EAGLE POINT CREDIT COMPANY INC. Item 1.01. Entry into a Material Definitive Agreement.
On
The Series D Preferred Stock are expected to be listed on the
The Offering was made pursuant to a registration statement on Form N-2
(333-237586), filed with the
In connection with the Offering, on
The foregoing description of the terms of the Underwriting Agreement and the Certificate of Designation for the Series D 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 D 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 D Preferred Stock
On
Liquidation Preference. In the event of a liquidation, dissolution or winding up
of the Company's affairs, holders of Series D Preferred Stock will be entitled
to receive a liquidation distribution equal to the liquidation preference of
Dividends. The Company intends to pay monthly dividends on the Series D
Preferred Stock at a fixed annual rate of 6.75% of the Liquidation Preference
(
Cumulative cash dividends on each share of Series D Preferred Stock will be
payable monthly, when, as and if declared, or under authority granted, by the
board of directors out of funds legally available for such payment. With respect
to the first four dividend periods, dividends of the shares of Series D
Preferred Stock offered pursuant to this prospectus supplement will be paid on
The Company cannot effect any modification of or repeal the Company's obligation to redeem the Series D Preferred Stock without the prior unanimous approval of the holders of the Series D Preferred Stock.
Ranking. The Series D Preferred Stock will be senior securities that constitute capital stock. The Series D 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 or may issue in the future (including the 7.75% Series B Term
Preferred Stock due 2026 (the "Series B Term Preferred Stock") and the
6.50% Series C Term Preferred Stock due 2031 (the "Series C Term Preferred
Stock")), 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 senior indebtedness (including the 6.75% notes due 2027, the
6.6875% notes due 2028 and the 6.75% notes due 2031).
Subject to the asset coverage requirements of the Investment Company Act of 1940, as amended, the Company may issue additional series of preferred stock (or additional shares of the Series D Preferred Stock), but the Company may not issue additional classes of capital stock that rank senior or junior to the Series D 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
Voting Rights. Except as otherwise provided in the Company's certificate of incorporation or as otherwise required by law, (1) each holder of Series D Preferred Stock will be entitled to one vote for each share of Series D 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 B Term Preferred Stock, Series C Term Preferred Stock and Series D Preferred Stock, and common stock will vote together as a single class; provided that holders of preferred stock (including the Series B Term Preferred Stock, Series C Term Preferred Stock and Series D 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 D 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 2022, and the other Preferred Director will be up for election in 2023.
Holders of shares of the Series D 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 D Preferred Stock.
Transfer Agent and Paying Agent.
The foregoing description of the terms pertaining to the Series D 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 D 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 9.01. Financial Statements and Exhibits.
(d) Exhibits EXHIBIT NUMBER DESCRIPTION 1.1 Underwriting Agreement, datedNovember 19, 2021 , by and among the Company,Eagle Point Credit Management LLC ,Eagle Point Administration LLC andLadenburg Thalmann & Co. Inc. 3.1 Certificate of Designation of 6.75% Series D Preferred Stock. 5.1 Opinion ofDechert LLP . 23.1 Consent ofDechert LLP (contained in the opinion filed as Exhibit 5.1 hereto).
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