Carlyle Credit Income Fund (CCIF) News

Carlyle Credit Income Fund Announces Private Placement of Convertible Preferred Shares and Registered Direct Placement of Common Shares (8/27/24)

Carlyle Credit Income Fund (the “Fund”) (NYSE: CCIF), an externally managed closed-end fund focused on investing in primarily equity and junior debt tranches of collateralized loan obligations, has entered into a Purchase Agreement with certain institutional investors for the purchase and sale of approximately 11,517 shares of the Fund’s 7.125% Series B Convertible Preferred Shares due August 2029 (the “Convertible Preferred Shares”), liquidation preference $1,000.00 per share. The Fund expects to receive net proceeds (before expenses) from the sale of the Convertible Preferred Shares of approximately $10.6 million. The offering is expected to close on or about August 27, 2024, subject to the satisfaction of customary closing conditions.

The Convertible Preferred Shares pay a quarterly dividend at a fixed annual rate of 7.125% of the liquidation preference, or $71.25 per share, per year.

The Fund is required to redeem, out of funds legally available therefor, all outstanding Convertible Preferred Shares on August 27, 2029, or the “Term Redemption Date,” at a price equal to the liquidation preference plus an amount equal to accumulated but unpaid dividends and distributions, if any, on such shares (whether or not earned or declared, but excluding interest on such dividends) to, but excluding, the Term Redemption Date.

At any time on or after February 27, 2025, at the Fund’s sole option, the Fund may redeem, from time to time, the Convertible Preferred Shares in whole or in part, out of funds legally available for such redemption, at a price per share equal to the sum of the liquidation preference plus an amount equal to accumulated but unpaid dividends, if any, on such shares (whether or not earned or declared, but excluding interest on such dividends) to, but excluding, the date fixed for such redemption.

Each holder of a Convertible Preferred Share shall have the right, at such holder’s option, to convert any such Convertible Preferred Share, at any time on or after the date six months after the issuance date of the Convertible Preferred Share (the “Convertibility Date”) and prior to the close of business on the business day immediately preceding the Term Redemption Date, into such number of common shares of beneficial interest (“Common Shares”) equal to the liquidation preference of the Convertible Preferred Share plus an amount equal to all unpaid dividends and distributions on such Share accumulated to (but excluding) the date of exercise, divided by the Conversion Price. The “Conversion Price” is the greater of (i) the market price per Common Share, the average official closing price for the five (5) trading days immediately prior to the date of exercise, or (ii) the Fund’s most recently reported net asset value per Common Share immediately prior to the date of exercise.

The Convertible Preferred Shares will not be listed on any exchange and may not be transferred without the consent of the Fund.

Additional information regarding the Convertible Preferred Shares is included in a Current Report on Form 8-K to be filed with the U.S. Securities and Exchange Commission (“SEC”).

The Convertible Preferred Shares were offered directly to the purchasers without a placement agent, underwriter, broker or dealer.

The Convertible Preferred Shares and the Common Shares into which the Convertible Preferred Shares are convertible are being issued in reliance upon an exemption from registration under the Securities Act of 1933 (the “Securities Act”) and have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy the Convertible Preferred Shares, nor shall there be any sale of Convertible Preferred Shares in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such jurisdiction.

Concurrently, the Fund has entered into a Purchase Agreement with certain institutional investors for the purchase and sale of Common Shares in a registered direct placement pursuant to the Fund’s effective shelf registration statement filed with the SEC. The Fund has agreed to sell 1,444,865 Common Shares at a price of $7.9592 per Common Share. The offering is expected to close on or about June 30, 2022, subject to the satisfaction of customary closing conditions. The Fund expects to receive net proceeds (before expenses) from the sale of Common Shares of approximately $11.5 million.

The Common Shares were offered directly to the purchasers without a placement agent, underwriter, broker or dealer.

The offering of Common Shares may be made only by means of a prospectus.

Investors should consider the investment objectives and policies, risk considerations, charges and expenses of the Fund carefully before investing. The prospectus supplement, dated August 26, 2024, and accompanying prospectus, dated September 23, 2023, each of which has been filed with the SEC, contain a description of these matters and other important information about the Fund and should be read carefully before investing.

Copies of the prospectus supplement and accompanying prospectus may be obtained by emailing investorrelations @.

Investors may also obtain these documents free of charge from the SEC’s website at www.sec.gov.

The information in the prospectus supplement, the accompanying prospectus and this press release is not complete and may be changed. This press release shall not constitute an offer to sell or a solicitation to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer or solicitation or sale would be unlawful prior to registration or qualification under the laws of such state or jurisdiction.

The Fund intends to use the net proceeds from the offerings to acquire investments in accordance with our investment objectives and strategies, to make distributions to our shareholders and for general working capital purposes.

About Carlyle Credit Income Fund

Carlyle Credit Income Fund (NYSE: CCIF) is an externally managed closed-end fund focused on investing in primarily equity and junior debt tranches of collateralized loan obligations (“CLOs”). The CLOs are collateralized by a portfolio consisting primarily of U.S. senior secured loans with a large number of distinct underlying borrowers across various industry sectors. CCIF is externally managed by Carlyle Global Credit Investment Management L.L.C. (“CGCIM”), an SEC-registered investment adviser and wholly owned subsidiary of Carlyle. CCIF draws upon the significant scale and resources of Carlyle as one of the world's largest CLO managers.

Web: www.carlylecreditincomefund.com

Carlyle Credit Income Fund Announces Fourth Quarter and Full Year 2023 Financial Results and Declares Monthly Common and Preferred Dividends (11/29/23)

NEW YORK, Nov. 29, 2023 /PRNewswire/ -- Carlyle Credit Income Fund ("we," "us," "our," "CCIF" or the "Fund") (NYSE: CCIF) today announced its financial results for its fourth quarter and full year 2023, ending September 30, 2023. The full detailed presentation of the Fund's financial results can be viewed here.

Lauren Basmadjian, CCIF's Chief Executive Officer said, "We are pleased with the success of the Fund's transition plan and have now fully deployed the portfolio into a diversified pool of CLO investments, leveraging Carlyle's expertise as one of the largest CLO managers globally. Carlyle remains highly committed to the success of CCIF with a 41% ownership in the Fund."

The Fund's successful transition plan included the following:

- Carlyle Global Credit Investment Management LLC ("CGCIM") becoming the investment advisor of the fund on July 14, 2023 and the strategy was changed to investing in the debt and equity tranches of CLOs;

- Carlyle successfully deployed the initial cash proceeds into a diverse pool of CLO equity generating a GAAP yield of over 18% on cost basis;

- CCIF declared a monthly dividend of $0.0994, equating to a 14.2% annualized dividend based on NAV at September 30, 2023 higher than the 12.0% target dividend yield previously disclosed to investors;

- Completion of the $25 million tender offer and $15 million investment via newly issued shares and private share purchase resulting in Carlyle holding 41% of the common stock of CCIF; and

Subsequent to quarter end, CCIF leveraged the fund to meet our target leverage of 0.25x - 0.40x through the issuance of $52 million of 8.75% Series A Term Preferred Stock due 2028.

Net investment income for the fourth quarter of 2023 was $(0.14) per common share due to non-recurring expenses incurred by the prior advisor in connection with transaction that resulted in CGCIM becoming the investment advisor of the fund on July 14, 2023. From the close of business on July 14, 2023 to September 30, 2023, net investment income was $0.13 per common share, and net asset value per common share increased 1.8% from $8.27. Net investment income in the fourth quarter was further depressed as cash was deployed throughout the quarter ending September 30, 2023 and CCIF remained unlevered through the end of the quarter. The total fair value of our investments was $93.9 million as of September 30, 2023.

Dividends

CCIF is declaring a monthly dividend on shares of the Fund's common stock of $0.0994 per share for December 2023, and January and February 2024. The monthly dividend represents an annualized yield of 15.76% based on closing share price of $7.57 on November 27, 2023.

CCIF is also pleased to announce the declaration of dividends on shares of the Fund's 8.75% Series A Term Preferred Shares of $0.1823 per share for December 2023, and January and February 2024.

The Fund will host a conference call at 12:00 p.m. EDT on Thursday, November 30, 2023 to discuss its fourth quarter and full year 2023 financial results. Please register for the conference call here. The conference call information will also be available via a link on Carlyle Credit Income Fund's website and the recording will be available on our website soon after the call's completion.

About Carlyle Credit Income Fund

Carlyle Credit Income Fund (NYSE: CCIF) is an externally managed closed-end fund focused on investing in primarily equity and junior debt tranches of collateralized loan obligations ("CLOs"). The CLOs are collateralized by a portfolio consisting primarily of U.S. senior secured loans with a large number of distinct underlying borrowers across various industry sectors. CCIF is externally managed by Carlyle Global Credit Investment Management L.L.C. ("CGCIM"), an SEC-registered investment adviser and wholly owned subsidiary of Carlyle. CCIF draws upon the significant scale and resources of Carlyle as one of the world's largest CLO managers.

Web: www.carlylecreditincomefund.com

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Carlyle Credit Income Fund (CCIF) Completes Initial Transition Plan, Declares Monthly Dividends and Announces August 31, 2023 Net Asset Value (9/12/23)

NEW YORK, Sept. 12, 2023 /PRNewswire/ -- Carlyle Credit Income Fund (the "Fund" or "CCIF") (NYSE: CCIF) today is pleased to announce the early completion of the initial transition plan following the appointment of Carlyle Global Credit Investment Management L.L.C., an affiliate of Carlyle (together with their affiliates, "Carlyle"), as CCIF's external investment adviser. The transition plan included the following steps:

1. Carlyle completed the $10 million one-time Payment to the Fund's shareholders of record on July 14, 2023;

2. Carlyle completed the tender offer to purchase $25 million of CCIF shares on August 28, 2023;

3. Carlyle made an additional $15 million investment in CCIF in newly issued shares and private share purchase;
Successfully deployed the available initial cash proceeds for investments received from the portfolio sale announced on July 11, 2023, into a diverse pool of collateralized loan obligations (CLOs); and

4. Declaration of a monthly dividend for September, October, and November 2023 equating to a 14.0% annualized dividend, higher than the 12.0% target dividend yield previously disclosed to investors.

"We are excited to announce that Carlyle has completed the initial CCIF transition plan ahead of schedule," said Lauren Basmadjian, Chief Executive Officer of Carlyle Credit Income Fund. "We are pleased with the outcome which allowed us to increase the dividend and deliver NAV appreciation over a short period of time. We will continue to leverage Carlyle's expertise in CLOs to benefit the shareholders of CCIF."

CCIF is declaring a monthly dividend on shares of the Fund's common stock of $0.0994 per share for September, October, and November 2023. The dividends are payable on September 29, 2023, October 31, 2023, and November 30, 2023, respectively, to shareholders of record as of September 22, 2023, October 19, 2023, and November 17, 2023, respectively. The monthly dividend represents an annualized yield of 14.0% based on $8.52 net asset value as of August 31, 2023.

Net asset value has increased from $8.27 at closing of the transaction to $8.52 as of August 31, 2023. The increase is primarily driven by an appreciation of value of the CLOs held by the Fund and the exit of one of the two remaining legacy real estate positions at a price substantially higher than the Fund's mark.

Dividends on common stock are generally paid from net investment income (regular interest and dividends) and may also include capital gains and/or a return of capital. The specific tax characteristics of the dividends will be reported to the Company's shareholders on Form 1099 after the end of the 2023 calendar year.

Shares of closed-end funds often trade at a discount from their net asset value. The market price of Fund shares may vary from net asset value based on factors affecting the supply and demand for shares, such as Fund dividend rates relative to similar investments, investors' expectations for future dividend changes, the clarity of the Fund's investment strategy and future return expectations, and investors' confidence in the underlying markets in which the Fund invests. Fund shares are subject to investment risk, including possible loss of principal invested. No fund is a complete investment program and you may lose money investing in the Fund. An investment in the Fund may not be appropriate for all investors. Before investing, prospective investors should consider carefully the Fund's investment objective, risks, charges and expenses. For further details, please visit Carlyle Credit Income Fund's website at www.carlylecreditincomefund.com.

This release may contain forward-looking statements relating to the business and financial outlook of Carlyle Credit Income Fund that are based on the Fund's current expectations, estimates, forecasts and projections and are not guarantees of future performance. There is no assurance that CCIF will achieve its investment objective. Actual results may differ materially from those in the forward-looking statements, and you should not place undue reliance on any such statements. A number of important factors could cause actual results to differ materially from the forward-looking statements contained in this release.

About Carlyle Credit Income Fund

Carlyle Credit Income Fund (NYSE: CCIF) is an externally managed closed-end fund focused on investing in primarily equity and junior debt tranches of collateralized loan obligations ("CLOs"). The CLOs are collateralized by a portfolio consisting primarily of U.S. senior secured loans with a large number of distinct underlying borrowers across various industry sectors. With Carlyle (NASDAQ: CG) as its investment adviser, CCIF draws upon the significant scale and resources of Carlyle as one of the world's largest CLO managers. For more information visit www.carlylecreditincomefund.com.

About Carlyle

Carlyle (NASDAQ: CG) is a global investment firm with deep industry expertise that deploys private capital across three business segments: Global Private Equity, Global Credit and Global Investment Solutions. With $385 billion of assets under management as of June 30, 2023, Carlyle's purpose is to invest wisely and create value on behalf of its investors, portfolio companies and the communities in which we live and invest. Carlyle employs more than 2,200 people in 29 offices across five continents. Further information is available at www.carlyle.com. Follow Carlyle on Twitter @OneCarlyle.

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Tender Offer Final Results (8/30/23)

Accepted for purchase 3,012,049 Shares properly tendered and not properly withdrawn before the Expiration Date at a purchase price of $8.30 per Share for an aggregate purchase price of $25,000,006.70, excluding fees and expenses relating to the Offer.

Offer was oversubscribed and pursuant to the terms of the Offer, Shares have been accepted on a pro rata basis. The Purchaser has been advised by Equiniti Trust Company, LLC, the depositary for the Offer, that the proration factor for the Offer is approximately 40.3%.

https://www.sec.gov/Archives/edgar/data/1517767/000119312523224281/d518782dsctota.htm

Tender Offer extended to 8/28/23.

https://www.sec.gov/Archives/edgar/data/1517767/000119312523213467/d408629dsc14d9a.htm

Offer extended In response to certain comments raised the SEC.

Offer amended to state a fixed purchase price and maximum number of Shares that will be purchased based on the Company’s net asset value per Share as of August 14, 2023.

Items 1 through 11 of the Schedule TO are hereby amended and supplemented to reflect the amendment of the Offer to provide that the Purchaser is offering to purchase up to 3,012,049 Shares of the Company at a price equal to $8.30 per Share, which is the Company’s net asset value per Share at August 14, 2023.

https://www.sec.gov/Archives/edgar/data/1517767/000119312523213446/d408486dsctota.htm

Equiniti Trust Company, LLC, the depositary for the Offer, has advised the Purchaser that, as of 4:30 p.m., New York City Time, on August 11, 2023, an aggregate of approximately 4,811,063 Shares were validly tendered and received, and not validly withdrawn, pursuant to the Offer.

Carlyle Credit Income Fund (CCIF) Declares August 2023 Dividend and Announces July 31, 2023 Net Asset Value (8/10/23)

NEW YORK, Aug. 10, 2023 /PRNewswire/ -- Carlyle Credit Income Fund (the "Fund") (NYSE: CCIF) today is pleased to announce the declaration of a monthly dividend on shares of the Fund's common stock of $0.0551 per share, payable on August 31, 2023, to shareholders of record as of August 21, 2023. The monthly dividend remains in line with the July 2023 dividend of $0.0551 per share, which represented an annualized yield of 8.0% based on $8.27 net asset value as of the closing of the transaction and was paid to shareholders of record on July 31, 2023. The monthly dividend represents an annualized yield of 8.1% based on the midpoint of Management's unaudited estimate of the range of net asset value per share between $8.16 and $8.26 as of July 31, 2023.

CCIF successfully deployed 76.7% of the initial cash proceeds received from the portfolio sale announced on July 11, 2023, into a diverse pool of equity tranches of collateralized loan obligations (CLOs). The weighted average effective yield of our CLO equity investments at cost as of August 10th, 2023, is 18.7%. Carlyle leveraged its expertise and long-standing relationships within the CLO industry to deploy this capital on behalf of CCIF shareholders.

Dividends on common stock are generally paid from net investment income (regular interest and dividends) and may also include capital gains and/or a return of capital. The specific tax characteristics of the dividends will be reported to the Company's shareholders on Form 1099 after the end of the 2023 calendar year.

Shares of closed-end funds often trade at a discount from their net asset value. The market price of Fund shares may vary from net asset value based on factors affecting the supply and demand for shares, such as Fund dividend rates relative to similar investments, investors' expectations for future dividend changes, the clarity of the Fund's investment strategy and future return expectations, and investors' confidence in the underlying markets in which the Fund invests. Fund shares are subject to investment risk, including possible loss of principal invested. No fund is a complete investment program and you may lose money investing in the Fund. An investment in the Fund may not be appropriate for all investors. Before investing, prospective investors should consider carefully the Fund's investment objective, risks, charges and expenses. For further details, please visit Carlyle Credit Income Fund's website at www.carlylecreditincomefund.com.

This release may contain forward-looking statements relating to the business and financial outlook of Carlyle Credit Income Fund that are based on the Fund's current expectations, estimates, forecasts and projections and are not guarantees of future performance. There is no assurance that CCIF will achieve its investment objective. Actual results may differ materially from those in the forward-looking statements, and you should not place undue reliance on any such statements. A number of important factors could cause actual results to differ materially from the forward-looking statements contained in this release.

About Carlyle Credit Income Fund

Carlyle Credit Income Fund (NYSE: CCIF) is an externally managed closed-end fund focused on investing in primarily equity and junior debt tranches of collateralized loan obligations ("CLOs"). The CLOs are collateralized by a portfolio consisting primarily of U.S. senior secured loans with a large number of distinct underlying borrowers across various industry sectors. With Carlyle (NYSE: CG) as its investment adviser, CCIF draws upon the significant scale and resources of Carlyle as one of the world's largest CLO managers. For more information visit www.carlylecreditincomefund.com.

About Carlyle

Carlyle (NASDAQ: CG) is a global investment firm with deep industry expertise that deploys private capital across three business segments: Global Private Equity, Global Credit and Global Investment Solutions. With $385 billion of assets under management as of June 30, 2023, Carlyle's purpose is to invest wisely and create value on behalf of its investors, portfolio companies and the communities in which we live and invest. Carlyle employs more than 2,200 people in 29 offices across five continents. Further information is available at www.carlyle.com. Follow Carlyle on Twitter @OneCarlyle.

Vertical Capital Income Fund Announces Appointment of Carlyle as Investment Manager and Rebrand to Carlyle Credit Income Fund (7/17/23)

- Company Changes Investment Mandate to Focus on Investing in CLOs

- Will Trade Under New Stock Ticker 'CCIF'

- Carlyle Completes Previously-Announced $10 Million One-Time Payment to Company Shareholders of Record

- Carlyle Will Launch $25 Million Tender Offer for Company Shares on July 18, 2023

- Company Board of Trustees Declares July Dividend of $0.0551

NEW YORK, July 17, 2023 /PRNewswire/ -- Vertical Capital Income Fund (NYSE: VCIF) ("VCIF" or the "Company") today announced that it has changed its corporate name from VCIF to Carlyle Credit Income Fund ("CCIF") in connection with the closing of the previously announced transaction with global investment firm, Carlyle (NYSE: CG), and will begin trading under its new corporate name effective tomorrow. The Company will trade under the New York Stock Exchange ticker symbol CCIF, effective before the market opens on July 27, 2023. As part of the transaction closing, the Company will now focus on investing in equity and debt tranches of collateralized loan obligations ("CLOs") in order to drive potential shareholder value.

In addition, Carlyle Global Credit Investment Management L.L.C., an affiliate of Carlyle (together with their affiliates, "Carlyle"), was appointed as CCIF's external investment adviser, replacing Oakline Advisors, LLC, after shareholders voted to approve, among other things, a new investment advisory agreement between the Company and Carlyle at a special shareholder meeting held on June 15, 2023. The special shareholder meeting voting results were reported in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on June 15, 2023.

Carlyle has been investing in the credit markets for more than 20 years and is currently one of the world's largest CLO managers. Carlyle's seasoned team of investment professionals have extensive experience investing in, managing, and structuring CLOs. In addition, CCIF is able to leverage the broad resources of Carlyle, including the 20+ research analysts who support the firm. Carlyle currently has more than $150 billion in credit assets under management across a broad range of strategies, including liquid credit, private credit, and real assets credit.

"CLOs have a multi-decade track record of performing throughout various credit cycles and generating attractive total returns," said Lauren Basmadjian, newly appointed Chief Executive Officer of CCIF. "This is an exciting time in the credit markets, and we are ready to capitalize on the opportunities CLOs offer on behalf of CCIF's investors."

As previously announced, Carlyle has made a special one-time payment to CCIF shareholders of $10,000,000, or approximately $0.96 per share. The one-time payment was made to Company shareholders of record as of the close of business on July 14, 2023.

In addition, Carlyle has made a $40 million equity commitment to CCIF, creating increased alignment between Carlyle and Company shareholders. Carlyle will launch a tender offer on July 18, 2023 for the purchase of up to $25,000,000 of CCIF shares. This is intended to provide CCIF shareholders with increased liquidity after the transaction closed. Carlyle will also make an investment in CCIF of at least $15,000,000 in newly issued shares and private share purchases. More information can be found in the Company's January 12, 2023 press release announcing its definitive transaction agreement with Carlyle, and the Company's definitive proxy statement dated May 22, 2023.

On July 17, 2023, the Company Board of Trustees declared a monthly common dividend of $0.0551, which is payable on July 31, 2023 to Company shareholders of record as of July 25, 2023. The monthly dividend represents an annualized yield of 8.0% based on $8.27 net asset value as of the closing of the transaction.

CCIF has launched a new website at www.carlylecreditincomefund.com, where more information about the Company and new management team can be found.

The tender offer described in this release has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell securities. At the time the tender offer is commenced, Carlyle will file with the SEC a tender offer statement on Schedule TO. Investors and security holders are strongly advised to read the tender offer statement (including an offer to purchase, letter of transmittal and related tender offer documents) and the related solicitation/recommendation statement on Schedule 14D-9 that will be filed by CCIF with the SEC, because they will contain important information. These documents will be available at no charge on the SEC's website at www.sec.gov. In addition, a copy of the offer to purchase, letter of transmittal and certain other related tender offer documents (once they become available) may be obtained free of charge at www.carlyle.com. A copy of the tender offer statement and the solicitation/recommendation statement will be made available to all of the security holders free of charge at www.carlylecreditincomefund.com.

This release contains forward-looking statements relating to the business and financial outlook of CCIF that are based on CCIF's current expectations, estimates, forecasts and projections and are not guarantees of future performance. There is no assurance that CCIF will achieve its investment objective. Actual results may differ materially from those expressed in these forward-looking statements, and you should not place undue reliance on any such statements. A number of important factors could cause actual results to differ materially from the forward-looking statements contained in this release.

About Carlyle Credit Income Fund

Carlyle Credit Income Fund (NYSE: CCIF) is an externally managed closed-end fund focused on investing in primarily equity and junior debt tranches of collateralized loan obligations ("CLOs"). The CLOs are collateralized by a portfolio consisting primarily of U.S. senior secured loans with a large number of distinct underlying borrowers across various industry sectors. With Carlyle (NYSE: CG) as its investment adviser, CCIF draws upon the significant scale and resources of Carlyle as one of the world's largest CLO managers. For more information visit www.carlylecreditincomefund.com.

About Carlyle

Carlyle (NASDAQ: CG) is a global investment firm with deep industry expertise that deploys private capital across three business segments: Global Private Equity, Global Credit and Global Investment Solutions. With $381 billion of assets under management as of March 31, 2023, Carlyle's purpose is to invest wisely and create value on behalf of its investors, portfolio companies and the communities in which we live and invest. Carlyle employs more than 2,200 people in 29 offices across five continents. Further information is available at www.carlyle.com. Follow Carlyle on Twitter @OneCarlyle.

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Conditions Met (7/12/23)

Vertical Capital Income Fund (NYSE: VCIF) announced that all conditions to the closing of the previously-announced and shareholder-approved transaction with an affiliate of global investment firm The Carlyle Group Inc. (NASDAQ: CG) have been met and the Transaction will close shortly after the close of business on Friday, July 14, 2023. In connection with closing and pursuant to the terms of the transaction agreement, an affiliate of Carlyle will make a special one-time payment to the Fund’s shareholders of record as of the close of business on Friday, July 14, 2023, in an aggregate amount equal to $10,000,000, or approximately $0.96 per share. Such payment is not subject to any conditions or contingencies and is expected to be made the week following the closing of the Transaction. The ex-dividend date in respect of such special payment will be before market open on Thursday, July 13, 2023. Additionally, the Fund’s name will be changed to “Carlyle Credit Income Fund” effective following the closing of the Transaction.

https://www.sec.gov/ix?doc=/Archives/edgar/data/1517767/000119312523185936/d520929d8k.htm

Vertical Capital Income Fund Announces Sale of Majority of Investment Portfolio in Advance of Expected New Investment Advisory Agreement with Carlyle (7/11/23)

DALLAS, July 11, 2023 /PRNewswire/ -- Vertical Capital Income Fund (NYSE: VCIF) (the "Fund") announced today that after engaging a third-party broker and conducting an extensive competitive bidding process, it has selected two winning bidders for a significant majority of its investment portfolio. Each winning bidder has acquired a portion of the Fund's investment portfolio in a sales process conducted to satisfy certain conditions to the closing of a previously-announced and shareholder-approved transaction (the "Transaction") with an affiliate of global investment firm Carlyle (NASDAQ: CG).

The Fund will invest the sales proceeds in cash equivalents in anticipation of the closing of the Transaction (which remains subject to other closing conditions). Consequently, the Fund will generate reduced investment income while the proceeds are in cash equivalents. Based upon the expected proceeds from this sale, which resulted in aggregate proceeds lower than the book value of the combined assets due to the significant sale needed to facilitate the Transaction, the Fund has adjusted its net asset value per share ("NAV") from $9.96 as last reported on June 30, 2023, to $8.27 as of today. Additionally, the current Fund Board has terminated the Fund's Managed Distribution Plan and suspended its existing distribution policy, and the Fund will not declare its typical regularly scheduled July distribution in anticipation of a new dividend declaration that is expected to be made by Carlyle and the Fund Board before month's end following the closing of the Transaction.

As part of the Transaction with an affiliate of Carlyle, Carlyle Global Credit Investment Management L.L.C. ("CGCIM") will become the investment adviser to the Fund. In addition, the Fund's investment mandate will change to focus on investing in equity and debt tranches of collateralized loan obligations ("CLOs") in order to drive potential shareholder value.

Under the terms of the transaction agreement, if certain closing conditions are satisfied, at the closing of the Transaction, CGCIM or an affiliate will make a special one-time payment to the Fund's shareholders as of the closing date of $10,000,000, or approximately $0.96 per share. In addition, CGCIM or an affiliate will make a $40,000,000 equity investment in the Fund in multiple transactions, including (1) the purchase of up to $25,000,000 of shares through a tender offer and (2) an investment of at least $15,000,000 in newly issued shares and private share purchases. All transactions are expected to occur at prices that are equal to (or greater than) the Fund's then-current NAV. As a result of these transactions and assuming the tender offer is fully subscribed, Carlyle is expected to own approximately 35% of the Fund.

"After careful consideration, the Board believes that refocusing the Fund's strategy to invest in CLOs may add significant value for our investors. We believe the Transaction is in the best interests of shareholders and is the result of our previously announced initiative to explore strategic options for the Fund," said Robert J. Boulware, the Fund's Lead Independent Trustee and Chairman of the Board of Trustees.

Carlyle has been investing in the credit markets for more than 20 years and is currently the world's second largest CLO manager[1]. The firm currently has more than $150 billion in credit assets under management across a broad range of strategies, including illiquid credit, liquid credit, and real assets credit.

Subject to the satisfaction of other closing conditions, the Transaction is expected to close this week. If the Transaction closes, the Fund's existing investment adviser, Oakline Advisors, LLC, will resign in conjunction with the closing of the Transaction and the effectiveness of the Fund's new investment advisory agreement with CGCIM.

Ladenburg Thalmann & Co. Inc. served as financial advisor to the Fund, and Thompson Hine LLP served as legal counsel to the Fund and the independent Trustees of the Fund's Board. Simpson Thacher & Bartlett LLP served as legal counsel to CGCIM.

The tender offer described in this release has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell securities. At the time the tender offer is commenced, Carlyle will file with the SEC a tender offer statement on Schedule TO. Investors and security holders are strongly advised to read the tender offer statement (including an offer to purchase, letter of transmittal and related tender offer documents) and the related solicitation/recommendation statement on Schedule 14D-9 that will be filed by the Fund with the SEC, because they will contain important information. These documents will be available at no charge on the SEC's website at www.sec.gov. In addition, a copy of the offer to purchase, letter of transmittal and certain other related tender offer documents (once they become available) may be obtained free of charge at www.carlyle.com. A copy of the tender offer statement and the solicitation/recommendation statement will be made available to all of the security holders free of charge at www.VCIF.us.

This release contains forward-looking statements relating to the business and financial outlook of the Fund that are based on the Fund's current expectations, estimates, forecasts and projections and are not guarantees of future performance. There is no assurance that the Fund will achieve its investment objective. Actual results may differ materially from those expressed in these forward-looking statements, and you should not place undue reliance on any such statements. A number of important factors could cause actual results to differ materially from the forward-looking statements contained in this release.

About Vertical Capital Income Fund

Vertical Capital Income Fund is an NYSE-listed closed-end fund that seeks monthly income by investing primarily in performing non-agency residential whole loans secured by real estate. As a secondary strategy Vertical Capital Income Fund aims to provide total return by acquiring performing residential loans at a discount to the unpaid principal balance. Vertical Capital Income Fund realizes capital gains as loans are paid off before maturity. For more information visit VCIF.us and connect with Vertical Capital Income Fund on Twitter.

About Carlyle

Carlyle (NASDAQ: CG) is a global investment firm with deep industry expertise that deploys private capital across three business segments: Global Private Equity, Global Credit and Global Investment Solutions. With $381 billion of assets under management as of March 31, 2023, Carlyle's purpose is to invest wisely and create value on behalf of its investors, portfolio companies and the communities in which we live and invest. Carlyle employs more than 2,200 people in 29 offices across five continents. Further information is available at www.carlyle.com. Follow Carlyle on Twitter @OneCarlyle.

About Oakline Advisors, LLC

Oakline Advisors, LLC is the adviser to Vertical Capital Income Fund. Founded in 2013, Oakline Advisors, LLC is an SEC-registered investment adviser that specializes in the residential whole loan market. It is a wholly owned subsidiary of Dallas, Texas-based Behringer. Since its inception in 1989, Behringer, together with its affiliates, has raised equity of more than $6 billion in assets through public and private fund structures. For more information about Oakline and Behringer please visit their respective websites at oaklineadvisors.com and behringerinvestments.com.

[1] According to Creditflux, as of 3/31/23, Carlyle is the world's second largest CLO manager by principal liabilities (debt + equities) with $49.78 billion in CLOs under management.

https://www.prnewswire.com/news-releases/vertical-capital-income-fund-announces-sale-of-majority-of-investment-portfolio-in-advance-of-expected-new-investment-advisory-agreement-with-carlyle-301874330.html

Additional Solicitation Materials (5/23/23)

https://www.sec.gov/Archives/edgar/data/1517767/000158064223002859/vertical_defa14a.htm

Proxy Statement (5/22/23)

https://www.sec.gov/Archives/edgar/data/1517767/000158064223002832/vertical_def14a.htm

Vertical Capital Income Fund Announces Transaction and Board Approval of New Investment Advisory Agreement with Carlyle (1/12/23)

DALLAS, Jan. 12, 2023 /PRNewswire/ -- Vertical Capital Income Fund (NYSE: VCIF) (the "Fund") announced today that it has entered into a transaction agreement with an affiliate of global investment firm Carlyle (NASDAQ: CG), whereby upon obtaining approval by the Fund's shareholders Carlyle Global Credit Investment Management L.L.C. ("CGCIM") will become the investment adviser to the Fund (the "Transaction"). In addition, the Fund's investment mandate will change to focus on investing in equity and debt tranches of collateralized loan obligations ("CLOs") in order to drive potential shareholder value.

Under the terms of the transaction agreement, if shareholders approve a new investment advisory agreement with CGCIM and the other closing conditions are satisfied, at the closing of the Transaction, CGCIM or an affiliate will make a special one-time payment to the Fund's shareholders of $10,000,000, or approximately $0.96 per share. In addition, CGCIM or an affiliate will make a $50,000,000 equity commitment to shareholders and/or the Fund in multiple transactions, including (1) the purchase of up to approximately $25,000,000 through a tender offer and (2) an investment of approximately $25,000,000 in newly issued shares and private share purchases. All transactions are expected to occur at prices that are equal to (or greater than) the Fund's then-current net asset value per-share. As a result of these transactions and assuming the tender offer is fully subscribed, Carlyle is expected to own approximately 40% of the Fund.

The Fund's Board of Trustees has unanimously approved the proposed Transaction and will recommend that the Fund's shareholders approve the new investment advisory agreement with CGCIM, along with certain other elements of the Transaction. Additionally, the Fund's four largest institutional shareholders have signed voting, support and standstill agreements. The Fund intends to hold a special meeting of shareholders as soon as practicable to obtain requisite shareholder approvals.

"After careful consideration, the Board believes that refocusing the Fund's strategy to invest in CLOs, may add significant value for our investors. We believe the Transaction is in the best interest of shareholders and is the result of our previously announced initiative to explore strategic options for the Fund," said Robert J. Boulware, the Fund's Lead Independent Trustee and Chairman of the Board of Trustees.

Carlyle has been investing in the credit markets for more than 20 years and is currently the world's largest CLO manager[1]. The firm currently has more than $141 billion in credit assets under management across a broad range of strategies, including illiquid credit, liquid credit, and real assets credit.

The transaction is subject to approval by the Fund's shareholders and other conditions, and is expected to close in the first half of 2023. The Fund's existing adviser, Oakline Advisors, LLC, will resign in conjunction with closing of the Transaction and the effectiveness of the new investment advisory agreement.

Additional information about the Transaction will be provided in a proxy statement that the Fund will provide in connection with the special meeting of shareholders to approve the new investment advisory agreement and certain related proposals.

Ladenburg Thalmann & Co. Inc. served as financial advisor to the Fund, and Thompson Hine LLP served as legal counsel to the Fund and the independent Trustees of the Fund's Board. Simpson Thacher & Bartlett LLP served as legal counsel to CGCIM.

About Vertical Capital Income Fund

Vertical Capital Income Fund is an NYSE-listed closed-end fund that seeks monthly income by investing primarily in performing non-agency residential whole loans secured by real estate. As a secondary strategy Vertical Capital Income Fund aims to provide total return by acquiring performing residential loans at a discount to the unpaid principal balance. The Fund realizes capital gains as loans are paid off before maturity. For more information visit VCIF.us and connect with the Fund on Twitter.

About Carlyle

Carlyle (NASDAQ: CG) is a global investment firm with deep industry expertise that deploys private capital across three business segments: Global Private Equity, Global Credit and Global Investment Solutions. With $369 billion of assets under management as of September 30, 2022, Carlyle's purpose is to invest wisely and create value on behalf of its investors, portfolio companies and the communities in which we live and invest. Carlyle employs more than 2,100 people in 29 offices across five continents. Further information is available at www.carlyle.com. Follow Carlyle on Twitter @OneCarlyle.

About Oakline Advisors, LLC

Oakline Advisors, LLC is the adviser to Vertical Capital Income Fund. Founded in 2013, Oakline Advisors, LLC is an SEC-registered investment adviser that specializes in the residential whole loan market. It is a wholly owned subsidiary of Dallas, Texas-based Behringer. Since its inception in 1989, Behringer, together with its affiliates, has raised equity of more than $6 billion in assets through public and private fund structures. For more information about Oakline and Behringer please visit their respective websites at oaklineadvisors.com and behringerinvestments.com.

[1] According to Creditflux, as of 9/30/22, Carlyle is the world's largest CLO manager by principal liabilities (debt + equities) with $48.57 billion in CLOs under management.

https://www.prnewswire.com/news-releases/vertical-capital-income-fund-announces-transaction-and-board-approval-of-new-investment-advisory-agreement-with-carlyle-301720839.html