Carlyle Secured Lending, Inc. (together with its consolidated
subsidiaries, “we,” “us,” “our,” “CGBD” or the “Company”) (NASDAQ:
CGBD) today announced its financial results for its second quarter
ended June 30, 2024.
Justin Plouffe, CGBD’s Chief Executive Officer said, “Our core
middle-market strategy and active approach to portfolio management
continued to drive strong performance in the second quarter of
2024, as we maintained a dynamic approach to origination in an
increasingly competitive market. With increased volume during the
quarter, we capitalized on attractive origination opportunities,
and we see the potential for increased deal activity through
year-end. Overall, we remain pleased with our results and look
forward to continuing to deliver the consistent income and returns
our investors have come to expect from our portfolio.”
Net investment income for the second quarter of 2024
was $0.51 per common share, and net asset value per
common share decreased by 0.7% for the second quarter to $16.95
from $17.07 as of March 31, 2024. The total fair value of our
investments was $1.7 billion as of June 30, 2024.
On August 2, 2024, the Company entered into an Agreement and
Plan of Merger (the “Merger Agreement”) with Carlyle Secured
Lending III, a Delaware statutory trust (“CSL III”), Blue Fox
Merger Sub, Inc., a Maryland corporation and wholly-owned
subsidiary of the Company (“Merger Sub”), and, solely for the
limited purposes set forth therein, CSL III Advisor, LLC, a
Delaware limited liability company and investment adviser to CSL
III (“CSL III Advisor”), and Carlyle Global Credit Investment
Management, L.L.C. (the “Investment Adviser” and together with CSL
III Advisor, the “Advisors”), pursuant to which, on the terms and
subject to the conditions set forth in the Merger Agreement, (i)
Merger Sub will merge with and into CSL III, with CSL III
continuing as the surviving company and as a wholly-owned
subsidiary of the Company (the “Merger”) and (ii) immediately
thereafter, CSL III will merge with and into the Company, with the
Company continuing as the surviving company (together with the
Merger, the “Mergers”). In support of the Merger Agreement, Carlyle
has agreed to exchange its shares of CGBD convertible preferred
stock (the “Preferred Stock”) for a number of shares of CGBD common
stock equal to the quotient of (i) the aggregate liquidation
preference of the Preferred Stock and (ii) the CGBD net asset value
per share, determined no earlier than 48 hours (excluding Sundays
and holidays) prior to the date of the merger. The transaction is
subject to customary closing conditions and is expected to close
during the first fiscal quarter of 2025.
The Company has issued a separate press release and
presentation, which provide additional detail on the Mergers. The
press release and presentation can also be found on our website.
The Company's Proxy Statement (as defined below) and Registration
Statement (as defined below) that it will file with the SEC in the
coming weeks will also contain important information on the
Mergers.
Dividends
On August 1, 2024, the Board of Directors declared a base
quarterly common dividend of $0.40 per share plus a supplemental
common dividend of $0.07 per share. The dividends are payable on
October 17, 2024 to common stockholders of record on
September 30, 2024.
On June 25, 2024, the Company declared a cash dividend on
the Preferred Stock for the period from April 1, 2024 to
June 30, 2024 in the amount of $0.438 per Preferred Share to
the holder of record on June 28, 2024.
Conference Call
The Company will host a conference call at 10:00 a.m. EST on
Monday, August 5, 2024 to discuss these quarterly financial
results. The conference call will be available via public webcast
via a link on Carlyle Secured Lending’s website and will also be
available on our website soon after the call’s completion.
Carlyle Secured Lending, Inc.
CGBD is an externally managed specialty finance company focused
on lending to middle-market companies. CGBD is managed by Carlyle
Global Credit Investment Management L.L.C., an SEC-registered
investment adviser and a wholly owned subsidiary of The Carlyle
Group Inc. Since it commenced investment operations in May 2013
through June 30, 2024, CGBD has invested approximately
$8.5 billion in aggregate principal amount of debt and equity
investments prior to any subsequent exits or repayments. CGBD’s
investment objective is to generate current income and capital
appreciation primarily through debt investments in U.S. middle
market companies. CGBD has elected to be regulated as a business
development company under the Investment Company Act of 1940, as
amended.
Web: carlylesecuredlending.com
About Carlyle
Carlyle (“Carlyle,” or the “Adviser”) (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
$435 billion of assets under management as of June 30,
2024, 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 employees
in 29 offices across four continents. Further information is
available at www.carlyle.com. Follow Carlyle on X @OneCarlyle and
LinkedIn at The Carlyle Group.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This press release may contain forward-looking statements that
involve substantial risks and uncertainties. Some of the statements
in this communication constitute forward-looking statements because
they are not historical facts, but instead relate to future events,
future performance or financial condition of CGBD, CSL III or the
Mergers. The forward-looking statements may include statements as
to: future operating results of CGBD and CSL III and distribution
projections; business prospects of CGBD and CSL III and the
prospects of their portfolio companies; and the impact of the
investments that CGBD and CSL III expect to make. You can identify
these statements by the use of forward-looking terminology such as
“anticipates,” “believes,” “expects,” “intends,” “will,” “should,”
“may,” “plans,” “continue,” “believes,” “seeks,” “estimates,”
“would,” “could,” “targets,” “projects,” “outlook,” “potential,”
“predicts” and variations of these words and similar expressions to
identify forward-looking statements, although not all
forward-looking statements include these words. The forward-looking
statements contained in this press release involve risks and
uncertainties. Certain factors could cause actual results and
conditions to differ materially from those projected, including the
uncertainties associated with (i) the timing or likelihood of the
Mergers closing; (ii) the expected synergies and savings associated
with the Mergers; (iii) the ability to realize the anticipated
benefits of the Mergers, including the expected elimination of
certain expenses and costs due to the Mergers; (iv) the percentage
of CGBD stockholders voting in favor of the proposals submitted for
their approval; (v) the possibility that competing offers or
acquisition proposals will be made; (vi) the possibility that any
or all of the various conditions to the consummation of the Mergers
may not be satisfied or waived; (vii) risks related to diverting
management’s attention from ongoing business operations; (viii) the
risk that stockholder litigation in connection with the Mergers may
result in significant costs of defense and liability; (ix) changes
in the economy, financial markets and political environment,
including the impacts of inflation and rising interest rates; (x)
risks associated with possible disruption in the operations of CGBD
and CSL III or the economy generally due to terrorism, war or other
geopolitical conflict (including the uncertainty surrounding
Russia’s military invasion of Ukraine and the impact of
geopolitical tensions in other regions such as the Middle East, and
developing tensions between China and the United States); (xi)
future changes in laws or regulations (including the interpretation
of these laws and regulations by regulatory authorities); (xii)
conditions in CGBD’s and CSL III’s operating areas, particularly
with respect to business development companies or regulated
investment companies; and (xiii) other considerations that may be
disclosed from time to time in CGBD’s and CSL III’s publicly
disseminated documents and filings. CGBD and CSL III have based the
forward-looking statements included in this press release on
information available to them on the date hereof, and they assume
no obligation to update any such forward-looking statements. You
should read statements that contain these words carefully because
they discuss our plans, strategies, prospects and expectations
concerning our business, operating results, financial condition and
other similar matters. We believe that it is important to
communicate our future expectations to our investors. There may be
events in the future, however, that we are not able to predict
accurately or control. You should not place undue reliance on these
forward-looking statements, which speak only as of the date on
which we make it. Factors or events that could cause our actual
results to differ, possibly materially from our expectations,
include, but are not limited to, the risks, uncertainties and other
factors we identify in the sections entitled “Risk Factors” and
“Cautionary Statement Regarding Forward-Looking Statements” in
filings we make with the Securities and Exchange Commission, and it
is not possible for us to predict or identify all of them. Although
CGBD and CSL III undertake no obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, you are advised to consult any
additional disclosures that they may make directly to you or
through reports that CGBD and CSL III have filed or in the future
may file with the Securities and Exchange Commission (“SEC”),
including the Proxy Statement and the Registration Statement (each
as defined below), annual reports on Form 10-K, quarterly reports
on Form 10-Q and current reports on Form 8-K.
Additional Information and Where to
Find It
In connection with the Mergers, CGBD plans to file with the SEC
and mail to its stockholders a proxy statement on Schedule 14A (the
“Proxy Statement”), CSL III plans to file with the SEC and mail to
its shareholders an information statement (the “Information
Statement”), and CGBD plans to file with the SEC a registration
statement on Form N-14 (the “Registration Statement”) that will
include the Proxy Statement, the Information Statement and a
prospectus of CGBD. The Proxy Statement, Information Statement and
the Registration Statement will each contain important information
about CGBD, CSL III, the Mergers and related matters. This press
release does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or
approval. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act. STOCKHOLDERS OF CGBD AND CSL III ARE URGED TO READ THE PROXY
STATEMENT, THE INFORMATION STATEMENT AND REGISTRATION STATEMENT,
AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC,
AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS,
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CSL III, CGBD, THE
MERGERS AND RELATED MATTERS. Investors and security holders will be
able to obtain the documents filed with the SEC free of charge at
the SEC’s website at http://www.sec.gov or, for documents filed by
CGBD, from CGBD’s website at carlylesecuredlending.com.
Participants in the Solicitation
CGBD, its directors, certain of its executive officers and
certain employees and officers of CGCIM and its affiliates may be
deemed to be participants in the solicitation of CGBD proxies in
connection with the Mergers. Information about the directors and
executive officers of CGBD is set forth in its proxy statement for
its 2024 Annual Meeting of Stockholders, which was filed with the
SEC on April 26, 2024. CSL III, its trustees, certain of its
executive officers and certain employees and officers of CSL III
Advisor and its affiliates may be deemed to be participants in the
solicitation of CGBD proxies in connection with the Mergers.
Information about the trustees and executive officers of CSL III is
set forth in its annual report on Form 10-K, which was filed with
the SEC on March 12, 2024. Information regarding the persons who
may, under the rules of the SEC, be considered participants in the
solicitation of the CGBD stockholders in connection with the
Mergers will be contained in the Proxy Statement when such document
becomes available. These documents may be obtained free of charge
from the sources indicated above.
No Offer or Solicitation
This press release is not, and under no circumstances is it to
be construed as, a prospectus or an advertisement and the
communication of press release is not, and under no circumstances
is it to be construed as, an offer to sell or a solicitation of an
offer to purchase any securities in CGBD, CSL III or in any fund or
other investment vehicle managed by the Advisors or any of their
respective affiliates.
Contacts:
Investors: |
Media: |
Nishil Mehta |
Kristen Greco Ashton |
+1-212-813-4918publicinvestor@carlylesecuredlending.com |
+1-212-813-4763kristen.ashton@carlyle.com |
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