Eagle Point Income Co. Files 8-K on Material Agreements

TL;DR

Eagle Point Income Co. filed an 8-K on March 27, 2024, detailing material agreements and changes to security holder rights.

AI Summary

Eagle Point Income Company Inc. filed an 8-K on April 3, 2024, reporting on events that occurred on March 27, 2024. The filing indicates a material definitive agreement, modifications to security holder rights, and amendments to its articles of incorporation or bylaws. Specific details regarding these events, including any associated dollar amounts or precise changes, are not elaborated in the provided text.

Why It Matters

This 8-K filing signals significant corporate actions by Eagle Point Income Company Inc. that could impact its security holders and business structure.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and modifications to security holder rights, which can introduce uncertainty and potential risks.

Key Players & Entities

• Eagle Point Income Co Inc. (company) — Registrant
• March 27, 2024 (date) — Date of earliest event reported
• April 3, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share EIC New York Stock Exchan
• $25 — equal to the liquidation preference of $25 per share (the "Liquidation Preference"
• $2.00 — of 8.00% of the Liquidation Preference ($2.00 per share per year) (the "Dividend Rate

Filing Documents

• tm2410395d2_8k.htm (8-K) — 51KB
• tm2410395d2_ex1-1.htm (EX-1.1) — 186KB
• tm2410395d2_ex3-1.htm (EX-3.1) — 96KB
• tm2410395d2_ex5-1.htm (EX-5.1) — 15KB
• tm2410395d2_ex5-1img001.jpg (GRAPHIC) — 11KB
• 0001104659-24-043149.txt ( ) — 659KB
• eic-20240327.xsd (EX-101.SCH) — 4KB
• eic-20240327_def.xml (EX-101.DEF) — 26KB
• eic-20240327_lab.xml (EX-101.LAB) — 37KB
• eic-20240327_pre.xml (EX-101.PRE) — 25KB
• tm2410395d2_8k_htm.xml (XML) — 7KB

01

Item 1.01. Entry into a Material Definitive Agreement. On March 27, 2024, Eagle Point Income Company Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") by and among the Company, Eagle Point Income 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 1,220,000 shares (the "Offering") of the Company's 8.00% Series C Term Preferred Stock due 2029 (the "Series C Term Preferred Stock"). The Offering closed on April 3, 2024. The representative of the underwriters in the Offering may exercise an option to purchase up to an additional 183,000 shares of Series C Term Preferred Stock within 30 days of March 27, 2024. The Series C Term Preferred Stock is expected to be listed on the New York Stock Exchange and to trade under the trading symbol "EICC". The Offering was made pursuant to an effective registration statement on Form N-2 (333-272168), filed with the Securities and Exchange Commission (the "Commission"). In connection with the Offering, on April 1, 2024, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designation of 8.00% Series C Term Preferred Stock due 2029 (the "Certificate of Designation for the Series C Term Preferred Stock"), designating a total of 2,400,000 shares of Series C Term Preferred Stock. The foregoing description of the terms of the Underwriting Agreement and the Certificate of Designation for the Series C 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 C 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.

03

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.

03

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal year Series C Term Preferred Stock On April 1, 2024, the Company filed with the Secretary of State of the State of Delaware the Certificate of Designation for the Series C Term Preferred Stock, which designates a total of 2,400,000 shares as Series C 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 C 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 date fixed for such redemption. Dividends . The Company intends to pay monthly dividends on the Series C 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 C 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 C 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 C Term Preferred Stock will be payable monthly, when, as and if declared, or

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits EXHIBIT NUMBER DESCRIPTION 1.1 Underwriting Agreement, dated March 27, 2024, by and among the Company, Eagle Point Income Management LLC, Eagle Point Administration LLC and Ladenburg Thalmann & Co. Inc. 3.1 Certificate of Designation of 8.00% Series C Term Preferred Stock due 2029. 5.1 Opinion of Dechert LLP 23.1 Consent of Dechert LLP (contained in the opinion filed as Exhibit 5.1) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, Eagle Point Income Company Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: April 3, 2024 EAGLE POINT INCOME COMPANY INC. By: /s/ Kenneth P. Onorio Name: Kenneth P. Onorio Title: Chief Financial Officer and Chief Operating Officer

View Full Filing

View this 8-K filing on SEC EDGAR