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.
+++
Before making any voting decision, investors and security
holders are urged to read the definitive proxy statement(s), any
amendments or supplements thereto, any other soliciting materials
and any other documents to be filed with the SEC in connection with
the proposed transaction or incorporated by reference in the proxy
statements when they become available because they will contain
important information about the proposed transaction. The
current Board members (Robert J.
Boulware, Mark J. Schlafly,
T. Neil Bathon, and Jack L. Macdowell, Jr.) as well as the
Transaction-related nominee Board members (Mark Garbin, Sanjeev
Handa, Joan McCabe,
Brian Marcus, and Lauren Basmadjian) are considered participants
in the solicitation of votes in the forthcoming proxy
statement. Only Mr. Boulware holds shares of the Fund (11,195
shares). Investors and security holders may obtain free copies of
these documents (when they are available) on the SEC's web site at
www.sec.gov and on the Fund's website at www.VCIF.us.
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. 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.
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SOURCE Vertical Capital Income Fund