This Amendment No. 1 (this Amendment) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 originally filed by Carlyle Credit Income Fund (f/k/a Vertical Capital Income Fund), a Delaware statutory trust (the Company), on
July 18, 2023 (the Schedule 14D-9) in connection with the offer of CG Subsidiary Holdings L.L.C., a Delaware limited liability company (the Purchaser), to purchase shares of
beneficial interest (the Shares) of the Company, upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 18, 2023 (as amended, the Offer to Purchase), which was previously filed as
Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO originally filed by the Purchaser on July 18, 2023, as amended on August 14, 2023 to extend the Expiration Date of the Offer to 11:59 p.m., New York City time, on
August 28, 2023 unless further extended, and August 15, 2023 as described below (as amended, the Schedule TO), and in the related Letter of Transmittal (as amended, the Letter of Transmittal), which was previously
filed with the Schedule TO as Exhibit (a)(1)(B), which collectively constitute the Offer. All capitalized terms used but not otherwise defined in this Amendment No. 1 have the meanings ascribed to such terms in the Offer to
Purchase.
On August 15, 2023, the Purchaser amended 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).
Except as otherwise set forth in this Amendment, the information set forth in the Schedule 14D-9 remains unchanged and
is incorporated herein by reference to the extent relevant to the items in this Amendment.
ITEM 4. |
THE SOLICITATION OR RECOMMENDATION |
Item 4 of the Schedule 14D-9 is hereby amended and supplemented as follows:
The first bullet of the subsection of Reasons for the Company Board Position captioned Offer Price is hereby replace
with the following:
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Offer Price. The Company Board considered that the Offer Price is $8.30, which is the Companys net
asset value per Share as of August 14, 2023. |
The following exhibits are filed herewith or incorporated herein by reference:
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