SecProbe.io

CORRESP
1
filename1.htm

    1900 K Street, NW

        Washington, DC 20006-1110

        +1 202 261 3300 Main

        +1 202 261 3333 Fax

        www.dechert.com

        Philip
        T. Hinkle

        philip.hinkle@dechert.com

        +1 202 261 3460 Direct

        +1 202 261 3050 Fax

May 20, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Attn: Ken Ellington and Lisa Larkin

 Re: Eagle Point Income Company Inc.

Registration Statement
on Form N-2

File Numbers: 333-237583;
811-23384

Ladies and Gentlemen:

On behalf of Eagle Point Income Company
Inc., a Delaware corporation (the “Fund”), we hereby respond to the comments raised by the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) in telephonic conversations on April 14, 2020
between Ken Ellington of the Staff and Philip T. Hinkle of Dechert LLP and April 30, 2020 between Lisa Larkin of the Staff and
Philip T. Hinkle and Cynthia C. Bien of Dechert LLP, relating to the Fund’s registration statement on Form N-2 filed with
the Commission on April 6, 2020 (the “Registration Statement”).

For your convenience, the Staff’s
comments are summarized in this letter, and each comment is followed by the applicable response. The Fund intends to file Pre-Effective
Amendment No. 1 to the Registration Statement (“Pre-Effective Amendment No. 1”) at a future date, which will
reflect the responses below.

Capitalized terms used in this letter and
not otherwise defined herein shall have the meanings specified in the Registration Statement.

 1. Please discuss in correspondence how the Fund’s portfolio, liquidity and creditworthiness
has changed since early March 2020. Please confirm whether any of the securities and underlying collateralized loan obligations
(“CLOs”) have been downgraded or are in default. If there have not been downgrades or defaults, please explain if that
is attributable to government support and, if so, please describe the Fund’s plans for the expiration of such support.

        Ken Ellington

        Lisa Larkin

        May 20, 2020

        Page 2

Response:

The Fund has not substantially repositioned
its portfolio in response to the COVID-19 pandemic or related government actions; however, the Fund sold certain investments during
March 2020 and partially de-leveraged its balance sheet. As disclosed in the Registration Statement, the Fund’s portfolio
investments are generally less liquid than high yield bonds in normal market conditions. Since March 2020, we have observed an
increase in secondary market activity in CLO debt securities, the Fund’s primary type of investment.

During the first quarter, essentially all
of the Fund’s CLO investments experienced a decrease in the value of their underlying corporate loan portfolios. Indeed,
the S&P/LSTA Leveraged Loan Index had one of its worst months ever in March 2020. In essentially all cases, however, the value
of the corporate loan portfolios has increased since April 1, 2020, though typically not to levels from the beginning of the year.

Certain CLO debt investments held by the
Fund have been placed on “negative watch” by Moody’s or S&P, indicating that such rating agency is currently
reviewing these assets for potential future downgrade. However, no investments were downgraded between March 1, 2020 and May 1,
2020. The Fund’s investments in CLO equity (which comprised approximately 21.2% of the Fund’s portfolio as of March
31, 2020) are not rated. We do not believe any of our CLO investments have received government support though certain obligors
of the loans underlying our CLO investments may participate in recent government programs. Based on our limited knowledge of the
extent of underlying obligors’ reliance on COVID-19 government support measures, we do not believe the expiration of those
measures would result in a material increase in defaults on the Fund’s CLO investments or their underlying collateral.

 2. Please confirm that the Fund does not plan on issuing preferred stock within the next year.

The Fund has no current plans to issue
preferred stock within the next 12 months. However, as noted in the Registration Statement, the Fund may issue preferred stock
or otherwise incur leverage in accordance with the Investment Company Act of 1940, as amended, at any time.

 3. Please update the December 31, 2019 information to March 31, 2020, as applicable, throughout
the Registration Statement for disclosure relating to closing price, net asset value (“NAV”), portfolio composition
(including industries affected by the COVID-19 pandemic), credit facility compliance, effective leverage, price range of common
stock, senior securities, and the lagging 12-month default rate by principal amount.

        Ken Ellington

        Lisa Larkin

        May 20, 2020

        Page 3

The Fund will update the relevant December
31, 2019 disclosure (including the items noted in this comment 3) in the Registration Statement prior to filing Pre-Effective Amendment
No. 1.

 4. The Fund states that “[a]s of April 2, 2020, the aggregate market value of our outstanding
common stock held by non-affiliates, or the public float, was approximately $20.9 million, which was calculated based on approximately
2.2 million shares of outstanding common stock held by non-affiliates and on a price per share of $9.51, the closing price of our
common stock on April 2, 2020.” Please discuss in correspondence how the disclosed public float compares to NAV and whether
the public float compared to NAV has significantly changed.

Response:

The Fund will update the disclosure
in the Registration Statement to reflect the most recently available NAV estimate and the current calculation of its public
float prior to filing Pre-Effective Amendment No. 1. The number of shares of common stock that comprise the Fund’s
public float has not materially changed from April 2, 2020 and, as such, the percentage of the Fund’s shares of common
stock represented by the public float has not materially changed. For the Staff’s reference on May 15, 2020, the
Fund’s public float reflected approximately 37% of the estimated NAV as of March 31, 2020 (compared to approximately
18% based on market value as of April 2, 2020 and NAV as of December 31, 2019).

 5. In the Portfolio section of the Registration Statement, please update all related disclosure
to March 31, 2020. Please explain supplementally if there have been significant changes to the character of the portfolio in light
of recent market events.

Response:

The Fund will update the February 29, 2020
disclosure in the Portfolio section of the Registration Statement to applicable information as of April 30, 2020 prior to filing
Pre-Effective Amendment No. 1.

Changes in valuations from December 31,
2019 to April 30, 2020, precipitated by the onset of the COVID-19 pandemic, caused a material shift in the Fund’s asset allocations.
Specifically, the Fund’s exposure to CLO equity increased from 13% to 19%, while its exposure to CLO debt decreased from
approximately 87% to 81%. This was due in part to sales of certain CLO debt securities and different changes in value for different
securities in the Fund’s portfolio.

        Ken Ellington

        Lisa Larkin

        May 20, 2020

        Page 4

In addition, from December 31, 2019 until
April 30, 2020, the weighted average mark on the Fund’s CLO debt investments based on par value declined from 95.15% to 61.95%
and the weighted average market value of the loan collateral underlying the Fund’s CLO investments based on par value declined
from 97.96% to 87.33%. The high yield debt markets continue to experience significant price volatility, and, as such, the above
metrics will likely continue to fluctuate materially. We note, however, that while changes in the market price of the Fund’s
CLO investments or underlying collateral may be indicative of increased risk, such price movements have no direct impact on the
amount of income that the Fund receives. The implications of price movements are discussed further in response to comment 12.

 6. In the Financing and Hedging Strategy section of the Registration Statement, please disclose
if the Fund has failed to meet its asset coverage ratio requirements. Please prominently disclose the risk of a failure to meet
the asset coverage ratio requirements, such as an inability to pay certain dividends or make additional borrowings.

Response:

The Fund notes that it had satisfied applicable
asset coverage requirements as of March 31, 2020. The Fund will include the following disclosure in the Financing and Hedging Strategy
section of the Registration Statement prior to filing Pre-Effective Amendment No. 1:

“As of March 31, 2020, the
Company’s asset coverage ratio in respect of senior securities representing indebtedness as calculated pursuant to Section
18 of the 1940 Act was 449%. In the event we fail to meet our applicable asset coverage ratio requirements, we may not be able
to incur additional debt and/or issue preferred stock, and could be required by law or otherwise to sell a portion of our investments
to repay some debt or redeem shares of preferred stock (if any) when it is disadvantageous to do so, which could have a material
adverse effect on our operations, and we may not be able to make certain distributions or pay dividends of an amount necessary
to continue to qualify as a RIC for U.S. federal income tax purposes.”

 7. Please include a COVID-19 risk factor in the Risk Factor Summary section.

Response:

The Fund will add the following disclosure
in the Risk Factor Summary section of the Registration Statement prior to filing Pre-Effective Amendment No. 1:

“COVID-19
Pandemic Risk. The emergence of the global outbreak of the COVID-19 pandemic has created economic and financial disruptions
and contributed to increased volatility in global financial markets and likely will affect countries, regions, companies, industries
and market sectors more dramatically than others. It is not known how long the impact of the COVID-19 pandemic will last or the
severity thereof.”

        Ken Ellington

        Lisa Larkin

        May 20, 2020

        Page 5

 8. In the Fees and Expenses table, the management fee is based on Managed Assets as of December
31, 2019. Please discuss in correspondence whether the disclosure would change materially if the management fee was based on Managed
Assets as of a more recent date.

Response:

The management fee line item in the Fees
and Expenses table will be updated to reflect Managed Assets as of March 31, 2020 prior to filing Pre-Effective Amendment No. 1.

 9. Please include a discussion in the Risk Factors section of the Fund’s exposure to industries
that have been impacted by recent market events, if applicable.

Response:

The Fund will enhance the risk disclosure
in the Registration Statement in accordance with this comment, as reflected in its response to comment 20, below.

 10. Please consider whether it is necessary to revise and update the “Low Interest Rate Environment”
paragraph in the Risk Factors section.

Response:

The Fund will replace the “Low Interest
Rate Environment” paragraph prior to filing Pre-Effective Amendment No. 1 with the following:

“As of the date of this
prospectus, interest rates in the United States are at historic lows due to the U.S. Federal Reserve’s recent lowering of
certain interest rates as part of its efforts to ease the economic effects of the COVID-19 pandemic. With the historically low
interest rates, there is a risk that interest rates will rise once the COVID-19 pandemic abates.”

        Ken Ellington

        Lisa Larkin

        May 20, 2020

        Page 6

 11. The Staff references the Risk Factor “[w]e are subject to risks associated with defaults
on an underlying asset held by a CLO.” Please discuss in correspondence whether such defaults have been occurring and if
so, please explain the circumstances.

Response:

Owing to the large number of corporate
loans underlying our CLOs, even in benign markets, we expect a certain amount of loan defaults each year. Due to the unexpected
decrease in revenue at companies due to COVID-19 related shut-downs and other business disruptions, defaults of assets underlying
CLOs have begun to increase. For example, we note that in April 2020, 11 constituents out of the over 1400 loans in the S&P/LSTA
Leveraged Loan Index experienced a default. We have observed that defaults have been concentrated in the retail, telecommunications,
healthcare and travel sectors. Year to date, the energy sector has had among the highest default rates compared to other industries
due to decreased demand caused by COVID-19 related travel restrictions and a price war among major oil producing nations; however,
the CLOs comprising the Fund’s investment portfolio generally have minimal exposure to energy obligors.

From March 1, 2020 to April 30, 2020, underlying
loans held by the Fund’s CLO investments which were in default increased by approximately 31 basis points, from 0.46% to
0.77%. Despite this increase, the current overall default rate on the Fund’s underlying investments remains below the historical
default rate for senior secured loans according to data provided by S&P Leveraged Commentary & Data. The Fund is monitoring
activity in the underlying loan market, including defaults, carefully.

 12. The Staff references the Risk Factor “[a]ny unrealized losses we experience on our portfolio
may be an indication of future realized losses, which could reduce our income available for distribution or to make payments on
our other obligations.” Please describe supplementally any expected impact on the Fund’s ability to pay distributions
and any expectations of higher percentages of returns of capital than distributed in previous fiscal periods in making such distributions.

Response:

This Risk Factor is intended to highlight
the general inverse correlation between a decline in a CLO’s market value and an increase in the perceived risk of loan defaults
and/or lower recoveries from defaulted loans. Market prices of a CLO’s loans reflect market participants’ views of
each loan’s value on any given day. However, CLOs are not required to sell assets due to price movements of performing loans.
In addition, CLO liabilities typically have maturity dates beyond those of the CLO’s loan assets, thereby mitigating risk
associated with a loan’s price volatility prior to repayment. Thus, while unrealized losses on the Fund’s portfolio
may be indicative of the market perceiving an elevated level of risk, they have no direct impact on the level of income received
by the Fund.

        Ken Ellington

        Lisa Larkin

        May 20, 2020

        Page 7

“CCC” ratings migration (i.e.
downgrades resulting in an increase in the proportion of loan assets rated CCC+ or lower) or an increase in defaults, in conjunction
with unrealized price declines, may cause a CLO investment to breach certain overcollateralization tests. If these tests are not
satisfied on certain dates (generally tested once per quarter), loan proceeds that otherwise would have been used to principally
pay distributions to junior CLO classes (including investments held by the Fund) may instead be used to purchase additional collateral
within the CLO (known as “interest diversion”) or to partially redeem the senior-most class of notes (known as “early
amortization”). This could result in the elimination, deferral or reduction of payments to the Fund for a period of time.
As of the April 2020 quarterly test dates, only four CLO investments in the Fund experienced cash-flow diversion. Because CLOs
are typically not static pools, during their reinvestment periods, CLO collateral managers can actively manage each CLO’s
loan portfolio and seek to increase the par value of the collateral, by taking advantage of perio