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Correspondence 0001104659-22-127483 from Eagle Point Income Co Inc. (EIC, EICA, EICB, EICC) (CIK 0001754836) (EIC)

Eagle Point Income Co Inc. (EIC, EICA, EICB, EICC) (CIK 0001754836)
Date: Dec. 15, 2022 · CIK: 0001754836 · Accession: 0001104659-22-127483

AI Filing Summary & Sentiment

File numbers found in text: 333-266905, 811-23384

Date
December 15, 2022
Author
/s/ Erin M. Lett
Form
CORRESP
Company
Eagle Point Income Co Inc. (EIC, EICA, EICB, EICC) (CIK 0001754836)

Letter

United States Division of Investment Management Attn: John Lee and Lisa Larkin Re: Eagle Point Income Company Inc. Registration Statement on Form N-2, File Nos. 333-266905 and 811-23384

Dear Ladies and Gentlemen:

On behalf of Eagle Point Income Company Inc., a Delaware corporation (the “Company”), we hereby respond to the comments raised by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s Registration Statement on Form N-2, File Nos. 333-266905 and 811-23384 (the “Registration Statement”), in various telephone calls between the Staff and William J. Tuttle and Erin M. Lett of Kirkland & Ellis LLP, outside counsel to the Company. For your convenience, a transcription of the Staff’s comments is included in this letter, with each comment followed by the applicable response. Capitalized terms used in this letter, but not defined herein, shall have the meanings set forth in the Registration Statement.

1. Please confirm that BRPC II has received a no objections letter from FINRA in connection with the proposed offering.

Response:

The Company confirms that BRPC II has received a no objections letter from FINRA in connection with the proposed offering.

Austin Bay Area Beijing Boston Brussels Chicago Dallas Hong Kong Houston London Los Angeles Munich New York Paris Salt Lake City Shanghai

United States Securities and Exchange Commission

December 15, 2022

Page 2

2. Please confirm that, in connection with the transactions contemplated by the Purchase Agreement, the Adviser will not make a true-up contribution to the Company in order to ensure that the net proceeds to the Company represents a sales price at or above the Company’s then current net asset value per share.

Response:

The Company confirms that, in connection with the transactions contemplated by the Purchase Agreement, the Adviser will not make a true-up contribution to the Company in order to ensure that the net proceeds to the Company represents a sales price at or above the Company’s then current net asset value per share.

* * * * * * *

If you have any questions, please feel free to contact the undersigned by telephone at 202.389.3353 (or by email at erin.lett@kirkland.com) or William Tuttle by telephone at 202.389.3350 (or by email at william.tuttle@kirkland.com). Thank you for your cooperation and attention to this matter.

Sincerely,
/s/ Erin M. Lett

Show Raw Text
CORRESP
1
filename1.htm

    Erin M. Lett

    To Call Writer Directly:

    +1 202 389 3353

    erin.lett@kirkland.com

    1301 Pennsylvania
    Avenue, N.W.

    Washington, D.C.
    20004

    United States

    +1 202 389 5000

    www.kirkland.com

    Facsimile:

    +1 202 389 5200

December 15, 2022

    By EDGAR United States Securities and Exchange Commission

                                                 Division of Investment Management

                                                 100 F Street, N.E.

                                                 Washington, D.C. 20549

                                                 Attn: John Lee and Lisa Larkin

 Re: Eagle Point Income Company Inc.

Registration Statement on Form N-2, File Nos. 333-266905

and 811-23384

Dear Ladies and Gentlemen:

On behalf of Eagle Point Income Company Inc., a Delaware corporation
(the “Company”), we hereby respond to the comments raised by the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) regarding the Company’s Registration Statement on Form N-2, File Nos.
333-266905 and 811-23384 (the “Registration Statement”), in various telephone calls between the Staff and William J.
Tuttle and Erin M. Lett of Kirkland & Ellis LLP, outside counsel to the Company. For your convenience, a transcription of the Staff’s
comments is included in this letter, with each comment followed by the applicable response. Capitalized terms used in this letter, but
not defined herein, shall have the meanings set forth in the Registration Statement.

1.          Please confirm that BRPC II has received a no objections letter from FINRA in connection with the proposed offering.

Response:

The Company confirms that BRPC II has received a
no objections letter from FINRA in connection with the proposed offering.

    Austin   Bay Area
    Beijing   Boston   Brussels   Chicago   Dallas   Hong Kong
    Houston   London   Los Angeles   Munich   New York   Paris   Salt Lake City
       Shanghai

    United States Securities and Exchange Commission

    December 15, 2022

    Page 2

2.         Please
confirm that, in connection with the transactions contemplated by the Purchase Agreement, the Adviser will not make a true-up contribution
to the Company in order to ensure that the net proceeds to the Company represents a sales price at or above the Company’s then
current net asset value per share.

Response:

The Company confirms that, in connection with the
transactions contemplated by the Purchase Agreement, the Adviser will not make a true-up contribution to the Company in order to ensure
that the net proceeds to the Company represents a sales price at or above the Company’s then current net asset value per share.

* * * * * * *

If you have any questions, please feel free to contact the undersigned
by telephone at 202.389.3353 (or by email at erin.lett@kirkland.com) or William Tuttle by telephone at 202.389.3350 (or by email at william.tuttle@kirkland.com).
Thank you for your cooperation and attention to this matter.

Sincerely,

/s/ Erin M. Lett

Erin M. Lett

 cc: Thomas P. Majewski, Eagle Point Income Company Inc.

 	Nauman Malik, Eagle Point Income Company Inc.

 	William J. Tuttle, Kirkland & Ellis LLP