EAGLE POINT INCOME COMPANY INC. Item 1.01. Entry into a Material Definitive Agreement.
On
The Series A Term Preferred Stock are expected to be listed on the
The Offering was made pursuant to a registration statement on Form N-2
(333-259029), 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 A 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 A 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 A Term Preferred Stock
On
Liquidation Preference. In the event of a liquidation, dissolution or winding up
of the Company's affairs, holders of Series A Term 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 A Term
Preferred Stock at a fixed annual rate of 5.00% of the Liquidation Preference
(
Cumulative cash dividends on each share of Series A 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 two dividend periods, dividends of the shares of
Series A Term Preferred Stock will be paid on
Mandatory Term Redemption. The Company is required to redeem all outstanding
shares of the Series A Term Preferred Stock on
The Company cannot effect any modification of or repeal its obligation to redeem the Series A Term Preferred Stock on the Mandatory Redemption Date without the prior unanimous approval of the holders of the Series A Term Preferred Stock.
Ranking. The Series A Term Preferred Stock will be senior securities that constitute capital stock. The Series A 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 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 indebtedness under the Company's credit
facility with BNP Paribas ).
Subject to the asset coverage requirements of the 1940 Act, the Company may issue additional series of preferred stock (or additional shares of the Series A Term Preferred Stock), but the Company may not issue additional classes of capital stock that rank senior or junior to the Series A 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
Voting Rights. Except as otherwise provided in the Company's certificate of incorporation or as otherwise required by law, (1) each holder of Series A Term Preferred Stock will be entitled to one vote for each share of Series A 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 A Term Preferred Stock, and common stock will vote together as a single class; provided that holders of preferred stock (including the Series A 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 A 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 2022, and the other Preferred Director will be up for election in 2023.
Holders of shares of the Series A 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 A Term Preferred Stock.
Transfer Agent and Paying Agent.
The foregoing description of the terms pertaining to the Series A 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 A 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 9.01. Financial Statements and Exhibits.
(d) Exhibits EXHIBIT NUMBER DESCRIPTION 1.1 Underwriting Agreement, datedOctober 18, 2021 , by and among the Company,Eagle Point Income Management LLC ,Eagle Point Administration LLC andLadenburg Thalmann & Co. Inc. 3.1 Certificate of Designation of 5.00% Series A Term Preferred Stock due 2026.
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