Carlyle Credit Income Fund SC 14D9/A, filed Aug 15, 2023
Carlyle Credit Income Fund (CCIF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 1)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
Carlyle Credit Income Fund
(Name of Subject Company)
Carlyle Credit Income Fund
(Names of Persons Filing Statement)
SHARES OF BENEFICIAL INTEREST
(Title of Class of Securities)
92535C104
(CUSIP Number of Class of Securities)
Carlyle Credit Income Fund
Jeffrey Ferguson
The Carlyle Group
1001 Pennsylvania Avenue, NW
Suite 220 South
Washington, D.C. 20004
(202) 729-5626
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of the persons filing statement)
With copies to:
| Jonathan L. Corsico, Esq. Rajib Chanda, Esq. Christopher Healey, Esq. Simpson Thacher & Bartlett LLP 900 G Street, NW Washington, D.C. 20001 (202) 636-5500 |
Marisa Stavenas, Esq. John G. O’Connell, Esq. Simpson Thacher & Bartlett LLP (212) 455-2000 |
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Amendment No. 1 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 originally filed by Carlyle Credit Income Fund (f/k/a Vertical Capital Income Fund), a Delaware statutory trust (the “Company”), on July 18, 2023 (the “Schedule 14D-9”) in connection with the offer of CG Subsidiary Holdings L.L.C., a Delaware limited liability company (the “Purchaser”), to purchase shares of beneficial interest (the “Shares”) of the Company, upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 18, 2023 (as amended, the “Offer to Purchase”), which was previously filed as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO originally filed by the Purchaser on July 18, 2023, as amended on August 14, 2023 to extend the Expiration Date of the Offer to 11:59 p.m., New York City time, on August 28, 2023 unless further extended, and August 15, 2023 as described below (as amended, the “Schedule TO”), and in the related Letter of Transmittal (as amended, the “Letter of Transmittal”), which was previously filed with the Schedule TO as Exhibit (a)(1)(B), which collectively constitute the “Offer.” All capitalized terms used but not otherwise defined in this Amendment No. 1 have the meanings ascribed to such terms in the Offer to Purchase.
On August 15, 2023, the Purchaser amended the Offer to provide that the price per Share in the Offer is the Company’s net asset value per Share at August 14, 2023 (the original Expiration Date of the Offer) and therefore that the maximum number of Shares the Purchaser will purchase in the Offer is 3,012,049 (for a maximum purchase price of $25,000,006.70).
Except as otherwise set forth in this Amendment, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment.
| ITEM 4. | THE SOLICITATION OR RECOMMENDATION |
Item 4 of the Schedule 14D-9 is hereby amended and supplemented as follows:
The first bullet of the subsection of “Reasons for the Company Board Position” captioned “Offer Price” is hereby replace with the following:
| • | Offer Price. The Company Board considered that the Offer Price is $8.30, which is the Company’s net asset value per Share as of August 14, 2023. |
| ITEM 9. | EXHIBITS |
The following exhibits are filed herewith or incorporated herein by reference:
2
| * | Previously filed. |
3
SIGNATURE
After due 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.
| CARLYLE CREDIT INCOME FUND | ||
| By: | /s/ Lauren Basmadjian | |
| Name: Lauren Basmadjian | ||
| Title: Principal Executive Officer | ||
Dated: August 15, 2023
4