UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM N-Q

 

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED

MANAGEMENT INVESTMENT COMPANY

 

Investment Company Act file number: 811-22974

 

EAGLE POINT CREDIT COMPANY INC.

(Exact name of Registrant as specified in charter)

 

20 Horseneck Lane

Greenwich, CT 06830

(Address of principal executive offices) (Zip code)

 

Thomas P. Majewski

c/o Eagle Point Credit Company Inc.

20 Horseneck Lane

Greenwich, CT 06830

(Name and Address of Agent for Service)

 

Copies to:

 

Thomas J. Friedmann
Dechert LLP
One International Place, 40th Floor

100 Oliver Street

Boston, MA 02110
(617) 728-7120

 

Registrant’s telephone number, including area code: (203) 340-8500

 

Date of fiscal year end: December 31

 

Date of reporting period: September 30, 2015

 

 

 

 

Item 1. Schedule of Investments.

 

EAGLE POINT CREDIT COMPANY INC. & SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of September 30, 2015

(expressed in U.S. dollars)

(Unaudited)

 

Company  Investment(1)  Effective
Yield(2)
   Principal
Amount
   Cost   Fair Value(3)(4)   % of Net
Assets
 
CLO Debt                            
CIFC Funding 2015-III, Ltd.  CLO Secured Note - Class F (due 10/19/27)   7.18%  $1,150,000   $1,039,805   $972,613    0.44%
Cutwater 2015-I, Ltd.  CLO Secured Note - Class F (due 7/15/27)   7.38%   3,500,000    3,149,300    2,963,625    1.36%
Marathon CLO VIII Ltd.  CLO Secured Note - Class D (due 7/18/27)   6.34%   750,000    702,750    675,675    0.31%
Zais CLO 3, Ltd.  CLO Secured Note - Class E (due 7/15/27)   7.57%   2,600,000    2,297,880    2,153,710    0.99%
                 7,189,735    6,765,623    3.10%
CLO Equity                            
Apidos CLO XIV  CLO Subordinated Note (due 4/15/25)   15.34%   11,177,500    8,301,808    7,496,183    3.43%
Avery Point V CLO, Ltd.  CLO Income Note (due 7/17/26)   14.57%   10,875,000    8,216,669    4,773,199    2.18%
Babson CLO Ltd. 2013-II  CLO Subordinated Note (due 1/18/25)   16.65%   12,939,125    8,910,466    8,465,015    3.87%
BlueMountain CLO 2013-2, Ltd.  CLO Subordinated Note (due 1/22/25)   15.45%   5,000,000    4,285,939    3,504,755    1.60%
Battalion CLO IX Ltd.  CLO Subordinated Note (due 7/15/28)   19.03%   18,250,000    16,279,000    15,835,443    7.24%
CIFC Funding 2013-I, Ltd.  CLO Subordinated Note (due 4/16/25)   14.85%   4,000,000    3,300,795    2,744,001    1.26%
CIFC Funding 2013-II, Ltd.  CLO Subordinated Note (due 4/21/25)   14.79%   12,325,000    7,979,490    8,003,350    3.66%
CIFC Funding 2014, Ltd.  CLO Subordinated Note (due 4/18/25)   18.04%   13,387,500    9,612,423    8,213,856    3.76%
CIFC Funding 2014, Ltd.  CLO Income Note (due 4/18/25)   18.04%   500,000    393,504    292,425    0.13%
CIFC Funding 2014-III, Ltd.  CLO Income Note (due 7/22/26)   16.19%   5,000,000    3,976,992    3,308,319    1.51%
CIFC Funding 2014-IV, Ltd.  CLO Income Note (due 10/17/26)   14.11%   7,000,000    5,533,868    4,026,647    1.84%
CIFC Funding 2015-III, Ltd.  CLO Subordinated Note (due 10/19/27)   16.75%   15,400,000    13,467,422    13,099,300    5.99%
Cutwater 2015-I, Ltd.  CLO Subordinated Note (due 7/15/27)   19.52%   27,300,000    24,081,330    22,839,936    10.45%
Flagship CLO VIII, Ltd.  CLO Subordinated Note (due 1/16/26)   14.82%   20,000,000    15,312,847    11,264,028    5.15%
Flagship CLO VIII, Ltd.  CLO Income Note (due 1/16/26)   14.82%   7,360,000    5,221,751    3,729,191    1.71%
Galaxy XVIII CLO, Ltd.  CLO Subordinated Note (due 10/15/26)   13.12%   5,000,000    3,813,612    2,455,622    1.12%
GoldenTree Loan Opportunities VIII, Ltd.  CLO Subordinated Note (due 4/19/26)   17.20%   16,560,000    13,881,723    11,477,031    5.25%
Halcyon Loan Advisors Funding 2014-3, Ltd.  CLO Subordinated Note (due 10/22/25)   13.43%   5,750,000    4,831,143    2,752,960    1.26%
Marathon CLO VI Ltd.  CLO Subordinated Note (due 5/13/25)   14.24%   2,975,000    2,309,668    2,337,916    1.07%
Marathon CLO VII Ltd.  CLO Subordinated Note (due 10/28/25)   15.67%   10,526,000    8,922,122    7,574,360    3.47%
Marathon CLO VIII Ltd.  CLO Subordinated Note (due 7/18/27)   19.42%   14,500,000    13,775,000    12,731,825    5.82%
Octagon Investment Partners XIV, Ltd.  CLO Subordinated Note (due 1/15/24)   18.17%   12,325,000    9,212,118    6,381,379    2.92%
Octagon Investment Partners XIV, Ltd.  CLO Income Note (due 1/15/24)   18.17%   4,250,000    2,887,564    2,130,986    0.97%
Octagon Investment Partners XIX, Ltd.  CLO Subordinated Note (due 4/15/26)   15.76%   3,000,000    2,305,298    1,666,685    0.76%
Octagon Investment Partners XVII, Ltd.  CLO Subordinated Note (due 10/25/25)   15.08%   12,000,000    9,413,107    6,710,053    3.07%
Octagon Investment Partners XX, Ltd.  CLO Subordinated Note (due 8/12/26)   13.45%   2,500,000    2,166,407    1,639,101    0.75%
OHA Credit Partners IX, Ltd.  CLO Subordinated Note (due 10/20/25)   12.13%   6,750,000    5,729,899    4,021,574    1.84%
Regatta III Funding Ltd.  CLO Subordinated Note (due 4/15/26)   12.29%   2,500,000    1,841,803    1,109,882    0.51%
Sheridan Square CLO, Ltd.  CLO Subordinated Note (due 4/15/25)   27.74%   2,125,000    1,895,238    1,744,057    0.80%
THL Credit Wind River 2013-2 CLO Ltd.  Class M Note (due 1/18/26)   7.68%   1,275,000    198,804    429,018    0.20%
THL Credit Wind River 2013-2 CLO Ltd.  CLO Subordinated Note (due 1/18/26)   14.15%   11,462,250    8,745,205    6,857,870    3.14%
THL Credit Wind River 2014-3 CLO Ltd.  CLO Subordinated Note (due 1/22/27)   17.65%   13,000,000    11,117,253    9,776,898    4.47%
Voya CLO 2014-4, Ltd.  CLO Subordinated Note (due 10/14/26)   15.28%   10,000,000    8,646,099    6,818,325    3.12%
Zais CLO 3, Ltd.  CLO Subordinated Note (due 7/15/27)   19.04%   11,750,000    10,340,000    7,962,025    3.64%
                 256,906,367    214,173,215    97.96%
Loan Accumulation Facilities(5)                            
Octagon Investment Partners 26, Ltd.  Loan Accumulation Facility (Preference shares)        9,450,000    9,450,000    9,450,188    4.32%
OFSI VIII, Ltd.  Loan Accumulation Facility (Class A preference shares)        17,800,000    17,800,000    17,892,113    8.19%
Mountain View CLO XI Ltd.  Loan Accumulation Facility (Class A preference shares)        3,800,000    3,800,000    3,800,201    1.74%
THL Credit Wind River 2015-3 CLO Ltd.  Loan Accumulation Facility (Class A preference shares)        3,800,000    3,800,000    3,800,057    1.74%
Waterson Park CLO, Ltd.  Loan Accumulation Facility (Preference shares)        7,000,000    7,000,000    7,013,986    3.21%
                 41,850,000    41,956,545    19.20%
                             
Total investments at fair value as of September 30, 2015               $305,946,102   $262,895,383    120.26%
                             
Net assets above (below) fair value of investments                     (44,307,856)     
                             
Net assets as of September 30, 2015                    $218,587,527      

 

(1)All investments categorized as structured finance securities.
(2)CLO subordinated notes, income notes, and M notes are considered CLO equity positions. CLO equity positions are entitled to recurring distributions which are generally equal to the remaining cash flow of payments made by underlying securities less contractual payments to debt holders and fund expenses. The effective yield is estimated based upon a current projection of the amount and timing of these recurring distributions in addition to the estimated amount of terminal principal payment. Such projections are periodically reviewed and adjusted as needed. The estimated yield and investment cost may ultimately not be realized.
(3)Fair value is determined in good faith in accordance with the Company's valuation policy and is reviewed and accepted by the Company's Board of Directors.
(4)Fair value includes the Company's interest in fee rebates on CLO subordinated notes.
(5)Loan accumulation facilities are financing structures intended to aggregate loans that may be used to form the basis of a CLO vehicle.

 

See accompanying notes to the consolidated schedule of investments

 

1 

 

 

EAGLE POINT CREDIT COMPANY INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2015

(Unaudited)

 

1.ORGANIZATION

 

Eagle Point Credit Company Inc. (the “Company”) is an externally managed, non-diversified closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company’s common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “ECC.”

 

As of September 30, 2015, the Company had two wholly-owned subsidiaries: Eagle Point Credit Company Sub LLC, a Delaware limited liability company, and Eagle Point Credit Company Sub (Cayman) Ltd., a Cayman Islands exempted company.

 

The Company was initially formed on March 24, 2014 as Eagle Point Credit Company LLC, a Delaware limited liability company and a wholly-owned subsidiary of Eagle Point Credit Partners Sub Ltd., a Cayman Island exempted company (the “Sole Member”), which, in turn, is a subsidiary of Eagle Point Credit Partners LP (the “Private Fund”). The Private Fund is a master fund in a master feeder structure and has three feeder funds which invest substantially all of their assets in the Private Fund.

 

The Company commenced operations on June 6, 2014, the date the Sole Member contributed, at fair value, a portfolio of cash and securities to the Company.

 

On October 6, 2014, the Company converted from a Delaware limited liability company into a Delaware corporation (the “Conversion”). At the time of the Conversion, the Sole Member became a stockholder of Eagle Point Credit Company Inc. In connection with the Conversion, the Sole Member converted 2,500,000 units of the Delaware limited liability company into shares of common stock in the Delaware corporation at $20 per share, resulting in 8,656,057 shares and an effective conversion rate of 3.4668 shares per unit, immediately therewith, the Sole Member distributed such shares to the Private Fund, which in turn, distributed such shares as a redemption in-kind to certain of its ultimate beneficial owners. On October 7, 2014, the Company priced its initial public offering (the “IPO”) and, on October 8, 2014, the Company’s shares began trading on the NYSE.

  

The Company has elected to be treated as a regulated investment company (“RIC”) under subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), for federal income tax purposes.

 

Eagle Point Credit Management LLC (the “Adviser”) is the investment adviser of the Company and manages the investments of the Company subject to the supervision of the Company’s Board of Directors (the “Board”). The Adviser is registered as an investment adviser with the U.S. Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended. Eagle Point Administration LLC, a wholly-owned subsidiary of the Adviser, is the administrator of the Company (the “Administrator”).

 

The Company’s primary investment objective is to generate high current income, with a secondary objective to generate capital appreciation. The Company seeks to achieve its investment objectives by investing primarily in equity and junior debt tranches of collateralized loan obligations (“CLOs”) that are collateralized by a portfolio consisting primarily of below investment grade U.S. senior secured loans. The CLO securities in which the Company will primarily seek to invest are unrated or rated below investment grade and are considered speculative with respect to timely payment of interest and repayment of principal. The Company may also invest in other securities and instruments related to these investments or that the Adviser believes are consistent with the Company’s investment objectives, including senior debt tranches of CLOs and loan accumulation facilities. From time to time, in connection with the acquisition of newly issued CLO equity, the Company may receive fee rebates from the CLO issuer. The Company’s interests in fee rebates are held in the name of Eagle Point Credit Company Sub LLC.

 

2 

 

 

EAGLE POINT CREDIT COMPANY INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2015

(Unaudited)

 

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts have been eliminated upon consolidation. The Company is considered an investment company under accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company follows the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 Financial Services – Investment Companies. Items included in the consolidated financial statements are measured and presented in United States dollars.

 

Fair Value of Financial Instruments

Assets and liabilities, which qualify as financial instruments under FASB ASC Topic 825 Financial Instruments, are carried at fair value or contractual amounts approximating fair value.

 

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions which affect the reported amounts included in the consolidated financial statements and accompanying notes as of the reporting date. Actual results may differ from those estimated.

 

Valuation of Investments

The most significant estimate inherent in the preparation of the consolidated financial statements is the valuation of investments. In the absence of readily determinable fair values, fair value of the Company’s investments is determined in accordance with the Company’s valuation policy. Due to the uncertainty of valuation, this estimate may differ significantly from the value that would have been used had a ready market for the investments existed, and the differences could be material.

 

There is no single method for determining fair value in good faith. As a result, determining fair value requires judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments held by the Company.

 

The Company accounts for its investments in accordance with U.S. GAAP, which defines fair value, establishes a framework for measuring fair value and requires enhanced disclosures about fair value measurements. Investments are reflected on the consolidated financial statements at fair value. Fair value is the estimated amount that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date (i.e., the exit price). The Company’s fair valuation process is reviewed and approved by the Board.

 

The fair value hierarchy prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment, the characteristics specific to the investment and the state of the marketplace (including the existence and transparency of transactions between market participants). Investments with readily available actively quoted prices, or for which fair value can be measured from actively quoted prices in an orderly market, will generally have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

 

3 

 

 

EAGLE POINT CREDIT COMPANY INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2015

(Unaudited)

 

Investments measured and reported at fair value are classified and disclosed in one of the following categories based on inputs:

 

·Level I – Observable, quoted prices for identical investments in active markets as of the reporting date.

 

·Level II – Quoted prices for similar investments in active markets or quoted prices for identical investments in markets that are not active as of the reporting date.

 

·Level III – Pricing inputs are unobservable for the investment and little, if any, active market exists. Fair value inputs require significant judgment or estimation from the Adviser.

 

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given investment is based on the lowest level of input significant to that fair value measurement. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the investment.

 

Investments for which observable, quoted prices in active markets do not exist are reported at fair value based on Level III inputs. The amount determined to be fair value may incorporate the Adviser’s own assumptions (including assumptions the Adviser believes market participants would use in valuing investments and assumptions relating to appropriate risk adjustments for nonperformance and lack of marketability), as provided for in the Company’s valuation policy and accepted by the Board.

 

An estimate of fair value is made for each investment at least monthly taking into account information available as of the reporting date. For financial reporting purposes, valuations are accepted by the Board on a quarterly basis.

 

See Note 3 “Investments” for further discussion relating to the Company’s investments.

 

In valuing the Company’s investments in CLO debt, CLO equity and loan accumulation facilities, the Adviser considers a variety of relevant factors as set forth in the Company’s valuation policy, including price indications from multiple dealers, recent trading prices for specific investments, recent purchases and sales known to the Adviser in similar securities and output from a third-party financial model.

 

The third-party financial model contains detailed information on the characteristics of CLOs, including recent information about assets and liabilities, and is used to project future cash flows. Key inputs to the model, including assumptions for future loan default rates, recovery rates, prepayment rates, reinvestment rates and discount rates are determined by considering both observable and third-party market data and prevailing general market assumptions and conventions as well as those of the Adviser.

 

Investment Income Recognition

Interest income from debt positions in CLO investment vehicles is recorded using the accrual basis of accounting to the extent such amounts are expected to be collected.

 

Interest income from investments in CLO equity is recorded based upon an effective yield to maturity utilizing assumed cash flows. The Company monitors the expected cash flows from its CLO equity investments and effective yield is determined and adjusted as needed. Cash flows received in excess of the effective yield are reflected as return of capital.

 

Interest income from loan accumulation facilities is characterized and recorded based on information provided by the trustees of each loan accumulation facility.

 

4 

 

 

EAGLE POINT CREDIT COMPANY INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2015

(Unaudited)

 

Other Income

Other income may include the Company’s share of income under the terms of Class M notes and fee rebate agreements and is recorded based upon an effective yield to maturity utilizing assumed cash flows. The Company monitors the expected cash flows from its Class M notes and fee rebate agreements and effective yield is determined and adjusted as needed. Cash flows received in excess of the effective yield are reflected as return of capital.

 

Interest Expense

Interest expense includes the Company’s paid distributions, distributions declared but not yet paid, and amortization of deferred debt issuance costs associated with its 7.75% Series A Term Preferred Stock due 2022 (the “Series A Term Preferred Stock”).

  

Deferred Debt Issuance Costs

Deferred debt issuance costs consist of fees and expenses incurred in connection with the issuance of the Series A Term Preferred Stock. Deferred debt issuance costs were capitalized at the time of issuance and will be amortized on a straight-line basis over the term of the Series A Term Preferred Stock.

 

Securities Transactions

The Company records the purchases and sales of securities on trade date. Realized gains and losses on investments sold are recorded on the basis of the specific identification method.

 

Cash and Cash Equivalents

The Company has defined cash and cash equivalents as cash and short-term, highly liquid investments with original maturities of three months or less from the date of purchase. The Company maintains its cash in bank accounts, which, at times, may exceed federal insured limits. The Adviser monitors the performance of the financial institution where the accounts are held in order to manage any risk associated with such accounts. No cash equivalent balances were held as of September 30, 2015.

 

Expense Recognition

Expenses are recorded on the accrual basis of accounting.

 

Organization Costs

The Adviser has paid all of the Company’s organization costs.

 

Prepaid Expenses

Prepaid expenses consist primarily of insurance premiums and debt issuance related expenses.

 

Federal and Other Taxes

The Company intends to operate so as to qualify to be taxed as a RIC under subchapter M of the Code and, as such, to not be subject to federal income tax on the portion of its taxable income and gains distributed to stockholders. To qualify for RIC tax treatment, among other requirements, the Company is required to distribute at least 90% of its investment company taxable income, as defined by the Code.

 

5 

 

 

EAGLE POINT CREDIT COMPANY INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2015

(Unaudited)

 

Because U.S. federal income tax regulations differ from U.S. GAAP, distributions in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the consolidated financial statements to reflect their tax character. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future. Differences in classification may also result from the treatment of short-term gains as ordinary income for federal income tax purposes.

 

As of September 30, 2015, the federal income tax cost and net unrealized depreciation on securities held by the Company were as follows:

 

Cost for federal income tax purposes  $308,121,796 
      
Gross unrealized appreciation  $866,654 
Gross unrealized depreciation  $(46,093,067)
Net unrealized depreciation  $(45,226,413)

 

Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future. The tax basis components of distributable earnings include temporary book/tax differences primarily arising from partnerships and passive foreign investment company investments. These amounts will be finalized before filing the Company’s federal income tax return.

 

Distributions

Distributions paid to common stockholders from net investment income and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which differ from U.S. GAAP. Distributions to common stockholders from net investment income, if any, are expected to be declared and paid quarterly. Distributions paid to common stockholders are recorded as a liability on declaration date and are automatically reinvested in full shares of the Company in accordance with the Company’s dividend reinvestment plan (the “DRIP”). The Company’s common stockholders who opt-out of participation in the DRIP (including those common stockholders whose shares are held through a broker who has opted out of participation in the DRIP) will receive all distributions in cash.

 

The characterization of distributions paid to stockholders reflect estimates made by the Company for U.S. GAAP purposes. Such estimates are subject to re-characterization for federal income tax purposes at year-end.

 

3.INVESTMENTS

 

Fair Value Measurement

The following tables summarize the valuation of the Company’s investments measured and reported at fair value under the fair value hierarchy levels described in Note 2 “Summary of Significant Accounting Policies” as of September 30, 2015:

 

Fair Value Measurement                
   Level I   Level II   Level III   Total 
                 
CLO Debt  $-   $-   $6,765,623   $6,765,623 
                     
CLO Equity   -    -    214,173,215    214,173,215 
                     
Loan Accumulation Facilities   -    -    41,956,545    41,956,545 
                     
Total Investments at Fair Value  $-   $-   $262,895,383   $262,895,383 

 

There were no transfers of investments between these levels during the nine months ended September 30, 2015.

 

6 

 

 

EAGLE POINT CREDIT COMPANY INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2015

(Unaudited)

 

The changes in investments classified as Level III are as follows for the nine months ended September 30, 2015:

 

Change in Investments Classified as Level III                
                 
           Loan     
           Accumulation     
   CLO Debt   CLO Equity   Facilities   Total 
                 
Beginning Balance at January 1, 2015  $2,963,185   $184,026,786   $30,000,000   $216,989,971 
                     
Purchases of investments   14,440,635    99,658,664    75,600,000    189,699,299 
                     
Proceeds from sales of investments   (10,300,875)   (30,657,563)   (63,867,427)   (104,825,865)
                     
Net realized gains (losses) and net change in unrealized appreciation (depreciation)   (337,322)   (38,854,672)   223,972    (38,968,022)
                     
Balance as of September 30, 2015  $6,765,623   $214,173,215   $41,956,545   $262,895,383 
                     
Change in unrealized appreciation (depreciation) on investments still held as of September 30, 2015  $(358,466)  $(40,192,188)  $106,545   $(40,444,109)

 

The change in unrealized depreciation on investments still held as of September 30, 2015 was $(40,444,109).

 

Valuation of CLO Subordinated and Income Notes

The Adviser gathers price indications from dealers, if available, as part of its valuation process to estimate fair value of each CLO subordinated and income note investment. Dealer price indications are not firm bids and may not be representative of the actual value where trades can be consummated.

 

In addition, the Adviser utilizes a third party financial model to estimate the fair value of CLO subordinated and income note investments. The model contains detailed information on the characteristics of each CLO, including recent information about assets and liabilities from data sources such as trustee reports, and is used to project future cash flows to the CLO note tranches, as well as management fees. The following table summarizes the quantitative inputs and assumptions used for investments categorized in Level III of the fair value hierarchy as of September 30, 2015. In addition to the techniques and inputs noted in the table below, according to the Company’s valuation policy, the Adviser may use other valuation techniques and methodologies when determining the Company’s fair value measurements as provided for in the valuation policy and approved by the Board. The table below is not intended to be all-inclusive, but rather provides information on the significant Level III inputs as they relate to the Company’s fair value measurements.

 

7 

 

 

EAGLE POINT CREDIT COMPANY INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2015

(Unaudited)

 

   Quantitative Information about Level III Fair Value Measurements
   Fair Value as of   Valuation      
Assets  September 30, 2015   Techniques/Methodologies  Unobservable Input  Range / Weighted Average
CLO Equity  $214,173,215   Discounted Cash Flows  Constant Default Rate  0.00% - 2.00%
               
           Constant Prepayment Rate  25.00%
               
           Reinvestment Spread  3.40% - 3.95% / 3.78%
               
           Reinvestment Price  99.50%
               
           Reinvestment Floor (1)  1.00%
               
           Recovery Rate  70.00%
               
           Discount Rate to Maturity  14.10% - 42.70% / 21.24%

 

(1) Assumed 1.0% reinvestment floor for 2 years after purchase of asset and 0.0% thereafter

 

Increases (decreases) in the constant default rate, reinvestment price and discount rate in isolation would result in a lower (higher) fair value measurement. Increases (decreases) in the reinvestment spread, reinvestment floor and recovery rate in isolation would result in a higher (lower) fair value measurement. Changes in the constant prepayment rate may result in a higher (lower) fair value, depending on the circumstances. Generally, a change in the assumption used for the constant default rate may be accompanied by a directionally opposite change in the assumption used for the constant prepayment rate and recovery rate.

 

Valuation of CLO Secured Notes

The Company’s CLO debt has been valued using unadjusted indicative broker dealer quotes. As a result, there were no unobservable inputs that have been internally developed by the Company in determining the fair values of these investments as of September 30, 2015.

 

Valuation of Loan Accumulation Facilities

Loan accumulation facilities are typically short- to medium-term in nature and are entered into in contemplation of a specific CLO investment. Unless the loan accumulation facility documents contemplate transferring the underlying loans at a price other than original cost plus accrued interest or the Adviser determines the originally contemplated CLO is unlikely to be consummated, the fair value of the loan accumulation facility is based on the cost of the underlying loans plus accrued interest and realized gains (losses) reported by the trustee. In all other situations, the fair value of the CLO loan accumulation facility is based on the market value of the underlying loans plus accrued interest.

 

Investment Risk Factors and Concentration of Investments

Market Risk. Certain events particular to each market in which the Company’s investments conduct operations, as well as general economic and political conditions, may have a significant negative impact on the operations and profitability of the Company’s investments and/or on the fair value of the Company’s investments. Such events are beyond the Company’s control, and the likelihood they may occur and the potential effect on the Company cannot be predicted.

 

Concentration Risk. The Company is classified as “non-diversified” under the 1940 Act. As a result, the Company can invest a greater portion of its assets in obligations of a single issuer than a “diversified” fund. The Company may therefore be more susceptible than a diversified fund to being adversely affected by any single corporate, economic, political or regulatory occurrence. In particular, because the Company’s portfolio of investments may lack diversification among CLO securities and related investments, the Company is susceptible to a risk of significant loss if one or more of these CLO securities and related investments experience a high level of defaults on the collateral they hold.

 

8 

 

 

EAGLE POINT CREDIT COMPANY INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2015

(Unaudited)

 

Liquidity Risk. The securities issued by CLOs generally offer less liquidity than below investment grade or high-yield corporate debt, and are subject to certain transfer restrictions imposed on certain financial and other eligibility requirements on prospective transferees. Other investments the Company may purchase through privately negotiated transactions may also be illiquid or subject to legal restrictions on their transfer. As a result of this illiquidity, the Company’s ability to sell certain investments quickly, or at all, in response to changes in economic and other conditions and to receive a fair price when selling such investments may be limited, which could prevent the Company from making sales to mitigate losses on such investments. In addition, CLOs are subject to the possibility of liquidation upon an event of default, which could result in full loss of value to the CLO equity and junior debt investors. CLO equity tranches are the most likely tranche to suffer a loss of all of their value in these circumstances.

 

Risks of Investing in CLOs. The Company’s investments consist in part of CLO securities and the Company may invest in other related structured finance securities. CLOs and structured finance securities are generally backed by an asset or a pool of assets (typically senior secured loans and other credit-related assets in the case of a CLO) which serve as collateral. The Company and other investors in CLO and structured finance securities ultimately bear the credit risk of the underlying collateral. If there are defaults or the relevant collateral otherwise underperforms, scheduled payments to senior tranches of such securities take precedence over those of mezzanine tranches, and scheduled payments to mezzanine tranches take precedence over those to subordinated/equity tranches. Therefore, CLO and other structured finance securities may present risks similar to those of the other types of debt obligations and, in fact, such risks may be of greater significance in the case of CLO and other structured finance securities. In addition to the general risks associated with investing in debt securities, CLO securities carry additional risks, including, but not limited to: (1) the possibility that distributions from collateral assets will not be adequate to make interest or other payments; (2) the quality of the collateral may decline in value or default; (3) the fact that investments in CLO equity and junior debt tranches will likely be subordinate to other senior classes of CLO debt; and (4) the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected investment results. Additionally, changes in the collateral held by a CLO may cause payments on the instruments the Company holds to be reduced, either temporarily or permanently. Structured investments, particularly the subordinated interests in which the Company invests, are less liquid than many other types of securities and may be more volatile than the assets underlying the CLOs the Company may target. In addition, CLO and other structured finance securities may be subject to prepayment risk.

 

Risks of Investing in Loan Accumulation Facilities. The Company invests in loan accumulation facilities, which are short- to medium-term facilities often provided by the bank that will serve as placement agent or arranger on a CLO transaction and which acquire loans on an interim basis which are expected to form part of the portfolio of a future CLO. Investments in loan accumulation facilities have risks similar to those applicable to investments in CLOs. In addition, there typically will be no assurance future CLOs will be consummated or that loans held in such a facility are eligible for purchase by the CLO. Furthermore, the Company likely will have no consent rights in respect of the loans to be acquired in such a facility and in the event the Company does have any consent rights, they will be limited. In the event a planned CLO is not consummated, or the loans are not eligible for purchase by the CLO, the Company may be responsible for either holding or disposing of the loans. This could expose the Company primarily to credit and/or mark-to-market losses, and other risks. Leverage is typically utilized in such a facility and as such the potential risk of loss will be increased for such facilities employing leverage.

 

Interest Rate Risk. The fair value of certain investments held by the Company may be significantly affected by changes in interest rates. Although senior secured loans are generally floating rate instruments, the Company’s investments in senior secured loans through CLOs are sensitive to interest rate levels and volatility. Although CLOs are generally structured to mitigate the risk of interest rate mismatch, there may be some difference between the timing of interest rate resets on the assets and liabilities of a CLO. Such a mismatch could have a negative effect on the amount of funds distributed to CLO equity investors. In addition, CLOs may not be able to enter into hedge agreements, even if it may otherwise be in the best interests of the CLO to hedge such interest rate risk. Furthermore, in the event of a significant rising interest rate environment and/or economic downturn, loan defaults may increase and result in credit losses which may adversely affect the Company’s cash flow, fair value of its assets and operating results. In the event the Company’s interest expense was to increase relative to income, or sufficient financing became unavailable, return on investments and cash available for distribution would be reduced. In addition, future investments in different types of instruments may carry a greater exposure to interest rate risk.

 

9 

 

 

EAGLE POINT CREDIT COMPANY INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2015

(Unaudited)

 

LIBOR Floor Risk. An increase in LIBOR will increase the financing costs of CLOs. Since many of the senior secured loans within these CLOs have LIBOR floors, there may not be corresponding increases in investment income (if LIBOR increases but stays below the average LIBOR floor rate of such senior secured loans) resulting in smaller distribution payments to the equity investors in these CLOs.

 

LIBOR Risk. The CLOs in which the Company invests typically obtain financing at a floating rate based on LIBOR. Regulators and law-enforcement agencies from a number of governments, including entities in the United States, Japan, Canada and the United Kingdom, have conducted or are conducting civil and criminal investigations into potential manipulation of LIBOR. Several financial institutions have reached settlements with the Commodity Futures Trading Commission, the U.S. Department of Justice Fraud Section and the United Kingdom Financial Services Authority in connection with investigations by such authorities into submissions made by such financial institutions to the bodies whom set LIBOR and other interbank offered rates. Additional investigations remain ongoing with respect to other major banks. There can be no assurance there will not be additional admissions or findings of rate-setting manipulation or manipulations of LIBOR or other similar interbank offered rates will not be shown to have occurred. ICE Benchmark Administration Limited (formerly NYSE Euronext Rate Administration Limited) assumed administration of LIBOR on February 1, 2014. Any new administrator of LIBOR may make methodological changes to the way in which LIBOR is calculated or may alter, discontinue or suspend calculation or dissemination of LIBOR. Any such actions or other effects from the ongoing investigations could adversely affect the liquidity and value of the Company’s investments. Further, additional admissions or findings of manipulation may decrease the confidence of the market in LIBOR and lead market participants to look for alternative, non-LIBOR based types of financing, such as fixed rate loans or bonds or floating rate loans based on non-LIBOR indices. An increase in alternative types of financing at the expense of LIBOR-based CLOs may impair the liquidity of the Company’s investments. Additionally, it may make it more difficult for CLO issuers to satisfy certain conditions set forth in a CLO’s offering documents.

 

Historically Low Interest Rate Environment. As of the date of the consolidated financial statements, interest rates in the United States are at, or near, historic lows, which may increase the Company’s exposure to risks associated with rising interest rates. Moreover, interest rate levels are currently impacted by extraordinary monetary policy initiatives, the effect of which is impossible to predict with certainty.

 

Leverage Risk. The Company has incurred leverage through the issuance of the Series A Term Preferred Stock and the Company may incur additional leverage, directly or indirectly, through one or more special purpose vehicles, indebtedness for borrowed money, as well as leverage in the form of derivative transactions, additional shares of preferred stock and other structures and instruments, in significant amounts and on terms the Adviser and the Board deem appropriate, subject to applicable limitations under the 1940 Act. Any such leverage does not include embedded or inherent leverage in CLO structures in which the Company invests or in derivative instruments in which the Company may invest. Accordingly, there may be a layering of leverage in overall structure. The more leverage is employed, the more likely a substantial change will occur in the Company’s net asset value (“NAV”). Accordingly, any event adversely affecting the value of an investment would be magnified to the extent leverage is utilized.

 

Highly Subordinated and Leveraged Securities Risk. The Company’s portfolio includes equity and junior debt investments in CLOs, which involve a number of significant risks. CLO equity and junior debt securities are typically very highly levered (with CLO equity securities typically being leveraged nine to thirteen times), and therefore the junior debt and equity tranches in which the Company is currently invested are subject to a higher degree of risk of total loss. In particular, investors in CLO securities indirectly bear risks of the collateral held by such CLOs. The Company will generally have the right to receive payments only from the CLOs, and will generally not have direct rights against the underlying borrowers or the entity that sponsored the CLO. While the CLOs the Company intends to initially target generally enable the investor to acquire interests in a pool of senior secured loans without the expenses associated with directly holding the same investments, the Company will generally pay a proportionate share of the CLOs’ administrative, management and other expenses. In addition, the Company may have the option in certain CLOs to contribute additional amounts to the CLO issuer for purposes of acquiring additional assets or curing coverage tests, thereby increasing overall exposure and capital at risk to such CLO.

 

10 

 

 

EAGLE POINT CREDIT COMPANY INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2015

(Unaudited)

 

Credit Risk. If a CLO in which the Company invests, an underlying asset of any such CLO or any other type of credit investment in the Company’s portfolio declines in price or fails to pay interest or principal when due because the issuer or debtor, as the case may be, experiences a decline in its financial status either or both the Company’s income and NAV may be adversely impacted. Non-payment would result in a reduction of the Company’s income, a reduction in the value of the applicable CLO security or other credit investment experiencing non-payment and, potentially, a decrease in the Company’s NAV. With respect to investments in CLO securities and credit investments that are secured, there can be no assurance liquidation of collateral would satisfy the issuer’s obligation in the event of non-payment of a scheduled dividend, interest or principal or such collateral could be readily liquidated. In the event of bankruptcy of an issuer, the Company could experience delays or limitations with respect to its ability to realize the benefits of any collateral securing a CLO security or credit investment. To the extent the credit rating assigned to a security in the Company’s portfolio is downgraded, the market price and liquidity of such security may be adversely affected. In addition, if a CLO triggers an event of default as a result of failing to make payments when due or for other reasons, the CLO would be subject to the possibility of liquidation, which could result in full loss of value to the CLO equity and junior debt investors. CLO equity tranches are the most likely tranche to suffer a loss of all of their value in these circumstances.

 

11 

 

 

Item 2. Controls and Procedures.

 

(a) Based on an evaluation of the Disclosure Controls and Procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, the “Disclosure Controls”) as of a date within 90 days prior to the filing date (the “Filing Date”) of this Form N-Q (the “Report”), the Chief Executive Officer (its principal executive officer) and Chief Financial Officer (its principal financial officer) have concluded that the Disclosure Controls are reasonably designed to ensure that information required to be disclosed by the Registrant in the Report is recorded, processed, summarized and reported by the Filing Date, including ensuring that information required to be disclosed in the Report is accumulated and communicated to the Registrant's management, including the Registrant's principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

(b) There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the Registrant’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

 

Item 3. Exhibits.

 

Filed as exhibits herewith are separate certifications for the Chief Executive Officer and the Chief Financial Officer of the Registrant as required by Rule 30a-2(a) under Investment Company Act of 1940.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  

EAGLE POINT CREDIT COMPANY INC.

 

By: /s/ Thomas P. Majewski  
  Thomas P. Majewski  
  Chief Executive Officer  
     
Date: November 16, 2015  

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

By: /s/ Thomas P. Majewski  
  Thomas P. Majewski  
  Chief Executive Officer  
     
Date: November 16, 2015  
     
By: /s/ Kenneth P. Onorio  
  Kenneth P. Onorio  
  Chief Financial Officer  
     
Date: November 16, 2015  

 

 



 

Certifications

 

I, Thomas Majewski, Chief Executive Officer of Eagle Point Credit Company Inc., certify that:

 

  1. I have reviewed this report on Form N-Q of Eagle Point Credit Company Inc.;

 

  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

  3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

 

  4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

  5. The registrant’s other certifying officers and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated: November 16, 2015

   
/s/ Thomas P. Majewski  
Thomas Majewski  
   
Chief Executive Officer  

 

 

 

 

Certification

 

I, Kenneth Onorio, Chief Financial Officer of Eagle Point Credit Company Inc., certify that:

 

  1. I have reviewed this report on Form N-Q of Eagle Point Credit Company Inc.;

 

  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

  3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

 

  4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

  5. The registrant’s other certifying officers and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated: November 16, 2015

   
/s/ Kenneth P. Onorio  

Kenneth Onorio

 

Chief Financial Officer

 

 

 

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