AMENDMENT NO. 2 TO SCHEDULE TO
This Amendment No. 2 (this Amendment No. 2) 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, as amended on August 14, 2023 to extend the Expiration Date to 11:59 p.m., New York City time, on
August 28, 2023 unless further extended (Amendment No. 1) (as so amended, the Schedule TO), in connection with the Purchasers offer to purchase 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 (as amended by Amendment
No. 1, the Offer to Purchase), which was previously filed with the Schedule TO as Exhibit (a)(1)(A), and in the related Letter of Transmittal (as amended by Amendment No. 1, the Letter of Transmittal), which was
previously filed with the Schedule TO as Exhibit (a)(1)(B), which, together with this Amendment No. 2 collectively constitute the Offer.
The purpose of this Amendment No. 2 is to amend the Offer to provide that the price per Share in the Offer is the Companys net
asset value per Share at August 14, 2023 (the original Expiration Date of the Offer) and therefore that the maximum number of Shares the Purchaser will purchase in the Offer is 3,012,049 (for a maximum purchase price of $25,000,006.70).
Only those items amended and supplemented are reported in this Amendment No. 2. Except as specifically provided herein, the information
contained in the Schedule TO remains unchanged, and this Amendment No. 2 does not modify any of the other information previously reported on Schedule TO. You should read this Amendment No. 2 together with the Schedule TO, the Offer to
Purchase, and the related Letter of Transmittal. All capitalized terms used but not otherwise defined in this Amendment No. 2 have the meanings ascribed to such terms in the Offer to Purchase.
ITEMS 1 THROUGH 11.
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 Companys net
asset value per Share at August 14, 2023. Each item is more particularly amended and supplemented as set forth below.
ITEM 1. Summary
Term Sheet.
Item 1 is hereby amended and supplemented as follows:
The first bullet of the subsection of Summary Term Sheet of the Offer to Purchase captioned Principal Terms is hereby
amended and restated as follows:
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CG Subsidiary Holdings L.L.C., a Delaware limited liability company (the Purchaser), is
offering to purchase up to 3,012,049 shares of beneficial interest (the Shares) of Carlyle Credit Income Fund (f/k/a Vertical Capital Income Fund), a Delaware statutory trust (the Company), at a price equal to
$8.30 per Share, the Companys net asset value per Share at August 14, 2023 (the Offer Price), upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal
(the Letter of Transmittal), which, together with any amendments or supplements thereto, collectively constitute the Offer. The Offer is being made pursuant to a Transaction Agreement, dated January 12,
2023 (the Transaction Agreement), by and between the Company and Carlyle Global Credit Investment Management L.L.C., an indirect subsidiary of the Purchaser (CGCIM), pursuant to which CGCIM became the investment
adviser to the Company on July 14, 2023. See Section 11 Background of the Offer; Past Contacts, Transactions, Negotiations and Agreements. |