SEC Company Response from Redwood Enhanced Income Corp. (CIK 0001870267) — Sep 19, 2022
Redwood Enhanced Income Corp. (CIK 0001870267)
Date: Sept. 19, 2022 · CIK: 0001870267 · Accession: 0001104659-22-101136
AI Filing Summary & Sentiment
File numbers found in text: 814-01508
Letter
Via EDGAR United States Securities and Exchange Commission Division of Investment Management Attn: Christopher R Bellacicco, Esq. Re: Redwood Enhanced Income Corp. (the “Company”) Preliminary Proxy Statement on Schedule 14A File Number: 814-01508
Dear Mr. Bellacicco:
Thank you for your telephonic comments on September 16, 2022 regarding the Company’s Preliminary Proxy Statement on Schedule 14A (Registration No. 814-01508) (the “Preliminary Proxy Statement”), filed with the Securities and Exchange Commission on September 9, 2022. We describe below the changes the Company has made in response to your comments in the Company’s Definitive Proxy Statement that the Company filed on September 19, 2022. For your convenience, your comments are presented in bolded text below followed by the Company’s response.
1. Please confirm supplementally whether the Company intends to use the full set delivery option rather than notice and access.
Response: The Company confirms that it will use the full set delivery option.
2. Please confirm supplementally whether the Company has retained a solicitation firm in connection with this solicitation.
Response: The Company confirms that it has not retained a solicitation firm.
3. As required by Item 3 of Schedule 14A, please outline briefly the rights of appraisal or similar rights of dissenters with respect to any matter to be acted upon and indicate any statutory procedure required to be followed by dissenting security holders in order to perfect such rights. Where such rights may be exercised only within a limited time after the date of adoption of a proposal, the filing of a charter amendment or other similar act, state whether the persons solicited will be notified of such date.
Response: The Company has revised the disclosure to state that this proposal does not give rise to any appraisal or similar rights of dissenters.
United States Securities and
Exchange Commission
September 19, 2022
Page 2
4. In the section of the Preliminary Proxy Statement entitled “Expenses”, the Company discloses that it will bear organizational and offering costs in excess of $1.0 million. Please confirm whether this disclosure is still relevant given that the Company has commenced operations.
Response: The Company confirms that this disclosure is still relevant given that it is continuing to accept new investments.
5. On the form of proxy card, please revise Proposal 1 to state that the amended and restated investment advisory agreement will be between the Company and Redwood Capital Management, LLC
Response: The Company has revised the disclosure on the form of proxy card accordingly.
* * *
Should you have any further comments or questions, please contact the undersigned at (202) 261-3386 or at william.bielefeld@dechert.com. Thank you for your attention to this matter.
Sincerely,
/s/ William Bielefeld
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CORRESP
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filename1.htm
1900 K Street, NW
Washington, DC 20006
+1 202 261 3300 Main
+1 202 261 3333 Fax
www.dechert.com
September 19, 2022
Via EDGAR
United States Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, DC 20549
Attn: Christopher R Bellacicco, Esq.
Re:
Redwood Enhanced Income Corp. (the “Company”)
Preliminary Proxy Statement on Schedule 14A
File Number: 814-01508
Dear Mr. Bellacicco:
Thank
you for your telephonic comments on September 16, 2022 regarding the Company’s Preliminary Proxy Statement on Schedule
14A (Registration No. 814-01508) (the “Preliminary Proxy Statement”), filed with the Securities and Exchange Commission
on September 9, 2022. We describe below the changes the Company has made in response to your comments in the Company’s Definitive
Proxy Statement that the Company filed on September 19, 2022. For your convenience, your comments are presented in bolded text below
followed by the Company’s response.
1. Please confirm supplementally whether the Company intends to use the full set delivery option rather
than notice and access.
Response:
The Company confirms that it will use the full set delivery option.
2. Please confirm supplementally whether the Company has retained a solicitation firm in connection with
this solicitation.
Response:
The Company confirms that it has not retained a solicitation firm.
3. As required by Item 3 of Schedule 14A, please outline briefly the rights of appraisal or similar rights
of dissenters with respect to any matter to be acted upon and indicate any statutory procedure required to be followed by dissenting security
holders in order to perfect such rights. Where such rights may be exercised only within a limited time after the date of adoption of a
proposal, the filing of a charter amendment or other similar act, state whether the persons solicited will be notified of such date.
Response:
The Company has revised the disclosure to state that this proposal does not give rise to any appraisal or similar rights of dissenters.
United States Securities
and
Exchange Commission
September 19, 2022
Page 2
4. In the section of the Preliminary Proxy Statement entitled “Expenses”, the Company discloses
that it will bear organizational and offering costs in excess of $1.0 million. Please confirm whether this disclosure is still relevant
given that the Company has commenced operations.
Response: The Company confirms
that this disclosure is still relevant given that it is continuing to accept new investments.
5. On the form of proxy card, please revise Proposal 1 to state that the amended and restated investment
advisory agreement will be between the Company and Redwood Capital Management, LLC
Response:
The Company has revised the disclosure on the form of proxy card accordingly.
* * *
Should you have any further
comments or questions, please contact the undersigned at (202) 261-3386 or at william.bielefeld@dechert.com. Thank you for your attention
to this matter.
Sincerely,
/s/ William Bielefeld
William Bielefeld