8-K
Eagle Point Income Co Inc. (EIC)
UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section13 or 15(d) of the
Securities ExchangeAct of 1934
Dateof Report (Date of earliest event reported): March 27, 2024
Eagle Point Income Company Inc.
(Exact name of Registrantas specified in its charter)
| Delaware | 811-23384 | 83-2197405 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
600Steamboat Road, Suite 202**, Greenwich, CT 06830**
(Address of Principal Executive Offices) (ZipCode)
Registrant’s
telephone number, including area code: (203) 340-8500
(Former name or formeraddress, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br> <br>Symbol(s) | Name of each exchange<br><br> <br>on which registered |
|---|---|---|
| Common Stock, par value $0.001 per share | EIC | New York Stock Exchange |
| 5.00% Series A Term Preferred Stock due 2026 | EICA | New York Stock Exchange |
| 7.75% Series B Term Preferred Stock due 2028 | EICB | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
¨ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 8.01 | Other Events. |
|---|
On March 27, 2024, the Company issued a press release announcing the pricing of an underwritten public offering of its 8.00% Series C Term Preferred Stock due 2029. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits |
| --- | --- |
| EXHIBITNUMBER | DESCRIPTION |
| --- | --- |
| 99.1 | Press release issued by the Company, dated March 27, 2024 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Eagle Point Income Company Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 27, 2024 | EAGLE POINT INCOME COMPANY INC. | |
|---|---|---|
| By: | /s/ Kenneth P. Onorio | |
| Name: | Kenneth P. Onorio | |
| Title: | Chief Financial Officer and Chief Operating Officer |
Exhibit 99.1
EAGLE POINT INCOME COMPANY INC. PRICES OFFERINGOF PREFERRED STOCK
GREENWICH, Conn. – March 27, 2024 – Eagle Point Income Company Inc. (the “Company”) (NYSE: EIC, EICA, EICB) today announced that it has priced an underwritten public offering of 1,220,000 shares of its 8.00% Series C Term Preferred Stock due 2029 (the “Preferred Stock”) at a public offering price of $25 per share, which will result in net proceeds to the Company of approximately $29.3 million after payment of underwriting discounts and commissions and estimated offering expenses payable by the Company. The Preferred Stock is rated ‘BBB’ by Egan-Jones Ratings Company, an independent rating agency. In addition, the Company has granted the underwriters a 30-day option to purchase up to an additional 183,000 shares of Preferred Stock on the same terms and conditions.
The Preferred Stock offering is expected to close on April 3, 2024, subject to customary closing conditions. The Company intends to list the Preferred Stock on the New York Stock Exchange within 30 days of the original issue date under the symbol “EICC.”
Ladenburg Thalmann & Co. Inc., B. Riley Securities, Inc. and Piper Sandler & Co. are acting as joint bookrunners for the offering. InspereX LLC and Wedbush Securities Inc. are acting as lead managers for the offering.
**Investors should consider the Company’sinvestment objectives, risks, charges, and expenses carefully before investing. The preliminary prospectus supplement dated March 26,2024 and the accompanying prospectus dated June 29, 2023, which have been filed with the Securities and Exchange Commission (“SEC”),contain this and other information about the Company and should be read carefully before investing.**The information in the preliminary prospectus supplement, the accompanying prospectus and this press release is not complete and may be changed. The preliminary prospectus supplement, the accompanying prospectus and this press release are not offers to sell these securities and are not soliciting an offer to buy these securities in any state where such offer or sale is not permitted.
A shelf registration statement relating to these securities is on file with and has been declared effective by the SEC. The offering may be made only by means of a prospectusand a related prospectus supplement, copies of which may be obtained by writing Ladenburg Thalmann & Co. Inc. at 640 Fifth Avenue,4th Floor, New York, New York 10019, by calling toll-free 1-800-573-2541 or by sending an e-mail to: prospectus@ladenburg.com; copiesmay also be obtained for free by visiting EDGAR on the SEC’s website at http://www.sec.gov.
Egan-Jones Ratings Company is a nationally recognized statisticalrating organization (NRSRO). A security rating is not a recommendation to buy, sell or hold securities, and any such rating may be subjectto revision or withdrawal at any time by the applicable rating agency.
ABOUT EAGLE POINT INCOME COMPANY
The Company is a diversified, closed-end management investment company. The Company’s primary investment objective is to generate high current income, with a secondary objective to generate capital appreciation, by investing primarily in junior debt tranches of collateralized loan obligations (“CLOs”). In addition, the Company may invest up to 35% of its total assets (at the time of investment) in CLO equity securities. The Company is externally managed and advised by Eagle Point Income Management LLC.
FORWARD-LOOKING STATEMENTS
This press release may contain “forward-lookingstatements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historicalfacts included in this press release may constitute forward-looking statements and are not guarantees of future performance or resultsand involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements asa result of a number of factors, including those described in the prospectus and the Company’s other filings with the SEC. The Companyundertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of thispress release.
Source: Eagle Point Income Company Inc.
Investor Relations:
ICR
203-340-8510
ir@EaglePointIncome.com
www.eaglepointincome.com