UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 24, 2022

 

 

 

Eagle Point Credit Company Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   811-22974   47-2215998

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

600 Steamboat Road, Suite 202, Greenwich, CT 06830

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (203) 340-8500

 

 

 

(Former name or former address, if changed since last report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class  

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.001 per share   ECC   New York Stock Exchange
7.75% Series B Term Preferred Stock due 2026   ECCB   New York Stock Exchange
6.50% Series C Term Preferred Stock due 2031   ECCC   New York Stock Exchange
6.75% Series D Preferred Stock   ECC PRD   New York Stock Exchange
6.75% Notes due 2027   ECCY   New York Stock Exchange
6.6875% Notes due 2028   ECCX   New York Stock Exchange
6.75% Notes due 2031   ECCW   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

¨ Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On January 24, 2022, in connection with a previously announced public offering (the “Offering”), Eagle Point Credit Company Inc. (the “Company”) entered into the fifth supplemental indenture (the “Fifth Supplemental Indenture”) between the Company and American Stock Transfer & Trust Company, LLC (the “Trustee”), which supplements a base indenture, dated December 4, 2015, between the Company and the Trustee (the “Base Indenture,” and, together with the Fifth Supplemental Indenture, the “Indenture”). The Fifth Supplemental Indenture relates to the Company’s issuance of $87,000,000 aggregate principal amount of its 5.375% Notes due 2029 (the “Notes”). The representative of the underwriters in the Offering may exercise an option to purchase up to an additional $13,000,000 aggregate principal amount of Notes within 30 days of January 13, 2022.

 

The Notes are expected to be listed on the New York Stock Exchange and to trade under the trading symbol “ECCV”.

 

The Notes will mature on January 31, 2029. The principal payable at maturity will be 100% of the aggregate principal amount. The interest rate of the Notes is 5.375% per year and will be paid every March 31, June 30, September 30 and December 31, beginning March 31, 2022, and the regular record dates for interest payments will be every March 15, June 15, September 15 and December 15, beginning March 15, 2022. If an interest payment date falls on a non-business day, the applicable interest payment will be made on the next business day and no additional interest will accrue as a result of such delayed payment. The initial interest period for the Notes will be the period from and including January 24, 2022, to, but excluding, the initial interest payment date, and the subsequent interest periods will be the periods from and including an interest payment date to, but excluding, the next interest payment date or the stated maturity date, as the case may be.

 

The Company is issuing the Notes in denominations of $25 and integral multiples of $25 in excess thereof. The Notes will not be subject to any sinking fund and holders of the Notes will not have the option to have the Notes repaid prior to the stated maturity date.

 

The Notes may be redeemed in whole or in part at any time or from time to time at the Company’s option on or after January 31, 2025 upon not less than 30-days’ nor more than 60-days’ written notice by mail prior to the date fixed for redemption thereof, at a redemption price equal to 100% of the outstanding aggregate principal amount thereof plus accrued and unpaid interest otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption. Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Investment Company Act of 1940, as amended (the “1940 Act”).

 

If the Company redeems only some of the Notes, the Trustee will determine the method for selection of the particular Notes to be redeemed, in accordance with the rules of any national securities exchange or quotation system on which the Notes are listed, on a pro rata basis to the extent practicable or by lot or such similar method in accordance with the procedures of The Depository Trust Company. Unless the Company defaults in payment of the redemption price, on and after the date of redemption, interest will cease to accrue on the Notes called for redemption.

 

Pursuant to the Indenture, the Company has the ability, without the consent of the holders of the Notes, to issue additional series of the Notes (in any such case, “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes shall constitute a single series under the Indenture.

 

The Indenture contains certain covenants, including a covenant requiring the Company to comply with Section 18(a)(1)(A) of the 1940 Act (as modified by the other provisions of Section 18 of the 1940 Act) as in effect from time to time or any successor provisions thereto, whether or not the Company is subject to such provisions of the 1940 Act, but giving effect, in either case, to any exemptive relief granted to the Company by the Securities and Exchange Commission (the “SEC”), and to provide certain financial information to the holders of the Notes and the Trustee if the Company should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, as made applicable to the Company by the 1940 Act. These covenants are subject to important limitations and exceptions that are set forth in the Indenture.

 

 

 

 

The Notes were offered and sold pursuant to the Company’s effective shelf registration statement on Form N-2 (File No. 333-237586) previously filed with the SEC, as supplemented by a preliminary prospectus supplement dated January 12, 2022, a final prospectus supplement dated January 13, 2022 and the pricing term sheet filed with the SEC on January 13, 2022. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. The transaction closed on January 24, 2022.

 

The description above is only a summary of the material provisions of the Indenture and the Notes and is qualified in its entirety by reference to copies of the Indenture and the Notes, respectively, each filed as exhibits to this Current Report on Form 8-K and incorporated by reference herein.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

  

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

EXHIBIT
NUMBER 		  DESCRIPTION
4.1   Fifth Supplemental Indenture, dated as of January 24, 2022, relating to the 5.375% Notes due 2029, by and between Eagle Point Credit Company Inc. and American Stock Transfer & Trust Company, LLC, as trustee.
4.2   Form of 5.375% Notes due 2029 (included in Exhibit 4.1 hereto).
5.1   Opinion of Dechert LLP.
23.1   Consent of Dechert LLP (contained in the opinion filed as Exhibit 5.1 hereto).

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, Eagle Point Credit Company Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Eagle Point Credit Company Inc.

 

   
Date: January 24, 2022   By:

/s/ Kenneth P. Onorio

    Kenneth P. Onorio
    Chief Financial Officer and Chief Operating Officer

 

 

 

Exhibit 4.1

 

Execution Version

 

FIFTH SUPPLEMENTAL INDENTURE

 

between

 

EAGLE POINT CREDIT COMPANY INC.

 

and

 

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC,

 

Trustee

 

Dated as of January 24, 2022

 

 

 

 

THIS FIFTH SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”), dated as of January 24, 2022, is between Eagle Point Credit Company Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as trustee (the “Trustee”). All capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Base Indenture (as defined below).

 

RECITALS OF THE COMPANY

 

WHEREAS, the Company and the Trustee executed and delivered an Indenture, dated as of December 4, 2015 (the “Base Indenture” and, as supplemented by this Fifth Supplemental Indenture, the “Indenture”), to provide for the issuance by the Company from time to time of the Company’s debt securities (the “Securities”) evidencing its unsecured indebtedness, to be issued in one or more series as provided in the Base Indenture;

 

WHEREAS, the Company previously entered into the First Supplemental Indenture, dated as of December 4, 2015 (the “First Supplemental Indenture”), a Second Supplemental Indenture, dated as of August 8, 2017 (the “Second Supplemental Indenture”), a Third Supplemental Indenture, dated as of April 24, 2018 (the “Third Supplemental Indenture”), and a Fourth Supplemental Indenture, dated as of March 25, 2021 (the “Fourth Supplemental Indenture”), each of which amended and supplemented the Base Indenture. The First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and Fourth Supplemental Indenture are not applicable to the Series 2029 Notes (as defined below);

 

WHEREAS, the Company desires to initially issue and sell up to $100,000,000 aggregate principal amount (including up to $13,000,000 aggregate principal amount pursuant to the underwriters’ overallotment option) of the Company’s 5.375% notes due 2029 (the “Series 2029 Notes”);

 

WHEREAS, Sections 9.01(iv) and 9.01(vi) of the Base Indenture provide that, without the consent of Holders of the Securities of any series issued under the Indenture, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to the Base Indenture to (i) change or eliminate any of the provisions of the Base Indenture when there is no Security Outstanding of any series created prior to the execution of a supplemental indenture that is entitled to the benefit of such provision and (ii) establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01 of the Base Indenture;

 

WHEREAS, the Company desires to establish the form and terms of the Series 2029 Notes and to modify, alter, supplement and change certain provisions of the Base Indenture for the benefit of the Holders of the Series 2029 Notes (except as may be provided in a future supplemental indenture to the Indenture (each, a “Future Supplemental Indenture”)); and

 

WHEREAS, the Company has duly authorized the execution and delivery of this Fifth Supplemental Indenture to provide for the issuance of the Series 2029 Notes and all acts and things necessary to make this Fifth Supplemental Indenture a valid and legally binding obligation of the Company and to constitute a valid agreement of the Company, in accordance with its terms, have been done and performed.

 

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NOW, THEREFORE, THIS INDENTURE WITNESSETH: For and in consideration of the premises and the purchase of the Series 2029 Notes by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Series 2029 Notes, as follows:

 

ARTICLE I.
TERMS OF THE SERIES 2029 NOTES

 

Section 1.01.       Terms of the Series 2029 Notes. The following terms relating to the Series 2029 Notes are hereby established:

 

(a)          The Series 2029 Notes shall constitute a series of Securities having the title “5.375% Notes due 2029”.

 

(b)          The aggregate principal amount of the Series 2029 Notes that may be initially authenticated and delivered under the Indenture (except for Series 2029 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Series 2029 Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.07 of the Base Indenture) shall be up to $100,000,000 aggregate principal amount (including up to $13,000,000 aggregate principal amount pursuant to the underwriters’ overallotment option). Under a Board Resolution, Officer’s Certificate pursuant to Board Resolutions or a Future Supplemental Indenture, the Company may from time to time, without the consent of the Holders of the Series 2029 Notes, issue additional Series 2029 Notes (in any such case, “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Series 2029 Notes. Any Additional Notes and the existing Series 2029 Notes shall constitute a single series under the Indenture and all references to the relevant Series 2029 Notes herein shall include the Additional Notes unless the context otherwise requires.

 

(c)          The entire outstanding principal of the Series 2029 Notes shall be payable on January 31, 2029, unless earlier redeemed or repurchased in accordance with the provisions of the Indenture.

 

(d)          The rate at which the Series 2029 Notes shall bear interest shall be 5.375% per annum of the aggregate principal amount. The date from which interest shall accrue on the Series 2029 Notes shall be January 24, 2022 or (including for any Additional Notes issued thereafter) the most recent Interest Payment Date to which interest has been paid or provided for, if applicable. The Interest Payment Dates for the Series 2029 Notes shall be March 31, June 30, September 30 and December 31 of each year, commencing March 31, 2022 (provided that if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment shall be made on the next succeeding Business Day, and no additional interest shall accrue as a result of such delayed payment). The initial interest period shall be the period from, and including, January 24, 2022 (or, for any Additional Notes issued thereafter, the most recent Interest Payment Date to which interest has been paid or provided for, if applicable) to, but excluding, the next applicable initial Interest Payment Date, and the subsequent interest periods shall be the periods from, and including, an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, shall be paid to the Person in whose name the Series 2029 Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be March 15, June 15, September 15 and December 15 of each year, commencing March 15, 2022 (provided, that if a Regular Record Date falls on a day that is not a Business Day, then that Regular Record Date shall be the next succeeding Business Day), as the case may be, next preceding such Interest Payment Date. Interest on the Series 2029 Notes shall be computed on the basis of a 360-day year of twelve 30-day months. Payment of principal of (and premium, if any, on) the Series 2029 Notes shall be made at the Corporate Trust Office of the Trustee in such coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts, and payment of interest shall be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, however, that at the option of the Holder, payment of principal of (and premium, if any, on) and interest on the Series 2029 Notes may be made by wire transfer of immediately available funds to an account at a bank in the United States as further set forth in Section 10.01 of the Indenture; provided, further, however, that so long as the Series 2029 Notes are registered to Cede & Co., such payment shall be made by wire transfer in accordance with the procedures established by The Depository Trust Company (“DTC”) and the Trustee.

 

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(e)          The Series 2029 Notes shall be initially issuable in global form (each such Series 2029 Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Fifth Supplemental Indenture. Each Global Note shall represent the aggregate principal amount of outstanding Series 2029 Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Series 2029 Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Series 2029 Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the principal amount of outstanding Series 2029 Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.

 

(f)           The depositary for such Global Notes (the “Depositary”) shall be DTC. The Security Registrar with respect to the Global Notes shall be the Trustee.

 

(g)          The Series 2029 Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.08 through 10.12 of the Indenture.

 

(h)          The Series 2029 Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:

 

(i)             The Series 2029 Notes shall be redeemable in whole or in part, at any time or from time to time, at the option of the Company, on or after January 31, 2025, at a Redemption Price equal to 100% of the outstanding aggregate principal amount thereof plus accrued and unpaid interest otherwise payable for the then-current quarterly interest period accrued to, but excluding, the Redemption Date.

 

(ii)            Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery to each Holder of the Series 2029 Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture and the delivery of such shall be subject to the terms of the Indenture.

 

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(iii)           Any exercise of the Company’s option to redeem the Series 2029 Notes shall be done in compliance with the Investment Company Act.

 

(iv)           If less than all of the Series 2029 Notes are to be redeemed at any time, the Trustee shall select the Series 2029 Notes to be redeemed (1) if the Series 2029 Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Series 2029 Notes are listed, (2) on a pro rata basis to the extent practicable or (3) by lot or such similar method in accordance with the procedures of DTC.

 

(v)            Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest shall cease to accrue on the Series 2029 Notes called for redemption hereunder.

 

(vi)           The Series 2029 Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.

 

(i)           The Series 2029 Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.

 

(j)            Holders of the Series 2029 Notes shall not have the option to have the Series 2029 Notes repaid prior to January 31, 2029.

 

ARTICLE II.
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

 

Section 2.01.       Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Series 2029 Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Article One of the Base Indenture shall be amended by replacing the definition of “Business Day” in Section 1.01 thereof with the following:

 

“Business Day” means, with respect to any Note, any day other than a Saturday, a Sunday or a day on which banking institutions in New York are authorized or obligated by law or executive order to close.

 

Section 2.02.       Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Series 2029 Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Article One of the Base Indenture shall be amended by adding the following defined terms to Section 1.01 thereof in appropriate alphabetical sequence, as follows:

 

“Exchange Act” means the United States Securities Exchange Act of 1934 and the rules and regulations promulgated by the Commission thereunder and any statute successor thereto, in each case as amended from time to time.

 

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“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, the opinions and pronouncements of the Public Company Accounting Oversight Board and the statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession in the United States, which are in effect from time to time.

 

ARTICLE III.
SECURITIES FORMS

 

Section 3.01.       Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Series 2029 Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Article Two of the Base Indenture shall be amended by adding the following new Section 2.04 thereto, as set forth below:

 

“Section 204. Certificated Notes.”

 

Notwithstanding anything to the contrary in the Indenture, Series 2029 Notes in physical, certificated form shall be issued and delivered to each person that the Depositary identifies as a beneficial owner of the related Series 2029 Notes only if:

 

(1) the Depositary notifies the Company at any time that it is unwilling or unable to continue as depositary for the Series 2029 Notes in global form and a successor depositary is not appointed within 90 days; or

 

(2) the Depositary ceases to be registered as a clearing agency under the Exchange Act, and a successor depositary is not appointed within 90 days.”

 

ARTICLE IV.
COVENANTS

 

Section 4.01.       Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Series 2029 Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Article Ten of the Base Indenture shall be amended by replacing Section 10.06 thereof in its entirety with the following:

 

“Section 10.06. [RESERVED]”

 

Section 4.02.       Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Series 2029 Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Article Ten of the Base Indenture shall be amended by replacing Section 10.07 thereof in its entirety with the following:

 

“Section 10.07. Waiver of Certain Covenants.”

 

The Company may omit in any particular instance to comply with any covenant or condition, as specified pursuant to Section 3.01(xv), for Securities of any series, in any covenants of the Company added to Article Ten pursuant to Section 3.01(xiv) or Section 3.01(xv) in connection with the Securities of a series, if before or after the time for such compliance the Holders of at least a majority in aggregate principal amount of all Outstanding Securities of such series, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such covenant or condition shall remain in full force and effect.”

 

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Section 4.03.       Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Series 2029 Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Article Ten of the Base Indenture shall be amended by adding the following new Sections 10.08 through 10.12 thereto, each as set forth below:

 

“Section 10.08. Closed-end Fund.”

 

The Company hereby agrees, that for the period of time during which Series 2029 Notes are Outstanding, the Company will remain a closed-end management investment company for purposes of the Investment Company Act.”

 

“Section 10.09. Ranking.”

 

The Company hereby agrees, that for the period of time during which Series 2029 Notes are Outstanding, the Company’s payment obligations under the Indenture and the Series 2029 Notes shall at all times rank pari passu, without preference or priority, with all of the Company’s existing and future unsecured indebtedness and senior to any preferred stock the Company may issue.”

 

“Section 10.10. Section 18(a)(1)(A) of the Investment Company Act.”

 

The Company hereby agrees that for the period of time during which Series 2029 Notes are Outstanding, the Company will not violate, whether or not it is subject to, Section 18(a)(1)(A) of the Investment Company Act (as modified by the other provisions of Section 18 of the Investment Company Act) as in effect from time to time or any successor provisions thereto, giving effect, in either case, to any exemptive relief granted to the Company by the Commission.”

 

“Section 10.11. Section 18(a)(1)(B) of the Investment Company Act.”

 

The Company hereby agrees that for the period of time during which Series 2029 Notes are Outstanding, the Company will not violate, whether or not it is subject to, Section 18(a)(1)(B) of the Investment Company Act (as modified by the other provisions of Section 18 of the Investment Company Act), as in effect from time to time or any successor provisions thereto, giving effect, in either case, to (i) any exemptive relief granted to the Company by the Commission and (ii) no-action relief granted by the Commission to another closed-end investment company (or to the Company if it determines to seek such similar no-action or other relief) permitting the closed-end investment company to declare any cash dividend or distribution notwithstanding the prohibition contained in Section 18(a)(1)(B) of the Investment Company Act in order to maintain the closed-end investment company’s status as a regulated investment company under Subchapter M of the United States Internal Revenue Code of 1986, as amended.”

 

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“Section 10.12. Commission Reports and Reports to Holders.”

 

The Company hereby agrees that if, at any time, the Company is not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act to file any periodic reports with the Commission, the Company agrees to furnish to the Holders of Series 2029 Notes and the Trustee for the period of time during which the Series 2029 Notes are Outstanding: (i) within 60 days after the end of the each fiscal year of the Company, audited annual consolidated financial statements of the Company and (ii) within 60 days after the end of the second fiscal quarter of the Company, unaudited interim consolidated financial statements of the Company. All such financial statements shall be prepared, in all material respects, in accordance with GAAP, as applicable.”

 

ARTICLE V.
DEFEASANCE AND COVENANT DEFEASANCE

 

Section 5.01.       Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Series 2029 Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Article Fourteen of the Base Indenture shall be amended by replacing Section 14.03 thereof in its entirety with the following:

 

“Section 14.03. Covenant Defeasance.”

 

Upon the Company’s exercise of the above option applicable to this Section with respect to any Securities of or within a series, if specified pursuant to Section 3.01, its obligations under any other covenant with respect to such Outstanding Securities on and after the date the conditions set forth in Section 14.04 are satisfied (hereinafter, “covenant defeasance”), and such Securities shall thereafter be deemed to be not “Outstanding” for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with such covenant, but shall continue to be deemed “Outstanding” for all other purposes hereunder. For this purpose, such covenant defeasance means that, with respect to such Outstanding Securities, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such Section or such other covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or such other covenant or by reason of reference in any such Section or such other covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 5.01(iv) or 5.01(viii) or otherwise, as the case may be, but, except as specified above, the remainder of this Indenture and such Securities shall be unaffected thereby. Following a covenant defeasance, payment of such Securities may not be accelerated because of an Event of Default solely by reference to such Sections specified above in this Section 14.03.”

 

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ARTICLE VI.
MEETINGS OF HOLDERS OF SECURITIES

 

Section 6.01.       Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Series 2029 Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 15.05 of the Base Indenture shall be amended by replacing clause (c) thereof with the following:

 

“(c) At any meeting of Holders, each Holder of a Security of such series or proxy shall be entitled to one vote for each $25.00 principal amount of the Outstanding Securities of such series held or represented by such Holder; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy.”

 

ARTICLE VII.
PAYMENT

 

Section 7.01.       Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Series 2029 Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 10.01 of the Base Indenture shall be amended by adding the following at the end of such Section:

 

“Alternatively, at the request of the registered Holder, the Company will pay the principal of (and premium, if any, on) and interest, if any, on the Securities by wire transfer of immediately available funds to an account at a bank in the United States, on the date when such amount is due and payable. To request payment by wire transfer, the registered Holder must give the Paying Agent appropriate transfer instructions at least 15 Business Days before the requested payment is due. In the case of any interest payment due on an Interest Payment Date, the instructions must be given by the person who is the registered Holder on the relevant Regular Record Date. Any wire instructions, once properly given, will remain in effect unless and until new instructions are given in accordance with this Section.”

 

ARTICLE VIII.
MISCELLANEOUS

 

Section 8.01.       This Fifth Supplemental Indenture and the Series 2029 Notes shall be governed by and construed in accordance with the laws of the State of New York, without reference to its conflicts of law principles. This Fifth Supplemental Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, that are required to be part of the Indenture and shall, to the extent applicable, be governed by such provisions.

 

Section 8.02.       In case any provision in this Fifth Supplemental Indenture or in the Series 2029 Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

 

Section 8.03.       This Fifth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Fifth Supplemental Indenture. The exchange of copies of this Fifth Supplemental Indenture and of signature pages by facsimile, .pdf transmission, email or other electronic means shall constitute effective execution and delivery of this Fifth Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, .pdf transmission, email or other electronic means shall be deemed to be their original signatures for all purposes.

 

9

 

 

Section 8.04.       The Base Indenture, as supplemented and amended by this Fifth Supplemental Indenture, is in all respects ratified and confirmed, and the Base Indenture and this Fifth Supplemental Indenture shall be read, taken and construed as one and the same instrument with respect to the Series 2029 Notes. All provisions included in this Fifth Supplemental Indenture supersede any conflicting provisions included in the Base Indenture with respect to the Series 2029 Notes, unless not permitted by law. The Trustee accepts the trusts created by the Indenture, as supplemented by this Fifth Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Base Indenture, as supplemented by this Fifth Supplemental Indenture.

 

Section 8.05.       The provisions of this Fifth Supplemental Indenture shall become effective as of the date hereof.

 

Section 8.06.       Notwithstanding anything else to the contrary herein, the terms and provisions of this Fifth Supplemental Indenture shall apply only to the Series 2029 Notes and shall not apply to any other series of Securities under the Indenture and this Fifth Supplemental Indenture shall not and does not otherwise affect, modify, alter, supplement or change the terms and provisions of any other series of Securities under the Indenture, whether now or hereafter issued and Outstanding.

 

Section 8.07.      The recitals contained herein and in the Series 2029 Notes, except the Trustee’s certificate of authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Fifth Supplemental Indenture, the Series 2029 Notes or any Additional Notes, except that the Trustee represents that it is duly authorized to execute and deliver this Fifth Supplemental Indenture, authenticate the Series 2029 Notes and any Additional Notes and perform its obligations hereunder. The Trustee shall not be accountable for the use or application by the Company of the Series 2029 Notes or any Additional Notes or the proceeds thereof.

 

[Signature page follows]

 

10

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed as of the date first above written.

 

  Eagle Point Credit Company Inc.
   
   
  By: /s/ Kenneth P. Onorio
    Name: Kenneth P. Onorio
    Title: Chief Financial Officer and Chief Operating Officer
   
  American Stock Transfer & Trust Company LLC, Trustee
   
   
  By: /s/ Paul Kim
    Name: Paul Kim
    Title: Assistant General Counsel

 

[Signature Page to Fifth Supplemental Indenture]

 

 

 

EXHIBIT A

 

[FORM OF GLOBAL NOTE]

 

THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER DEFINED AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND SUCH CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

 

Eagle Point Credit Company Inc.

No. $
  CUSIP No. 269809 885
  ISIN No. US2698098850

 

5.375% Notes due 2029

 

Eagle Point Credit Company Inc., a Delaware corporation (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of (U.S. $                      ) on January 31, 2029 (or the next succeeding Business Day, and no additional interest shall accrue as a result of such delayed payment), and to pay interest thereon from or, thereafter, from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly on March 31, June 30, September 30 and December 31 of each year, commencing March 31, 2022 (provided, that if an Interest Payment Date falls on a day that is not a Business Day in The City of New York, then the applicable interest payment shall be made on the next succeeding Business Day, and no additional interest shall accrue as a result of such delayed payment), at the rate of 5.375% per annum of the principal amount, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall, as provided in such Indenture, be paid to the Person in whose name this Security is registered at the close of business on the Regular Record Date for such interest, which shall be March 15, June 15, September 15 and December 15 of each year, commencing March 15, 2022 (provided that if a Regular Record Date falls on a day that is not a Business Day in The City of New York, then that Regular Record Date shall be the next succeeding Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. This Security may be issued as part of a series.

 

A-1

 

 

Payment of principal of (and premium, if any, on) this Security shall be made at the Corporate Trust Office of the Trustee in such coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts, and payment of interest shall be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, however, that at the option of the Holder, payment of principal of (and premium, if any, on) and interest on this Security may be made by wire transfer of immediately available funds to an account at a bank in the United States as further set forth in Section 10.01 of the Indenture; provided, further, however, that so long as this Security is registered to Cede & Co., such payment shall be made by wire transfer in accordance with the procedures established by DTC and the Trustee.

 

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

 

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

 

A-2

 

 

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by the undersigned officer.

 

  Eagle Point Credit Company Inc.
   
   
  By:
    Name: Kenneth P. Onorio
    Title: Chief Financial Officer and Chief Operating Officer
   
  Attest
   
   
  By:
    Name: Courtney B. Fandrick
    Title: Secretary, Eagle Point Credit Company Inc.
    Date:

 

A-3

 

 

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

 

  American Stock Transfer & Trust Company LLC, trustee
   
   
  By:  
Authorized signatory
    Dated:

 

A-4

 

 

Eagle Point Credit Company Inc.
5.375% Notes due 2029

 

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of December 4, 2015 (herein called the “Base Indenture”), between the Company and American Stock Transfer & Trust Company, LLC, Trustee (herein called the “Trustee”, which term includes any successor trustee under the Base Indenture), and reference is hereby made to the Base Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered, as supplemented by the Fifth Supplemental Indenture, dated as of January 24, 2022 (the “Fifth Supplemental Indenture” and, together with the Base Indenture, herein called the “Indenture”). In the event of any conflict between the Base Indenture and the Fifth Supplemental Indenture, the Fifth Supplemental Indenture shall govern and control.

 

This Security is one of the series designated on the face hereof, initially limited in aggregate principal amount to $100,000,000. Under a Board Resolution, an Officer’s Certificate pursuant to Board Resolutions or an indenture supplement, the Company may from time to time, without the consent of the Holders of Securities, issue additional Securities of this series (in any such case, “Additional Securities”) having the same ranking and the same interest rate, maturity and other terms as the Securities. Any Additional Securities and the existing Securities shall constitute a single series under the Indenture and all references to the relevant Securities herein shall include the Additional Securities unless the context otherwise requires. The aggregate amount of outstanding Securities represented hereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions.

 

The Securities of this series are subject to redemption in whole or in part, at any time or from time to time, at the option of the Company, on or after January 31, 2025 at a Redemption Price of 100% of the outstanding aggregate principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period to, but excluding, the Redemption Date.

 

Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder of the Securities to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.

 

Any exercise of the Company’s option to redeem the Securities shall be done in compliance with the Investment Company Act.

 

If less than all of the Securities are to be redeemed or purchased in an offer to purchase at any time, the Trustee shall select the Securities of such series to be redeemed or purchased (1) if the Securities are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Securities are listed, (2) on a pro rata basis to the extent practicable or (3) by lot or such similar method in accordance with the procedures of DTC. In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof.

 

A-5

 

 

Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest shall cease to accrue on the Securities called for redemption.

 

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.

 

Holders of Securities do not have the option to have the Securities repaid prior to January 31, 2029.

 

If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

 

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless (1) such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, (2) the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee, (3) such Holder offered the Trustee indemnity satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request, (4) for sixty (60) days after receipt of such notice, request and offer of indemnity, the Trustee shall have failed to institute any such proceeding, and (5) the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

 

A-6

 

 

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

 

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, shall be issued to the designated transferee or transferees.

 

The Securities of this series are issuable only in registered form without coupons in denominations of $25 and any integral multiples of $25 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

 

No service charge shall be made for any such registration of transfer or exchange, but the Company or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

 

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

 

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

 

To the extent any provision in this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

 

The Indenture and this Security shall be governed by and construed in accordance with the laws of the State of New York, without reference to its conflicts of law principles.

 

A-7

 

Exhibit 5.1

 

 

 

Cira Centre
2929 Arch Street
Philadelphia, PA 19104-2808

+1 215 994 4000 Main

+1 215 994 2222 Fax

www.dechert.com

 

 

January 24, 2022

 

Eagle Point Credit Company Inc.

600 Steamboat Road, Suite 202

Greenwich, CT 06830

 

Re: Registration Statement on Form N-2

 

Ladies and Gentlemen:

 

We have acted as counsel to Eagle Point Credit Company Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of a registration statement on Form N-2 (File Nos. 333-237586 and 811-22974) as originally filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) on April 6, 2020 under the Securities Act of 1933, as amended (the “Securities Act”), and under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and the pre-effective amendment thereto filed by the Company with the Commission on May 29, 2020 under the Securities Act and Investment Company Act (the registration statement, as amended, at the time when it became effective on May 29, 2020, including the prospectus and the information deemed to be part thereof at the time of effectiveness pursuant to Rule 430C of the Commission under the Securities Act, being hereinafter referred to collectively as the “Registration Statement”), and the final prospectus supplement, dated January 13, 2022 (including the base prospectus filed therewith, the “Prospectus Supplement”), filed with the Commission on January 14, 2022 pursuant to Rule 424 under the Securities Act, relating to the proposed issuance by the Company of up to $100,000,000 aggregate principal amount of its 5.375% notes due 2029 (the “Notes”), including up to $13,000,000 that may be sold pursuant the underwriters’ overallotment option, to be sold to underwriters pursuant to an underwriting agreement in substantially the form filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 14, 2022 (the “Underwriting Agreement”). This opinion letter is being furnished to the Company in accordance with the requirements of Item 25 of Form N-2 under the Investment Company Act, and we express no opinion herein as to any matter other than as to the legality of the Indenture (as defined below) and the Notes.

 

The Notes have been issued pursuant to the indenture dated as of December 4, 2015 (the “Base Indenture”), between the Company and American Stock Transfer & Trust Company, LLC, trustee (the “Trustee”), as supplemented by the fifth supplemental indenture dated as of January 24, 2022 (together with Base Indenture, the “Indenture”), between the Company and the Trustee.

 

 

 

Eagle Point Credit Company Inc.

January 24, 2022

Page 2

 

In rendering the opinions expressed below, we have examined and relied on originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for rendering the opinions set forth below, including the following documents:

 

(i) the Registration Statement;

 

(ii) the Prospectus Supplement;

 

(iii) the Underwriting Agreement;

 

(iv) the Indenture;

 

(v) a specimen copy of the form of the Notes to be issued pursuant to the Indenture;

 

(vi) the Certificate of Incorporation of the Company, as amended to date;

 

(vii) the Second Amended and Restated Bylaws of the Company;

 

(viii) a certificate of good standing with respect to the Company issued by the Secretary of State of the State of Delaware as of a recent date; and

 

(ix) resolutions of the board of directors of the Company (the “Board”) and resolutions approved by the pricing committee of the Board relating to, among other things, the authorization and issuance of the Notes.

 

As to the facts upon which this opinion is based, we have relied, to the extent we deem proper, upon certificates of public officials and certificates and written statements of agents, officers, directors, employees and representatives of the Company without having independently verified such factual matters.

 

In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as original documents and the conformity to original documents of all documents submitted to us as copies. In addition, we have assumed (i) the legal capacity of natural persons who are signatories to the documents examined by us and (ii) the legal power and authority of all persons signing on behalf of the parties to such documents (other than the Company).

 

 

 

Eagle Point Credit Company Inc.

January 24, 2022

Page 3

 

On the basis of the foregoing and subject to the assumptions and qualifications set forth in this letter, we are of the opinion that:

 

1. The Indenture has been duly authorized, executed and delivered by the Company and constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms.

 

2. When duly executed by the Company, authenticated by the Trustee in accordance with the terms of the Indenture and delivered to the underwriters against payment therefor in accordance with the terms of the Underwriting Agreement, the Notes will constitute the valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms.

 

The opinions set forth herein are subject to the following assumptions, qualifications, limitations and exceptions being true and correct at or before the issuance of the Notes:

 

(i) the Indenture and the Notes have been duly authorized, executed and delivered by each party thereto (other than the Company);

 

(ii) the terms of the Notes as established comply with the requirements of the Investment Company Act; and

 

(iii) the Notes have been duly executed by the Company and authenticated by the Trustee in accordance with the Indenture and delivered to and paid for by the purchasers thereof.

 

The opinions set forth herein as to enforceability of obligations of the Company are subject to: (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws now or hereinafter in effect affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and the discretion of the court or other body before which any proceeding may be brought; (ii) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of, or contribution to, a party with respect to a liability where such indemnification or contribution is contrary to public policy; (iii) provisions of law which may require that a judgment for money damages rendered by a court in the United States be expressed only in U.S. dollars; (iv) requirements that a claim with respect to any debt securities denominated other than in U.S. dollars (or a judgment denominated other than in U.S. dollars in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law; and (v) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency or composite currency.

 

We express no opinion as to the validity, legally binding effect or enforceability of any provision in any agreement or instrument that (i) requires or relates to payment of any interest at a rate or in an amount which a court may determine in the circumstances under applicable law to be commercially unreasonable or a penalty or forfeiture or (ii) relates to governing law and submission by the parties to the jurisdiction of one or more particular courts.

 

 

 

Eagle Point Credit Company Inc.

January 24, 2022

Page 4

 

The opinions expressed herein are limited to the federal laws of the United States of America, the laws of the State of New York and the General Corporation Law of the State of Delaware. We are members of the bar of the State of New York.

 

This opinion letter has been prepared solely in connection with the Registration Statement. We assume no obligation to advise you of any changes in the foregoing subsequent to the date of this opinion.

 

We hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K filed with the Commission on January 24, 2022 and to the reference to this firm under the caption “Legal Matters” in the prospectus which forms a part of the Registration Statement and the Prospectus Supplement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

 

Very truly yours,

 

/s/ Dechert LLP