This Amendment No. 2 supplements and amends the Schedule 13D filed on January 23,
2023 (the Original Schedule 13D), as amended by Amendment No. 1 filed on July 17, 2023 (as so amended, the Schedule 13D), by the Reporting Persons (as defined below), relating to the shares of
beneficial interest (the Shares) of Carlyle Credit Income Fund, a Delaware statutory trust (the Issuer). Each Item below amends and supplements the information disclosed under the corresponding Item of the
Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings as are ascribed to such terms in the Schedule 13D.
This Amendment No. 2 is being filed pursuant to Rule 13d-1(a) under the Act by the following
persons (each a Reporting Person and, collectively, the Reporting Persons):
(i) The Carlyle Group
Inc.;
(ii) Carlyle Holdings I GP Inc.;
(iii) Carlyle Holdings I GP Sub L.L.C.;
(iv) Carlyle Holdings I L.P.;
(v) CG Subsidiary Holdings L.L.C. (CG Sub Holdings);
(vi) TC Group, L.L.C. (TC Group);
(vii) Carlyle Investment Management L.L.C. (CIM); and
(viii) Carlyle Global Credit Investment Management L.L.C. (CGCIM).
Item 3. |
Source and Amount of Funds or Other Consideration. |
Item 3 of the Schedule 13D is hereby amended by inserting the following:
The information in Item 4 of this Schedule 13D is hereby incorporated by reference into this Item 3.
The source of funds required for CG Sub Holdings to purchase Shares in connection with the Tender Offer was from the working capital of CG Sub Holdings.
The source of funds that will be required for CG Sub Holdings to purchase Shares in connection with the Saba Share Purchase (as defined in the Original
Schedule 13D) will be from the working capital of CG Sub Holdings.
Item 4. |
Purpose of the Transaction. |
Item 4 of the Schedule 13D is hereby amended by inserting the following immediately after the section titled Closing:
Tender Offer
On July 18, 2023, CG Sub Holdings, an
affiliate of CGCIM, commenced the Tender Offer.
On August 14, 2023, in response to certain comments raised by the Securities and Exchange Commission
staff, CG Sub Holdings extended the offer period of the Tender Offer from 11:59 P.M., New York City time, on August 14, 2023, to 11:59 P.M., New York City time, on August 28, 2023.
On August 15, 2023, CG Sub Holdings amended the Tender Offer Statement on Schedule TO, originally filed on July 18, 2023 and amended on
August 14, 2023, to provide that CG Sub Holdings offered to purchase up to 3,012,049 Shares at a price equal to $8.30 per Share (the Offer Price) (for a maximum purchase price of $25,000,006.70), which was the Issuers
net asset value per Share on August 14, 2023.
The Tender Offer expired at 11:59 P.M., New York City time, on August 28, 2023 (the
Expiration Date). A total of approximately 7,477,489 Shares were validly tendered and not withdrawn in connection with the Tender Offer. CG Sub Holdings has accepted for purchase 3,012,049 Shares that were validly tendered and not
withdrawn, representing approximately 29.0% of the Shares outstanding as of the Expiration Date. Because the Tender Offer was oversubscribed, the number of Shares purchased from each of the tendering shareholders of the Issuer was prorated to limit
CG Sub Holdings purchase to an aggregate value of $25,000,006.70. The final proration factor was approximately 40.3% of the tendered Shares. All Shares tendered but not accepted for payment in the Tender Offer were returned to the tendering
shareholders of the Issuer.