Correspondence 0001104659-25-057688 from Eagle Point Defensive Income Trust (CIK 0002013536)
Eagle Point Defensive Income Trust (CIK 0002013536)
Date: June 9, 2025 · CIK: 0002013536 · Accession: 0001104659-25-057688
AI Filing Summary & Sentiment
File numbers found in text: 333-281462, 811-23994
Letter
1900 K Street, NW
Washington, DC 20006-1110
+1 202 261 3300 Main
+1 202 261 3333 Fax
www.dechert.com
Alexander C. Karampatsos
alexander.karampatsos@dechert.com
+1 202 261 3402 Direct
June 9, 2025
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, D.C. 20549
Attn: Lisa Larkin and John Kernan
Re: Eagle Point Defensive Income Trust
Registration Statement on Form N-2
File Nos. 333-281462 and 811-23994
Ladies and Gentlemen:
This letter responds to comments raised by the staff (the “Staff”) of the U.S. Securities and Exchange Commission in telephonic conversations on June 3, 2025 between Lisa Larkin of the Staff and Alexander Karampatsos of Dechert LLP and John Kernan of the Staff and Alexander Karampatsos of Dechert LLP with respect to Pre-Effective Amendment No. 3 to the registration statement filed on Form N-2 (the “Registration Statement”) under the Securities Act of 1933, as amended (“Securities Act”), and the Investment Company Act of 1940, as amended (the “1940 Act”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 21, 2025 on behalf of Eagle Point Defensive Income Trust (the “Fund”). The Fund has considered your comments and has authorized us to make the responses and changes discussed below to the Registration Statement on its behalf.
On behalf of the Fund, we have reproduced your questions/comments below and immediately thereafter have provided the Fund’s responses or described how the Fund will address your comments in the definitive filing to be filed pursuant to Rule 424(b)(3) (the “424(b)(3) Filing”) under the Securities Act. Capitalized terms have the same meaning as defined in the Registration Statement.
Registration Statement Comments – Lisa Larkin
1. Comment: Please delete the following disclosure: “Since the Fund is newly-organized and has not yet commenced operations, it has not yet paid brokerage commissions.”
Response: The Fund confirms that it will delete the disclosure in the 424(b)(3) Filing.
2. Comment: Please explain supplementally to whom the Series A Term Cumulative Preferred Shares due 2028 were issued and the legal basis for the issuance (e.g., private placement).
Response: The Series A Term Cumulative Preferred Shares due 2028 were issued to accredited investors through a private placement in compliance with Rule 506(b) of Regulation D of the Securities Act of 1933, as amended.
Ms. Larkin
June 9, 2025
Page 2
Accounting Comments – John Kernan
1. Comment: In the table in the section titled “Senior Securities” in the Prospectus, please include additional information as of March 31, 2025.
Response: The Fund confirms that it will include this information in the Rule 424(b)(3) Filing.
2. Comment: In the section titled “Financial Highlights” in the Prospectus, please update the semi-annual report reference to N-CSRS.
Response: The Fund confirms that it will update this reference in the 424(b)(3) Filing.
We believe that the foregoing has been responsive to the Staff’s comments. Please call the undersigned at (202) 261-3402 if you wish to discuss this correspondence further.
Sincerely,
/s/ Alexander C. Karampatsos
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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
Alexander C. Karampatsos
alexander.karampatsos@dechert.com
+1 202 261 3402 Direct
June 9, 2025
VIA EDGAR
U.S. Securities
and Exchange Commission
Division of
Investment Management
100 F Street,
NE
Washington,
D.C. 20549
Attn: Lisa Larkin and John Kernan
Re: Eagle Point Defensive Income Trust
Registration Statement on Form N-2
File Nos. 333-281462 and 811-23994
Ladies and Gentlemen:
This letter responds to comments
raised by the staff (the “Staff”) of the U.S. Securities and Exchange Commission in telephonic conversations on June 3, 2025
between Lisa Larkin of the Staff and Alexander Karampatsos of Dechert LLP and John Kernan of the Staff and Alexander Karampatsos of Dechert
LLP with respect to Pre-Effective Amendment No. 3 to the registration statement filed on Form N-2 (the “Registration Statement”)
under the Securities Act of 1933, as amended (“Securities Act”), and the Investment Company Act of 1940, as amended (the “1940
Act”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 21, 2025 on behalf of Eagle Point Defensive
Income Trust (the “Fund”). The Fund has considered your comments and has authorized us to make the responses and changes discussed
below to the Registration Statement on its behalf.
On behalf of the Fund, we have
reproduced your questions/comments below and immediately thereafter have provided the Fund’s responses or described how the Fund
will address your comments in the definitive filing to be filed pursuant to Rule 424(b)(3) (the “424(b)(3) Filing”) under
the Securities Act. Capitalized terms have the same meaning as defined in the Registration Statement.
Registration Statement
Comments – Lisa Larkin
1. Comment: Please delete the following disclosure: “Since the Fund is newly-organized
and has not yet commenced operations, it has not yet paid brokerage commissions.”
Response: The
Fund confirms that it will delete the disclosure in the 424(b)(3) Filing.
2. Comment: Please explain supplementally to whom the Series A Term Cumulative Preferred
Shares due 2028 were issued and the legal basis for the issuance (e.g., private placement).
Response:
The Series A Term Cumulative Preferred Shares due 2028 were issued to accredited investors through a private placement in compliance
with Rule 506(b) of Regulation D of the Securities Act of 1933, as amended.
Ms. Larkin
June 9, 2025
Page 2
Accounting Comments –
John Kernan
1. Comment: In the table in the section titled “Senior Securities” in the Prospectus,
please include additional information as of March 31, 2025.
Response: The
Fund confirms that it will include this information in the Rule 424(b)(3) Filing.
2. Comment: In the section titled “Financial Highlights” in the Prospectus,
please update the semi-annual report reference to N-CSRS.
Response: The
Fund confirms that it will update this reference in the 424(b)(3) Filing.
We believe that the foregoing has been responsive
to the Staff’s comments. Please call the undersigned at (202) 261-3402 if you wish to discuss this correspondence further.
Sincerely,
/s/ Alexander C. Karampatsos
Alexander C. Karampatsos
cc: Nauman S. Malik, Eagle Point Credit Management LLC
Joshua M. Katz, Eagle Point Credit
Management LLC
Sara Niazi, Eagle Point Credit Management
LLC
Brooke A. Clark, Eagle Point Credit
Management LLC
Philip Hinkle, Dechert
LLP