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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Carlyle Credit Income Fund | NYSE:VCIF | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 7.85 | 0 | 01:00:00 |
REGISTRATION STATEMENT |
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UNDER |
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THE SECURITIES ACT OF 1933 |
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Pre-Effective Amendment No. |
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Post-Effective Amendment No. 3 |
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and |
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REGISTRATION STATEMENT |
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UNDER |
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THE INVESTMENT COMPANY ACT OF 1940 |
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Amendment No. 19 |
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Rajib Chanda, Esq. Christopher P. Healey, Esq. Jonathan H. Pacheco, Esq. Simpson Thacher & Bartlett, LLP 900 G Street, N.W. Washington, DC 20001 (202) 636-5500 |
Richard Horowitz Matthew Carter Matthew Barsamian Dechert LLP 1095 Avenue of the Americas New York, NY 10036 |
☐ | Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans. |
☒ | Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan. |
☒ | Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto. |
☐ | Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act. |
☐ | Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act. |
☐ | when declared effective pursuant to Section 8(c) of the Securities Act. |
☐ | This post-effective amendment designates a new effective date for a previously filed post-effective amendment registration statement. |
☐ | This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: |
This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: |
This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: 333-272426 |
☒ | Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“Investment Company Act”)). |
☐ | Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act). |
☐ | Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act). |
☒ | A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form). |
Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act). |
Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”). |
☐ | If an Emerging Growth Company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. |
☐ | New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing). |
ITEM 25. |
FINANCIAL STATEMENTS AND EXHIBITS |
Part A | Financial Highlights. |
Part B | The Financial Statements and the notes thereto for the fiscal periods ended September 30, 2022 and March 31, 2023 are included in the Registrant’s Annual Report on Form N-CSR, filed electronically with the SEC on December 13, 2022 and the Semi-Annual Report on Form N-CSRS, filed with the SEC on May 30, 2023, respectively. |
1. |
Previously filed on May 3, 2011, as an exhibit to the Registrant’s Registration Statement on Form N-2, and hereby incorporated by reference. |
2. |
Previously filed on September 30, 2011, as an exhibit to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2, and hereby incorporated by reference. |
3. |
Previously filed on January 28, 2019, as an exhibit to the Registrant’s Registration Statement on Form N-2, and hereby incorporated by reference. |
4. |
Previously filed on June 5, 2023, as an exhibit to the Registrant’s Registration Statement on Form N-2, and hereby incorporated by reference. |
5. |
Previously filed on January 13, 2023, as an exhibit to the Registrant’s Current Report on Form 8-K, and hereby incorporated by reference. |
6. |
Previously filed on July 17, 2023, as an exhibit to the Registrant’s Registration Statement on Form N-2, and hereby incorporated by reference. |
7. |
Previously filed on September 1, 2023, as an exhibit to the Registrant’s Registration Statement on Form N-2, and hereby incorporated by reference. |
8. |
Previously filed on October 6, 2023, as an exhibit to Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2, and hereby incorporated by reference. |
9. |
Previously filed on October 24, 2023, as an exhibit to Post-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-2, and hereby incorporated by reference. |
10. |
Exhibits and/or schedules to this Exhibit have been omitted in accordance with Item 601 of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted exhibits and/or schedules to the SEC upon its request. |
* | Filed herewith. |
** | To be filed by amendment. |
ITEM 26. |
MARKETING ARRANGEMENTS |
ITEM 27. |
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION |
ITEM 28. |
PERSONS CONTROLLED BY OR UNDER COMMON CONTROL |
ITEM 29. |
NUMBER OF HOLDERS OF SECURITIES |
Title of Class |
Number of Record Holders |
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Shares of Beneficial Interest |
157 |
ITEM 30. |
INDEMNIFICATION |
ITEM 31. |
BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER |
ITEM 32. |
LOCATION OF ACCOUNTS AND RECORDS |
ITEM 33. |
MANAGEMENT SERVICES |
ITEM 34. |
UNDERTAKINGS |
1. | Not applicable. |
2. | Not applicable. |
3. | (a) To file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement: |
(i) | to include any prospectus required by Section 10(a)(3) of the Securities Act; |
(ii) | to reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b), if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
(iii) | to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
(i) | if the Registrant is relying on Rule 430B: |
(ii) | that if the Registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) under the Securities Act as part of a registration statement relating to an offering, other than prospectuses relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness, provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use; |
(i) | any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act; |
(ii) | any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrants; |
(iii) | the portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the Securities Act relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and |
(iv) | any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. |
4. | That for the purposes of determining any liability under the Securities Act: |
5. | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference into the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
6. | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
7. | The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of a written or oral request, any prospectus or Statement of Additional Information. |
CARLYLE CREDIT INCOME FUND | ||
By: | /s/ Lauren Basmadjian | |
Name: Lauren Basmadjian | ||
Title: Principal Executive Officer, Trustee and Chair of the Board |
Signature |
Title |
Date | ||
/s/ Lauren Basmadjian Lauren Basmadjian |
Principal Executive Officer, Trustee and Chair of the Board | November 28, 2023 | ||
/s/ Nelson Joseph Nelson Joseph |
Principal Financial Officer, Principal Accounting Officer and Treasurer | November 28, 2023 | ||
/s/ Mark Garbin* Mark Garbin |
Trustee | November 28, 2023 | ||
/s/ Sanjeev Handa* Sanjeev Handa |
Trustee | November 28, 2023 | ||
/s/ Brian Marcus* Brian Marcus |
Trustee | November 28, 2023 | ||
/s/ Joan McCabe* Joan McCabe |
Trustee | November 28, 2023 |
* By: | /s/ Joshua Lefkowitz | |
Joshua Lefkowitz | ||
As Agent or Attorney-in-Fact |
Exhibit (2)(a)(5)
AMENDMENT NO. 1 TO THE
DECLARATION OF TRUST
OF
CARLYLE CREDIT INCOME FUND
This Amendment No. 1, dated as of November 28, 2023 (this Amendment), amends that certain Amended and Restated Declaration of Trust, dated July 14, 2023 (the Amended and Restated Declaration of Trust), as supplemented by that certain Supplement to the Amended and Restated Declaration of Trust, dated as of October 24, 2023 (the Supplement, and, collectively with the Amended and Restated Declaration of Trust, as further restated, amended or supplemented from time to time, the Declaration of Trust), of Carlyle Credit Income Fund, a Delaware statutory trust (the Fund). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Declaration of Trust.
WHEREAS, the Trustees of the Fund previously designated a series of 1,380,000 preferred shares of beneficial interest as the Series A Preferred Shares due 2028 (the Series A Preferred Shares); and
WHEREAS, pursuant to Section 7.1 of the Supplement, the Trustees of the Fund wish to designate additional preferred shares of beneficial interest as Series A Preferred Shares.
NOW, THEREFORE, the Declaration of Trust is amended as follows:
1. Amendment to Section 1.1 of the Supplement. The Supplement is hereby amended by deleting Section 1.1 thereof in its entirety and inserting in lieu thereof the following:
1.1 A series of 2,080,000 preferred shares of beneficial interest are hereby designated as the Series A Preferred Shares due 2028 (the Series A Preferred Shares). Each Series A Preferred Share shall have such preferences, voting powers, restrictions, limitations as to dividends and distributions, qualifications and terms and conditions of redemption, in addition to those required by applicable law and those that are expressly set forth in this Supplement. The Series A Preferred Shares shall constitute a separate series of Shares (as defined below) and each Series A Preferred Share shall be identical. No fractional Series A Preferred Share shall be issued. Each certificate representing Series A Preferred Shares shall be substantially in the Form of Exhibit A.
2. Entire Agreement. Except as amended herein, the Declaration of Trust shall remain in full force and effect.
3. Counterparts. This Amendment may be executed manually or by email, facsimile or otherwise in one or more counterparts, each of which shall be deemed an original, but which shall together constitute one and the same document.
4. Effective Date. This Amendment shall be effective as of the date first set above.
[Signature page follows]
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first written above.
CARLYLE CREDIT INCOME FUND | ||
By: | /s/ Lauren Basmadjian | |
Name: Lauren Basmadjian | ||
Title: Principal Executive Officer, Trustee and | ||
Chair of the Board | ||
By: | /s/ Mark Garbin | |
Name: Mark Garbin | ||
Title: Trustee | ||
By: | /s/ Sanjeev Handa | |
Name: Sanjeev Handa | ||
Title: Trustee | ||
By: | /s/ Brian Marcus | |
Name: Brian Marcus | ||
Title: Trustee | ||
By: | /s/ Joan McCabe | |
Name: Joan McCabe | ||
Title: Trustee |
Signature Page to Amendment No. 1 to the Amended and Restated Declaration of Trust
Exhibit (2)(h)(5)
Execution Version
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (this Agreement) is entered into as of November 21, 2023, by and between Carlyle Credit Income Fund, a Delaware statutory trust (the Fund), and each purchaser identified on Appendix A hereto (each, a Purchaser and collectively the Purchasers).
WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act of 1933, as amended (the Securities Act), the Fund desires to issue, and each Purchaser, severally and not jointly, desires to purchase, shares of the Funds 8.75% Series A Preferred Shares due 2028, liquidation preference $25.00 per share (the Preferred Shares), upon the terms and conditions as more particularly provided herein.
NOW, THEREFORE, in consideration of the foregoing and of the mutual agreements hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Fund and each Purchaser hereby agree as follows:
ARTICLE I
PURCHASE AND SALE; CLOSING
1.1. Purchase and Sale of the Shares. At the Closing (as defined in Section 1.2), the Fund shall sell to each Purchaser, and each Purchaser, severally and not jointly, shall buy from the Fund, upon the terms and conditions hereinafter set forth, the number of Preferred Shares as specified on Appendix A to this Agreement (all such Preferred Shares, the Shares), and at the purchase price of $24.25 per Share.
1.2. The Closing. The completion of the purchase and sale of the Shares (the Closing) shall occur at 10:00 a.m. (Eastern time) on November 30, 2023 (the Closing Date) at the offices of the Fund, or at such other time, date and location as the parties shall mutually agree. At the Closing, (a) the purchase price for the Shares being purchased by each Purchaser (the Purchase Price) shall be delivered by or on behalf of such Purchaser to the Fund as more particularly provided in Section 1.3 and (b) the Fund shall cause Equiniti Trust Company, LLC, the Funds transfer agent (the Transfer Agent), to deliver to each Purchaser the number of Shares as specified on Appendix A to this Agreement and as more particularly provided in Section 1.4.
1.3. Delivery of the Purchase Price. At the Closing, each Purchaser shall remit by wire transfer the amount of funds equal to the Purchase Price with respect to the Shares being purchased by it to the account designated by the Fund on Appendix B hereto.
1.4. Delivery of the Shares. On the Closing Date, each Purchaser shall direct the broker-dealer at which the account or accounts to be credited with the Shares being purchased by such Purchaser are maintained (which broker/dealer shall be a Depository Trust Company participant) to set up a Deposit/Withdrawal at Custodian (DWAC) instructing the Transfer Agent to credit such account or accounts with the Shares purchased by such Purchaser by means of an electronic book-entry delivery. Such DWAC shall indicate the Closing Date as the settlement date for the deposit of the Shares being purchased by such Purchaser. Immediately following the delivery to the Fund by or on behalf of each Purchaser of the Purchase Price in accordance with and pursuant to Section 1.3, the Fund shall direct the Transfer Agent to credit such Purchasers account or accounts with the Shares being purchased by such Purchaser pursuant to the information contained in the DWAC.
1.5. Conditions to the Funds Obligations. The Funds obligation to sell and issue the Shares to each Purchaser will be subject to the receipt by the Fund of the respective Purchase Price from such Purchaser as set forth in Section 1.3 and the accuracy of the representations and warranties made by such Purchaser and the fulfillment of those undertakings of such Purchaser to be fulfilled prior to the Closing Date.
1.6. Conditions to Purchasers Obligations. Each Purchasers obligation to purchase the respective Shares to be purchased by it hereunder is subject to the fulfillment to each such Purchasers reasonable satisfaction, prior to or at such Closing, of the following conditions:
(a) The representations and warranties of the Fund in this Agreement shall be correct when made and at such Closing.
(b) The Fund shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at such Closing.
(c) The Fund shall have delivered to each such Purchaser an officers certificate from an officer of the Fund, dated the date of such Closing, certifying that the conditions specified in Sections 1.6(a) and 1.6(b) have been fulfilled.
(d) The Fund shall have delivered to each such Purchaser a certificate of its Secretary, dated the date of such Closing, certifying as to (i) the resolutions attached thereto and other trust proceedings relating to the authorization, issuance and sale of the Shares and the authorization, execution and delivery of this Agreement and (ii) the Funds organizational documents as then in effect.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
2.1. Purchaser Representations and Warranties. In connection with the purchase and sale of the Shares, each Purchaser represents and warrants, severally and not jointly, to the Fund that:
(a) Such Purchaser is acquiring the Shares for such Purchasers account and with no view to the distribution thereof. Such Purchaser has no present intent, agreement, understanding or arrangement to sell, assign or transfer all or any part of the Shares, or any interest therein, to any other person.
(b) Such Purchaser, in connection with its decision to purchase the Shares, relied only upon the Prospectus (as hereinafter defined) and the representations and warranties of the Fund contained herein. Further, such Purchaser acknowledges that the Prospectus was made available to such Purchaser before this Agreement (or any contractual obligation of such Purchaser to purchase the Shares) will be deemed to be effective.
(c) Such Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. The investment manager of each Purchaser (as identified in the signature page hereto), acting as agent, is duly authorized and empowered to execute this Agreement on behalf of each Purchaser. This Agreement has been duly and validly authorized, executed and delivered by or on behalf of each Purchaser, and this Agreement constitutes a valid and binding obligation of such Purchaser enforceable against such Purchaser in accordance with its terms.
(d) Such Purchaser understands that nothing in this Agreement or any other materials presented to such Purchaser in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares.
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2.2. Fund Representations and Warranties. In connection with the purchase and sale of the Shares, the Fund represents and warrants to each Purchaser that:
(a) The Fund (i) has been duly formed and has legal existence as a statutory trust and is in good standing under the laws of the State of Delaware; (ii) has full power and authority to own, lease and operate its properties and assets, and conduct its business as described in the Registration Statement (as defined below) and the Prospectus; and (iii) is duly licensed and qualified to transact business and is in good standing in each jurisdiction where it owns or leases property or in which the conduct of its business or other activity requires such qualification, except where the failure to so qualify or to be in good standing would not have a material adverse effect on the Fund.
(b) The Fund has full power and authority to enter into this Agreement and to perform all of the terms and provisions hereof to be carried out by it. This Agreement has been duly and validly authorized, executed and delivered by or on behalf of the Fund. Assuming due authorization, execution and delivery by the other parties thereto, this Agreement constitutes a legal, valid and binding obligation of the Fund enforceable in accordance with its terms, subject to the qualification that the enforceability of the Funds obligations hereunder may be limited by U.S. bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting creditors rights generally, whether statutory or decisional, and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law), and except as enforcement of rights to indemnity or contribution thereunder may be limited by federal or state securities laws.
(c) The Shares to be issued and delivered to and paid for by the Purchasers in accordance with this Agreement against payment therefor as provided by this Agreement have been duly authorized and when issued and delivered to the Purchasers will have been validly issued and will be fully paid and nonassessable.
(d) The offering and sale of the Shares hereunder are being made pursuant to an effective Registration Statement on Form N-2 (File Nos. 333-272426 and 811-22554), initially filed with the Securities and Exchange Commission (the Commission) on June 5, 2023, as amended by Pre-Effective Amendments No. 1, 2 and 3 and Post-Effective Amendments No. 1 and 2 (the Registration Statement), and the prospectus, dated September 29, 2023, including all documents incorporated by reference therein (the Base Prospectus), as supplemented by the prospectus supplement, dated the date hereof (which together with the Base Prospectus is herein referred to as the Prospectus), that will be filed with the Commission on or before the Closing Date. No stop order or other order suspending the Registration Statement has been issued and, to the best of the Funds knowledge, no proceedings for that purpose have been initiated or threatened by the Fund or any other governmental authority.
(e) The Prospectus does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Since the date as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (i) there has been no material adverse change in the condition (financial or otherwise), business prospects, management, net assets or results of operations of the Fund, whether or not arising in the ordinary course of business (other than changes resulting from changes in securities markets generally).
(f) The financial statements, including the statement of assets and liabilities, together with any related notes or schedules thereto, included or incorporated by reference in the Registration Statement and the Prospectus present fairly the financial position of the Fund as of the dates and for the periods indicated and said statements were prepared in accordance with generally accepted accounting principles in the United States applied on a consistent basis.
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(g) None of (i) the execution and delivery by the Fund of this Agreement, (ii) the issuance and sale by the Fund of the Shares as contemplated by this Agreement, the Registration Statement and the Prospectus and (iii) the performance by the Fund of its obligations under this Agreement (A) conflicts with or will conflict with, or results in or will result in a breach or violation of the declaration of trust, Supplement to the Amended and Restated Declaration of Trust (Supplement to the Declaration of Trust), bylaws or similar organizational documents of the Fund (each as may be amended and restated from time to time), (B) conflicts with or will conflict with, results in or will result in a breach or violation of, or constitutes or will constitute a default or an event of default under, or results in or will result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Fund under the terms and provisions of any agreement, indenture, mortgage, loan agreement, note, insurance or surety agreement, lease or other instrument to which the Fund is a party or by which it may be bound or to which any of the property or assets of the Fund is subject, except which breach, violation, default, lien, charge or encumbrance would not have a material adverse effect on the Fund, or (C) results in or will result in any violation of any order, law, rule or regulation of any court, governmental instrumentality, securities exchange or association or arbitrator, whether foreign or domestic, applicable to the Fund or having jurisdiction over the Funds properties, except which violation would not have a material adverse effect on the Fund.
(h) No consent, approval, authorization, notification or order of, or filing with, or the issuance of any license or permit by, any federal, state, local or foreign court or governmental or regulatory agency, commission, board, authority or body or with any self-regulatory organization, other non-governmental regulatory authority, securities exchange or association, whether foreign or domestic, is required by the Fund for the consummation by the Fund of the transactions to be performed by the Fund or the performance by the Fund of all the terms and provisions to be performed by or on behalf of it in each case as contemplated in this Agreement, the Registration Statement and the Prospectus, except such as (i) may be required and have been obtained under the Securities Act, the Securities Exchange Act of 1934, as amended, the Investment Company Act of 1940, as amended (the Investment Company Act), or the Investment Advisors Act of 1940, as amended, or (ii) which failure to obtain would not have a material adverse effect on the Fund.
(i) Except as otherwise set forth in the Registration Statement or the Prospectus, there is no action, suit, claim, inquiry, investigation or proceeding affecting the Fund or to which the Fund is a party before or by any court, commission, regulatory body, administrative agency or other governmental agency or body, whether foreign or domestic, now pending or, to the knowledge of the Fund, threatened against the Fund, except which would not have a material adverse effect on the Fund.
(j) The operations of the Fund are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the Money Laundering Control Act of 1986, as amended, the Bank Secrecy Act, as amended, the United and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act) of 2001, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the Money Laundering Laws) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Fund with respect to the Money Laundering Laws is pending or, to the knowledge of the Fund after reasonable inquiry, threatened.
(k) The Fund intends to direct the investment of the proceeds of the offering of the Shares in such a manner as to comply with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the Code), and has qualified and will continue to operate in compliance with the requirements to maintain its qualification as a regulated investment company under Subchapter M of the Code.
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(l) Neither the Fund, nor to the knowledge of the Fund, after reasonable inquiry, any trustee, officer, agent, employee or affiliate of the Fund is (i) currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (OFAC) or any other relevant sanctions authority or (ii) located, organized or resident in a country or territory that is subject to sanctions by OFAC or any other relevant sanctions authority; and the Fund will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC or any other relevant sanctions authority.
(m) The Fund is duly registered with the Commission under the Investment Company Act as a non-diversified, closed-end management investment company; the provisions of the Funds declaration of trust, Supplement to the Declaration of Trust and bylaws (each as may be amended and restated from time to time) comply in all material respects with the requirements of the Investment Company Act.
(n) The Fund shall, by 5:30 p.m. Eastern time on the second trading day immediately following the date of this Agreement, file a post-effective amendment to the Registration Statement including the form of this Agreement and an opinion of legal counsel as to the validity of the Shares as exhibits thereto.
ARTICLE III
OTHER AGREEMENT OF THE PARTIES
3.1. It is the intent of the parties to this Agreement that in no event shall Purchasers, by reason of this Agreement or the transactions contemplated thereby, be deemed to control, directly or indirectly, the Fund, and Purchasers shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the Fund.
ARTICLE IV
GENERAL PROVISIONS
4.1. Survival of Representations, Warranties and Agreements. Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Fund and each Purchaser hereby will survive the execution of this Agreement, the delivery to such Purchaser of the Shares and the payment by such Purchaser of the Purchase Price therefor for a period of one year.
4.2. Entire Agreement. This Agreement represents the entire agreement among the parties with respect to the transactions contemplated herein and supersedes all prior agreements, written or oral, with respect thereto.
4.3. Amendment and Waiver. The provisions of this Agreement may be amended only with the prior written consent of the Fund and each Purchaser. The failure of any party to insist upon strict adherence to any one or more of the covenants and restrictions in this Agreement, on one or more occasion, shall not be construed as a waiver, nor deprive such party of the right to require strict compliance thereafter with the same. All waivers must be in writing and signed by the waiving party.
4.4. Expenses. The Fund agrees to pay or cause to be paid, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, the reasonable costs, expenses
5
and disbursements of counsel to the investment manager of each Purchaser, up to but not exceeding $15,000. Except as provided in the foregoing sentence, each Purchaser and the Fund will pay its own respective expenses, including attorneys fees, in connection with the negotiation of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated by this Agreement.
4.5. Successors and Assigns. This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, however, that neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any party without the prior written consent of each other party, except that the Shares may be transferred by each Purchaser without the consent of the Fund.
4.6. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the choice of law principles thereof.
4.7. Counterparts. This Agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute a single agreement. Delivery of an executed signature page of this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.
4.8. Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any person or entity or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other persons, entities or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.
4.9. Construction. Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any person, or which such person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such person, whether or not expressly specified in such provision. The construction of this Agreement shall not be affected by which party drafted this Agreement.
4.10. Headings. The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.
4.11. Further Assurances. In connection with this Agreement and the transactions contemplated herein, the parties to this Agreement shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and such transactions.
[signature page follows]
6
IN WITNESS WHEREOF, the parties hereto have executed this Purchase Agreement on the date first written above.
CARLYLE CREDIT INCOME FUND | ||
/s/ Lauren Basmadjian | ||
Name: | Lauren Basmadjian | |
Title: | Chief Executive Officer |
[Signature Page to Purchase Agreement]
Exhibit (2)(l)(5)
November 28, 2023
Carlyle Credit Income Fund
One Vanderbilt Avenue, Suite 3400
New York, NY 10017
Re: | Carlyle Credit Income Fund |
Ladies and Gentlemen:
We have acted as special Delaware counsel to Carlyle Credit Income Fund, a Delaware statutory trust (the Trust), in connection with the matters set forth herein. At your request, this opinion is being furnished to you.
We have examined originals or copies of the following documents:
a) | The certificate of trust of the Trust, as filed with the office of the Secretary of State of the State of Delaware (the Secretary of State) on April 8, 2011, as amended by the Certificate of Amendment to Certificate of Trust, as filed in the office of the Secretary of State on July 14, 2023 (the Certificate of Trust); |
b) | The Amended and Restated Declaration of Trust, dated as of July 14, 2023, among the trustees named therein (the Trust Agreement); |
c) | The Amended and Restated By-Laws of the Trust, dated as of July 14, 2023 (the By-Laws); |
d) | The Supplement to the Trust Agreement relating to Series A Preferred Shares due 2028, dated as of October 24, 2023, among the trustees named therein, as amended by the amendment thereto, dated as of November 28, 2023, among the trustees named therein (as amended, the Preferred Share Supplement); |
e) | A certificate of the secretary of the Trust, dated the date hereof (the Officers Certificate), and attaching copies of the resolutions the Board of Trustees thereof (the forgoing are collectively referred to as the Resolutions and, together with the Trust Agreement, the By-Laws, and the Preferred Share Supplement are collectively referred to as the Trust Documents); |
Carlyle Credit Income Fund
November 28, 2023
Page 2
f) | The Registration Statement (the Registration Statement) on Form N-2, and the preliminary prospectus therein (the Base Prospectus), dated June 5, 2023 and as amended on July 17, 2023, September 1, 2023, and September 28, 2023; |
g) | The Prospectus Supplement, dated November 21, 2023, (the Prospectus Supplement and together with the Base Prospectus the Prospectus), with respect to the issuance and sale of the preferred shares of beneficial interest in the Trust (the Preferred Shares) in an aggregate amount of up to 800,000 Preferred Shares; and |
h) | A Certificate of Good Standing for the Trust, dated November 27, 2023, obtained from the Secretary of State. |
We have not reviewed any documents other than the foregoing documents for purposes of rendering our opinions as expressed herein, and we have assumed that there exists no provision of any such other document that bears upon or is inconsistent with our opinions as expressed herein. We have conducted no independent factual investigation of our own but have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.
Based upon the foregoing and upon an examination of such questions of law as we have deemed necessary or appropriate, and subject to the assumptions, exceptions and qualifications set forth herein, we advise you that, in our opinion:
1. The Trust is validly existing in good standing as a statutory trust under Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq.
2. The Preferred Shares of the Trust have been duly authorized and when issued will be validly issued, fully paid and nonassessable beneficial interests in the Trust.
The foregoing opinions are subject to the following exceptions, qualifications and assumptions:
A. We are admitted to practice law in the State of Delaware and we do not hold ourselves out as being experts on the law of any other jurisdiction. The foregoing opinions are limited to the laws of the State of Delaware currently in effect. We express no opinion with respect to (i) federal laws, including without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Trust Indenture Act of 1939, as amended, and the Investment Company Act of 1940, as amended, including the effect of, or compliance with, any such federal laws that are expressly incorporated into the Trust Agreement or By-Laws or that
Carlyle Credit Income Fund
November 28, 2023
Page 3
may preempt applicable Delaware law or the provisions of the Trust Agreement or By-Laws or that may prohibit, or impose restrictions or conditions on, the consummation of the matters referenced in this opinion, (ii) state securities, tax or blue sky laws or (iii) laws relating to the particular nature of the Trust assets.
B. We have assumed (i) except to the extent provided in paragraph 1 above, the valid existence of each party to the documents examined by us under the laws of the jurisdiction governing its organization, (ii) except to the extent provided in paragraph 1 above, that each party has the power and authority to execute and deliver, and to perform its obligations under, the documents examined by us, (iii) the legal capacity of natural persons who are signatories to the documents examined by us, (iv) except to the extent provided in paragraph 2 above, that each party has duly authorized, executed and delivered the documents examined by us, (v) that the Trust Documents constitute the entire agreement among the parties thereto with respect to the subject matter thereof, including, without limitation, the formation, operation and termination of the Trust, and that the Trust Documents and the Certificate of Trust are in full force and effect and have not been amended, (vi) that the execution, delivery and performance of the documents examined by us by each of the parties thereto does not and will not violate or require any consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action under, any agreement, indenture or instrument to which it is a party or by which it is bound or any provision of any law, rule, regulation, judgment, order, writ, injunction or decree of any court or governmental authority applicable to it or any of its property, (vii) that the books and records of the Trust set forth the names and addresses of all persons to whom Preferred Shares of beneficial interest of the Trust are to be issued by the Trust and the dollar value of each holders contribution to the Trust, (viii) that the Preferred Shares of beneficial interest of the Trust are issued and sold to the holders in accordance with the Trust Documents, the Registration statement and the Prospectus, (ix) that the Trust has no assets (other than investments in securities and other intangibles in Delaware entities), activities (other than having a registered office and registered agent in the State of Delaware as required by the Act and the filing of documents with the Secretary of State) or employees in the State of Delaware, (x) that any amendment or restatement of any document reviewed by us has been accomplished in accordance with, and was permitted by, the relevant provisions of said document prior to its amendment or restatement from time to time, (xi) that no vote of shareholders under Section 11.6 of the Trust Agreement will be required in connection with issuance of any Preferred Shares, and (xii) that each party has complied and will comply with all of the obligations and has satisfied and will satisfy all of the conditions on its part to be performed or satisfied pursuant to the documents examined by us.
C. We have assumed that all signatures on documents examined by us are genuine, that all documents submitted to us as originals are authentic, and that all documents submitted to us as copies conform with the originals, which facts we have not independently verified.
Carlyle Credit Income Fund
November 28, 2023
Page 4
D. We have not participated in the preparation of any offering materials, including without limitation the Registration Statement or Prospectus, with respect to the Preferred Shares and assume no responsibility for their contents.
We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. We also consent to the use of our name under the heading Legal Counsel in the Prospectus. In giving the foregoing consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours, |
/s/ Richards, Layton & Finger, P.A. |
JWP/MMK
N-2 |
Nov. 28, 2023 |
---|---|
Cover [Abstract] | |
Entity Central Index Key | 0001517767 |
Amendment Flag | false |
Document Type | POS EX |
Entity Registrant Name | CARLYLE CREDIT INCOME FUND |
Entity Address, Address Line One | One Vanderbilt Avenue |
Entity Address, Address Line Two | Suite 3400 |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10017 |
City Area Code | 212 |
Local Phone Number | 813-4900 |
No Substantive Changes, 462(c) | false |
Exhibits Only, 462(d) | true |
Entity Well-known Seasoned Issuer | No |
Entity Emerging Growth Company | false |
Business Contact [Member] | |
Cover [Abstract] | |
Entity Address, Address Line One | One Vanderbilt Avenue |
Entity Address, Address Line Two | Suite 3400 |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10017 |
Contact Personnel Name | Joshua Lefkowitz, Esq. |
1 Year Carlyle Credit Income Chart |
1 Month Carlyle Credit Income Chart |
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