0001193125-23-091044.txt : 20230404 0001193125-23-091044.hdr.sgml : 20230404 20230404172829 ACCESSION NUMBER: 0001193125-23-091044 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20230404 DATE AS OF CHANGE: 20230404 GROUP MEMBERS: TRIDENT CAPITAL V, L.P. GROUP MEMBERS: TRIDENT CAPITAL V-PF, L.P. GROUP MEMBERS: TRIDENT V PARALLEL FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Eagle Point Credit Co Inc. CENTRAL INDEX KEY: 0001604174 IRS NUMBER: 465215217 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88356 FILM NUMBER: 23799625 BUSINESS ADDRESS: STREET 1: 600 STEAMBOAT RD, SUITE 202 CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203.862.3150 MAIL ADDRESS: STREET 1: 600 STEAMBOAT RD, SUITE 202 CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: Eagle Point Credit Co LLC DATE OF NAME CHANGE: 20140331 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRIDENT V, L.P. CENTRAL INDEX KEY: 0001459925 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: STONE POINT CAPITAL LLC STREET 2: 20 HORSENECK LANE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-862-2900 MAIL ADDRESS: STREET 1: STONE POINT CAPITAL LLC STREET 2: 20 HORSENECK LANE CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: TRIDENT V LP DATE OF NAME CHANGE: 20090326 SC 13D/A 1 d404518dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

EAGLE POINT CREDIT COMPANY INC.

(Name of Issuer)

common stock, par value $0.001 per share

(Title of Class of Securities)

269808101

(CUSIP Number)

 

Jacqueline Giammarco

Stone Point Capital LLC

20 Horseneck Lane

Greenwich, CT 06830

(203) 862-2900

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 31, 2023

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 269808101    13D/A    Page 2 of 8

 

  1    

  NAMES OF REPORTING PERSONS

 

  Trident V, L.P.

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (See Instructions)

 

  N/A

  5  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  0

     8  

  SHARED VOTING POWER

 

  0

     9  

  SOLE DISPOSITIVE POWER

 

  0

   10  

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  0

12  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  0%

14  

  TYPE OF REPORTING PERSON (See Instructions)

 

  PN


CUSIP No. 269808101    13D/A    Page 3 of 8

 

  1    

  NAMES OF REPORTING PERSONS

 

  Trident Capital V, L.P.

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (See Instructions)

 

  N/A

  5  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  0

     8  

  SHARED VOTING POWER

 

  0

     9  

  SOLE DISPOSITIVE POWER

 

  0

   10  

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  0

12  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  0%

14  

  TYPE OF REPORTING PERSON (See Instructions)

 

  PN


CUSIP No. 269808101    13D/A    Page 4 of 8

 

  1    

  NAMES OF REPORTING PERSONS

 

  Trident V Parallel Fund, L.P.

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (See Instructions)

 

  N/A

  5  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  0

     8  

  SHARED VOTING POWER

 

  0

     9  

  SOLE DISPOSITIVE POWER

 

  0

   10  

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  0

12  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  0%

14  

  TYPE OF REPORTING PERSON (See Instructions)

 

  PN


CUSIP No. 269808101    13D/A    Page 5 of 8

 

  1    

  NAMES OF REPORTING PERSONS

 

  Trident Capital V-PF, L.P.

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (See Instructions)

 

  N/A

  5  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  0

     8  

  SHARED VOTING POWER

 

  0

     9  

  SOLE DISPOSITIVE POWER

 

  0

   10  

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  0

12  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  0%

14  

  TYPE OF REPORTING PERSON (See Instructions)

 

  PN


CUSIP No. 269808101    13D/A    Page 6 of 8

 

Explanatory Note

This Schedule 13D/A is filed jointly on behalf of Trident V, L.P. (“Trident V”), Trident Capital V, L.P. (“Trident V GP”), Trident V Parallel Fund, L.P. (“Trident V Parallel”) and Trident Capital V-PF, L.P. (“Trident V Parallel GP”) (collectively, the “Reporting Persons”) with respect to common stock, par value $0.001 per share (the “Common Shares”), of Eagle Point Credit Company Inc. (the “Issuer”), having its principal executive offices at 600 Steamboat Road, Suite 202, Greenwich, CT 06830.

This filing constitutes Amendment No. 2 to that certain Schedule 13D filed on October 16, 2014 (the “Initial Schedule 13D”), as amended and supplemented by Amendment No. 1, filed on May 15, 2018. The Initial Schedule 13D, as modified by Amendment No. 1 and this filing, is referenced herein as the “Schedule 13D,” which remains unchanged, except as specifically amended. Capitalized terms used but not defined herein shall have the respective meanings defined in the Initial Schedule 13D, as previously amended. As set forth below, as a result of the transaction described herein, on March 31, 2023 each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Shares. The filing of this Amendment No. 2 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

 

Item 1.

Security and Issuer

Item 1 is hereby amended and supplemented by adding the following information:

The address of the principal executive offices of the Issuer is 600 Steamboat Road, Suite 202, Greenwich, CT 06830.

 

Item 4.

Purpose of Transaction.

Item 4 is hereby amended and supplemented by adding the following information:

On March 31, 2023, pursuant to and subject to the terms and conditions of the contribution agreement entered into on such date (the “Contribution Agreement”), and in connection with the transfer of substantially all of the Reporting Persons’ economic interest in the Common Shares to certain investment funds affiliated with Trident Capital IX, L.P., the Reporting Persons contributed an aggregate of 5,676,339 Common Shares to Trident ECC Aggregator LP consisting of: (i) 3,336,438 Common Shares from Trident V and (ii) 2,339,901 Common Shares from Trident V Parallel.

Following the consummation of the foregoing transaction, the Reporting Persons no longer beneficially own any Common Shares.

 

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety to read as follows:

As a result of the transaction described in Item 4, the Reporting Persons no longer beneficially own any Common Shares.

Other than the transactions reported in Item 4, each of the Reporting Persons reports that neither it, nor to its knowledge, any person named in Item 2 of this Schedule 13D, has effected any transactions in Common Shares during the past 60 days.

The Reporting Persons have each ceased to be the beneficial owner of more than five percent (5%) of the Common Shares, effective as of March 31, 2023. The filing of this Amendment No. 2 constitutes an exit filing for the Reporting Persons.

 

Item 6.

Contracts, Arrangement, Understanding or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended and restated in its entirety to read as follows:

The description of the Contribution Agreement set forth in Item 4 of this Amendment No. 2 is hereby incorporated herein by reference.


CUSIP No. 269808101    13D/A    Page 7 of 8

 

The foregoing description is qualified in its entirety by reference to the complete text of the Contribution Agreement, which is attached hereto as Exhibit B and is incorporated herein by reference.

 

Item 7.

Material to be Filed as Exhibits.

 

Exhibit   

Description

A    Joint Filing Agreement, dated October 16, 2014 (incorporated by reference to Exhibit B to Schedule 13D filed October 16, 2014).
B    Contribution Agreement, dated March 31, 2023, by and among Trident V, L.P., Trident V Parallel Fund, L.P., Trident V Professionals Fund, L.P. and Trident ECC Aggregator LP.


CUSIP No. 269808101    13D/A    Page 8 of 8

 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 4, 2023

 

TRIDENT V, L.P.
By:   Trident Capital V, L.P., its general partner
By:   DW Trident V, LLC, a general partner
By:   /s/ Jacqueline Giammarco
  Name:   Jacqueline Giammarco
  Title:   Vice President
TRIDENT CAPITAL V, L.P.
By:   DW Trident V, LLC, a general partner
By:   /s/ Jacqueline Giammarco
  Name:   Jacqueline Giammarco
  Title:   Vice President
TRIDENT V PARALLEL, L.P.
By:   Trident Capital V-PF, L.P., its general partner
By:   DW Trident V, LLC, a general partner
By:   /s/ Jacqueline Giammarco
  Name:   Jacqueline Giammarco
  Title:   Vice President
TRIDENT CAPITAL V-PF, L.P.
By:   DW Trident V, LLC, a general partner
By:   /s/ Jacqueline Giammarco
  Name:   Jacqueline Giammarco
  Title:   Vice President
EX-99.B 2 d404518dex99b.htm EX-99.B EX-99.B

Exhibit B

CONTRIBUTION AGREEMENT

This Contribution Agreement (this “Agreement”) is dated as of March 31, 2023, by and among Trident V, L.P., a Cayman Islands exempted limited partnership (“Trident V”), Trident V Parallel Fund, L.P., a Cayman Islands exempted limited partnership (“Trident V Parallel”), Trident V Professionals Fund, L.P., a Cayman Islands exempted limited partnership (“Trident V Professionals” and, together with Trident V and Trident V Parallel, the “Trident V Funds”), and Trident ECC Aggregator LP, a Delaware limited partnership (“Trident ECC Aggregator”, and together with Trident V, Trident V Parallel and Trident V Professionals, the “Parties”).

R E C I T A L S

WHEREAS, prior to the date hereof, the Trident V Funds have formed Trident ECC Aggregator;

WHEREAS, each of the Trident V Funds holds equity interests in Eagle Point Credit Company, Inc., a publicly traded closed-end Delaware corporation, as set forth on Exhibit A hereto (the “Contributed Interests”); and

WHEREAS, the Trident V Funds desire to contribute the Contributed Interests to Trident ECC Aggregator, and Trident ECC Aggregator desires to accept from the Trident V Funds the Contributed Interests;

NOW, THEREFORE, in consideration of the mutual benefits to be derived herefrom, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

1. Contribution, Assignment and Transfer of the Contributed Interest. Each Trident Fund hereby contributes, transfers and assigns its respective Contributed Interests to Trident ECC Aggregator, and ECC Aggregator hereby accepts such contribution, transfer and assignment, in exchange for equity interests in Trident ECC Aggregator.

2. Further Assurances. The Parties agree to execute and deliver such instruments and give such further assurances and perform such further acts as any other party may reasonably request and as may reasonably be necessary in connection with the matters contemplated hereby.

3. Successors and Assigns. This Agreement shall bind and inure to the benefit of the Parties and their successors and permitted transferees and assigns.

4. Governing Law. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the laws of the State of Delaware, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction.


5. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.

[Signature Pages Follow]

 

2


IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date first above written.

 

TRIDENT V, L.P.
By: Trident Capital V, L.P., as its general partner
By: DW Trident V, LLC, as its general partner
By:   /s/ Stephen Levey
  Name: Stephen Levey
  Title: Vice President
TRIDENT V PARALLEL FUND, L.P.
By: Trident Capital-PF, L.P., as its general partner
By: DW Trident V, LLC, as its general partner
By:   /s/ Stephen Levey
  Name: Stephen Levey
  Title: Vice President
TRIDENT V PROFESSIONALS FUND, L.P.
By: Stone Point GP Ltd., as its general partner
By:   /s/ Stephen Levey
  Name: Stephen Levey
  Title: Vice President and Assistant Secretary
TRIDENT ECC AGGREGATOR LP
By: Trident Capital IX, L.P., as its general partner
By: DW Trident GP, LLC, as its general partner
By:   /s/ Stephen Levey
  Name: Stephen Levey
  Title: Vice President


Exhibit A

 

Entity Name

  

Contributed Interests

Trident V    3,336,438 of ECC
Trident V Parallel    2,339,901 of ECC
Trident V Professionals    146,389 of ECC