Correspondence 0001104659-23-074875 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: June 26, 2023 · CIK: 0001754836 · Accession: 0001104659-23-074875
AI Filing Summary & Sentiment
File numbers found in text: 333-272168, 811-23384
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CORRESP
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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
June 26, 2023
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, D.C. 20549
Attn: Lisa Larkin and Lauren Hamilton
Re: Eagle Point Income Company Inc.
Registration Statement on
Form N-2
File Numbers: 333-272168 and
811-23384
Ladies and Gentlemen:
On behalf of Eagle Point Income Company Inc.,
a Delaware corporation (the “Fund”), we hereby respond to comments raised by the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) in telephonic conversations on June 20, 2023 between
Lisa Larkin of the Staff and Alexander Karampatsos and Claire Hinshaw of Dechert LLP and on June 22, 2023 between Lauren Hamilton of the
Staff and Alexander Karampatsos and Claire Hinshaw of Dechert LLP, each relating to the Fund’s registration statement on Form N-2
filed with the Commission on May 24, 2023 (the “Registration Statement”).
For your convenience, the Staff’s comments
are summarized in this letter, followed by the responses. The Fund intends to file Pre-Effective Amendment No. 1 to the Registration Statement
at a future date.
Capitalized terms used in this letter and not
otherwise defined herein shall have the meanings specified in the Registration Statement.
Registration Statement Comments –
Lisa Larkin
1. The Staff notes that the Fund has changed from non-diversified to diversified. Please confirm supplementally
whether stockholders of the Fund were notified of the change.
Response:
The Fund notes that it was operating as a
diversified fund for three years before formally changing its status to diversified (in accordance with applicable Staff disclosure guidelines). Therefore, the change to diversified status in
the disclosure had no impact on the manner in which the Fund is managed. The Fund’s stockholders were first notified of the
change in status to “diversified” through disclosure in the Fund’s interim report for the three month period ended
March 31, 2022, filed with the Commission on May 24, 2022. The Fund notes that all of its subsequent disclosures in which the Fund
disclosed its diversification status correctly reflected its status as a diversified fund.
Lisa Larkin
Lauren Hamilton
June 26, 2023
Page
2
2. Please supplementally explain whether the synthetic investments referenced in the Registration Statement
are derivatives transactions under Rule 18f-4 under the 1940 Act.
Response:
The synthetic investments referenced in the description
of the Fund’s investment strategies (such as significant risk transfer securities and credit risk transfer securities issued by
banks or other financial institutions) are not derivatives under Rule 18f-4 under the 1940 Act because they do not create any future payment
or delivery obligations for the Fund.
3. Please confirm whether the description of expenses for which the Fund is responsible, as required by
Item 9.1.f. of Form N-2, is incorporated by reference. If not, please include such a description.
Response:
The Fund respectfully notes that the description
of such expenses is included on page 59 of the Registration Statement under the subsection entitled “Payment of Expenses.”
4. Please confirm whether the general description of the Fund, as required by Item 8.1 of Form N-2, is
incorporated by reference. If not, please include such a description.
Response:
The Fund respectfully notes that the general description
of the Fund required by Item 8.1 of Form N-2 is included in the “Prospectus Summary” and “Prospectus
Summary—Eagle Point Income Company Inc.” Sections of the Fund’s Registration Statement. In addition, such information
is also included in the “Notes to the Financial Statements—Organization” Section of the Fund’s Annual
Report on Form N-CSR, as amended, for the fiscal year December 31, 2022, filed with the Commission on February 24, 2023, which is incorporated
by reference.
Lisa Larkin
Lauren Hamilton
June 26, 2023
Page
3
Accounting Comments – Lauren Hamilton
1. The Staff notes that the “Senior Securities” section incorporates by reference information
from the Annual Report. Please also incorporate by reference the relevant information from the Fund’s most recent interim report.
Response:
The Fund has incorporated this comment.
2. Please confirm that the “Interest payments on borrowed funds” item in the Fees and Expenses
table reflects the transition in reference rate from 1-month LIBOR to Term SOFR under the amended BNP Credit Facility dated September
6, 2022.
Response:
The Fund confirms that the “Interest payments
on borrowed funds” item includes any expected interest rate increases on the BNP Credit Facility due to the interest rate change
under the amended agreement.
3. Please file an updated auditor’s consent.
Response:
The Fund confirms
it will file an updated auditor’s consent.
* * * * * * * * *
If you have any questions, please feel free to
contact the undersigned by telephone at 202.261.3460 or by email at philip.hinkle@dechert.com or Thomas J. Friedmann by telephone at 617.728.7120
or by email at thomas.friedmann@dechert.com. Thank you for your cooperation and attention to this matter.
Sincerely,
/s/ Philip T. Hinkle
Philip T. Hinkle
cc: Thomas P. Majewski, Chief Executive Officer, Eagle Point Income Company Inc.
Nauman S. Malik, Chief
Compliance Officer, Eagle Point Income Company Inc.
Thomas J. Friedmann,
Dechert LLP
Alexander C. Karampatsos,
Dechert LLP