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OFFON

EAGLE POINT CREDIT COMPANY INC.

(ECC)
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EAGLE POINT CREDIT CO INC. : Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

11/24/2021 | 04:08pm EST

Item 1.01. Entry into a Material Definitive Agreement.

On November 19, 2021, 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 1,000,000 shares (the "Offering") of the Company's 6.75% Series D Preferred Stock (the "Series D Term Preferred Stock"). The closing of the Offering is expected to occur on November 29, 2021, subject to customary closing conditions. The representative of the underwriters in the Offering may exercise an option to purchase up to an additional 150,000 shares of Series D Preferred Stock within 30 days of November 19, 2021.

The Series D Preferred Stock are expected to be listed on the New York Stock Exchange and to trade under the trading symbol "ECC PRD".

The Offering was made pursuant to a registration statement on Form N-2 (333-237586), filed with the Securities and Exchange Commission (the "Commission").

In connection with the Offering, on November 24, 2021, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designation of 6.75% Series D Preferred Stock (the "Certificate of Designation for the Series D Preferred Stock"), designating a total of 3,500,000 Series D Preferred Stock.

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 November 24, 2021, the Company filed with the Secretary of State of the State of Delaware the Certificate of Designation for the Series D Preferred Stock, which designates a total of 3,500,000 as Series D 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 D 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 D Preferred Stock at a fixed annual rate of 6.75% of the Liquidation Preference ($1.6875 per share per year) (the "Dividend Rate"). The 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 1940 Act. If the Company 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 D 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 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 December 31, 2021, January 31, 2022, February 28, 2022 and March 31, 2021 to holders of record of such Series D Preferred Stock as their names appear on the Company's registration books at the close of business on December 13, 2021, January 11, 2022, February 8, 2022 and March 11, 2022, respectively.

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 November 29, 2026, the Company may, in its sole option, redeem the outstanding shares of Series D 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 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. American Stock Transfer & Trust Company, LLC will act as the transfer agent and registrar and redemption and paying agent in respect of the Series D Preferred Stock.

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, dated November 19, 2021, by and among the
           Company, Eagle Point Credit Management LLC, Eagle Point Administration
           LLC and Ladenburg Thalmann & Co. Inc.
  3.1        Certificate of Designation of 6.75% Series D Preferred Stock.
  5.1        Opinion of Dechert LLP.
  23.1       Consent of Dechert LLP (contained in the opinion filed as Exhibit 5.1
           hereto).

© Edgar Online, source Glimpses

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Financials (USD)
Sales 2021 86,9 M - -
Net income 2021 140 M - -
Net Debt 2021 - - -
P/E ratio 2021 3,42x
Yield 2021 8,08%
Capitalization 498 M 498 M -
Capi. / Sales 2021 5,73x
Capi. / Sales 2022 4,66x
Nbr of Employees -
Free-Float -
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Last Close Price 14,11 $
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Managers and Directors
Thomas Philip Majewski Chief Executive Officer & Director
Kenneth P. Onorio Chief Operating & Financial Officer
James R. Matthews Chairman
Nauman S. Malik Chief Compliance Officer
Scott W. Appleby Independent Director