AMENDMENT NO. 1 TO SCHEDULE TO
This Amendment No. 1 (this Amendment) amends and supplements the Tender Offer Statement on Schedule TO originally filed by CG Subsidiary
Holdings L.L.C., a Delaware limited liability company (the Purchaser), on July 18, 2023 (the Schedule TO) in connection with the Purchasers offer to purchase up to $25,000,000 in value of shares of beneficial
interest (the Shares), of Carlyle Credit Income Fund (f/k/a Vertical Capital Income Fund), a Delaware statutory trust (the Company), upon the terms and subject to the conditions set forth in the Offer to Purchase dated
July 18, 2023 (the Offer to Purchase), which was previously filed with the Schedule TO as Exhibit (a)(1)(A), and in the related Letter of Transmittal (the Letter of Transmittal), which was previously filed with the
Schedule TO as Exhibit (a)(1)(B), which, together with this Amendment collectively constitute the Offer.
In response to certain comments
raised by the Securities and Exchange Commission staff, the Purchaser is extending the Offer in this Amendment and will be further amending the Offer by separate amendment to state a fixed purchase price and maximum number of Shares that will be
purchased based on the Companys net asset value per Share as of August 14, 2023 (the original Offer Price (as defined in the Offer to Purchase) for the Offer).
Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the
extent relevant to the items in this Amendment.
Items 1 through 11.
Items 1 through 11 of the Schedule TO are hereby amended as specifically set forth herein. This Amendment is being filed solely to extend the Expiration Date
of the Offer to 11:59 p.m., New York City time, on August 28, 2023, from 11:59 p.m., New York City time, on August 14, 2023, unless the Offer is further extended. All references to the Expiration Date shall be deemed to refer
to 11:59 p.m., New York City time, on August 28, 2023, unless further extended. The Offer to Purchase and Letter of Transmittal are also hereby amended to reflect the Expiration Date as amended. Except as otherwise set forth in this Amendment,
the information set forth in the Schedule TO, including all exhibits thereto, remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. This Amendment should be read together with the Schedule
TO.
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.
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(a)(1)(A)* |
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Offer to Purchase, dated July 18, 2023 |
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(a)(1)(B)* |
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Letter of Transmittal (including Internal Revenue Service Form W-9) |
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(a)(5)(A)* |
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Schedule 13D/A in respect of the Company filed on July 17, 2023. |
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(b) |
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None. |
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(d)(1)* |
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Transaction Agreement between Carlyle Credit Income Fund (f/k/a Vertical Capital Income Fund) and Carlyle Global Credit Investment Management,
L.L.C., dated as of January 12, 2023 (incorporated by reference to Exhibit 3 to the Schedule 13D in respect of the Company filed on January 23, 2023). |
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(d)(2)* |
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Investment Advisory Agreement, dated July
14, 2023, by and between Carlyle Global Credit Investment Management, L.L.C. and Carlyle Credit Income Fund (incorporated by reference to Exhibit (2)(g) to the Companys Registration Statement on Form N-2 filed
on July 17, 2023). |