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@carlylecreditincomefund.com, or by calling 1
(866) 277-8243.
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
CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking
statements that involve substantial risks and uncertainties. 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. 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. We undertake no obligation to update or
revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise, except as required
by law.
Contacts:
Investors: |
Media: |
Jane Cai |
Kristen Greco
Ashton |
+1 (866)
277-8243 |
+1 (212)
813-4763 |
investorrelations@carlylecreditincomefund.com |
kristen.ashton@carlyle.com |
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