert LLP
One International Place, 40th Floor
100 Oliver Street
Boston, Massachusetts 02110
(617) 728-7120
Approximate date of proposed public offering: As soon as practicable after the effective date of this Registration Statement.
If any securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box. x
It is proposed that this filing will become effective (check appropriate box):
¨ | when declared effective pursuant to section 8(c). |
If appropriate, check the following box:
¨ | This post-effective amendment designates a new effective date for a previously filed registration statement. |
¨ | This form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act and the Securities Act registration statement number of the earlier effective registration statement for the same offering is . |
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File Nos. 333-237583 and 811-23384) (the “Registration Statement”) of Eagle Point Income Company Inc. (the “Registrant”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of adding exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment No. 1 consists only of a facing page, this explanatory note and Part C of the Registration Statement. This Post-Effective Amendment No. 1 does not modify any other part of the Registration Statement and pursuant to Rule 462(d) under the Securities Act, shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.
| | |
Page
|
| |||
Financial Statements for the Period Ended March 31, 2020 (Unaudited) | | | | | | | |
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | | |
| | | | F-8 | | | |
| | | | F-23 | | | |
Financial Statements for the Period Ended December 31, 2019 (Audited) | | | | | | | |
| | | | F-27 | | | |
| | | | F-28 | | | |
| | | | F-30 | | | |
| | | | F-31 | | | |
| | | | F-33 | | | |
| | | | F-34 | | | |
| | | | F-50 | | | |
| | | | F-53 | | |
|
SEC registration fee
|
| | | $ | 25,960 | | |
|
FINRA filing fee
|
| | | $ | 30,500 | | |
|
NYSE listing fee
|
| | | $ | 65,300 | | |
|
Printing and postage
|
| | | $ | 80,000 | | |
|
Legal fees and expenses
|
| | | $ | 649,644 | | |
|
Accounting fees and expenses
|
| | | $ | 702,500 | | |
|
Miscellaneous
|
| | | $ | 106,096 | | |
|
Total
|
| | | $ | 1,660,000 | | |
Title of Class
|
| |
Number of
Record Holders |
| |||
Common stock, par value $0.001 per share
|
| | | | 15 | | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Thomas P. Majewski
Thomas P. Majewski
|
| |
Chief Executive Officer and Chairman of the Board of Directors
(Principal Executive Officer) |
| |
June 2, 2020
|
|
|
/s/ Kenneth P. Onorio
Kenneth P. Onorio
|
| |
Chief Financial Officer
(Principal Financial and Accounting Officer) |
| |
June 2, 2020
|
|
|
*
James R. Matthews
|
| | Director | | |
June 2, 2020
|
|
|
*
Scott W. Appleby
|
| | Director | | |
June 2, 2020
|
|
|
*
Kevin F. McDonald
|
| | Director | | |
June 2, 2020
|
|
|
*
Paul E. Tramontano
|
| | Director | | |
June 2, 2020
|
|
|
*
Jeffrey L. Weiss
|
| | Director | | |
June 2, 2020
|
|
|
* By:
|
| | /s/ Thomas P. Majewski | |
| | | | Name: Thomas P. Majewski | |
| | | | Title: Attorney-in-fact | |
Exhibit (h)(5)
AMENDMENT NO. 1 TO AT MARKET ISSUANCE SALES AGREEMENT
This Amendment No. 1 (this “Amendment”) to that certain At Market Issuance Sales Agreement, dated as of November 22, 2019 (the “Original Agreement”), by and among Eagle Point Income Company Inc., a Delaware corporation (the “Company”), Eagle Point Income Management LLC, a Delaware limited liability company (the “Investment Adviser”), and Eagle Point Administration LLC, a Delaware limited liability company (the “Administrator”), and B. Riley FBR, Inc., (“BRFBR”) and National Securities Corporation (“National,” each a “Placement Agent” and collectively, the “Placement Agents”), is entered into as of June 1, 2020, by and among the Company, the Investment Adviser, the Administrator and the Placement Agents. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Original Agreement.
RECITALS
WHEREAS, the parties desire to amend the Original Agreement as hereinafter provided.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and intending to be legally bound, the parties hereto agree as follows:
Section 1.1. Amendment to Original Agreement.
The second paragraph of Section 1 shall be amended and restated in its entirety as follows:
“The Company has filed with the Commission a shelf registration statement on Form N-2 (File Nos. 333-237583 and 811-23384), including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement as amended, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430C under the Securities Act, and, when and if applicable, all documents incorporated or deemed to be incorporated therein by reference pursuant to the final rule and form amendments adopted by the Commission to implement certain provisions of the Economic Growth, Regulatory Relief, and Consumer Protection Act (“CEF Act”), is hereinafter referred to as the “Registration Statement”; the prospectus, dated as of May 29, 2020, included in the Registration Statement at the time it became effective on May 29, 2020 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430C under the Securities Act), in the form in which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement to be filed on or around June 1, 2020 with the Commission pursuant to Rule 497 under the Securities Act, or any other prospectus supplements filed pursuant to Rule 497 or Rule 424(b) under the Securities Act and, when and if applicable, all documents incorporated or deemed to be incorporated therein by reference pursuant to the final rule and form amendments adopted by the Commission to implement certain provisions of the CEF Act, and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement.”
ARTICLE II.
Section 2.1. Miscellaneous Provisions.
(a) This Amendment shall only serve to amend and modify the Original Agreement to the extent specifically provided herein. All terms, conditions, provisions and references of and to the Original Agreement which are not specifically modified and/or amended herein shall remain in full force and effect and shall not be altered by any provisions herein contained. On and after the date of this Amendment, each reference in the Original Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference to the Original Agreement in any other agreements, documents or instruments executed and delivered pursuant to the Original Agreement, shall mean and be a reference to the Original Agreement, as amended by this Amendment; provided that references to “the date of this Agreement” and other similar references in the Original Agreement shall continue to refer to the date of the Original Agreement and not to the date of this Amendment.
(b) This Amendment shall be subject to the general provisions contained in Sections 12 through 16 of the Original Agreement, which are incorporated by reference herein, in each case, mutatis mutandis.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to At Market Issuance Sales Agreement to be duly executed as of the day and year first above written.
EAGLE POINT INCOME COMPANY INC. | ||
By: | /s/ Kenneth P. Onorio Name: Kenneth P. Onorio Title: Chief Financial Officer and Chief Operating Officer |
EAGLE POINT INCOME MANAGEMENT LLC | ||
By: | /s/ Kenneth P. Onorio Name: Kenneth P. Onorio Title: Chief Financial Officer and Chief Operating Officer |
EAGLE POINT ADMINISTRATION LLC | ||
By: | /s/ Kenneth P. Onorio Name: Kenneth P. Onorio Title: Chief Financial Officer |
B. RILEY FBR, INC. | ||
By: | /s/ Patrice McNicoll Name: Patrice McNicoll Title: Co-Head of Investment Banking |
NATIONAL SECURITIES CORPORATION | ||
By: | /s/ Jonathan C. Rich Name: Jonathan C. Rich Title: EVP – Head of Investment Banking |