Carlyle Credit Income Fund Announces Private Placement of Convertible Preferred Shares and Registered Direct Placement of Common Shares

Rhea-AI Summary

Carlyle Credit Income Fund (NYSE: CCIF) has announced two significant financial moves. Firstly, the Fund is issuing approximately 11,517 shares of 7.125% Series B Convertible Preferred Shares due August 2029, expecting to raise about $10.6 million. These shares pay a quarterly dividend at a fixed annual rate of 7.125% and are convertible to common shares after six months. Secondly, CCIF is conducting a registered direct placement of 1,444,865 Common Shares at $7.9592 per share, aiming to raise approximately $11.5 million. Both offerings are expected to close around August 27, 2024. The Fund plans to use the proceeds to acquire investments, make distributions to shareholders, and for general working capital purposes.

Positive

• Raising approximately $22.1 million in total from two separate offerings
• Convertible Preferred Shares offer a fixed annual dividend rate of 7.125%
• Proceeds will be used to acquire investments and make distributions to shareholders

Negative

• Potential dilution of existing shareholders' ownership due to new share issuances
• Increased dividend obligations from the Convertible Preferred Shares

Financial Analyst

The Carlyle Credit Income Fund's dual offering of Convertible Preferred Shares and Common Shares is a strategic move to raise capital. The fund aims to secure $10.6 million from the private placement of Convertible Preferred Shares and $11.5 million from the registered direct placement of Common Shares, totaling approximately $22.1 million.

The 7.125% fixed annual rate on the Convertible Preferred Shares is attractive in the current market, potentially indicating the fund's need for capital or confidence in generating returns above this rate. The conversion feature adds flexibility for investors, while the redemption options provide the fund with future financial maneuverability.

This capital raise could signal expansion plans or a need to strengthen the fund's position in the CLO market. However, investors should note the potential dilution effect on existing shareholders if the Convertible Preferred Shares are converted to Common Shares.

Market Research Analyst

This dual offering by Carlyle Credit Income Fund reflects a growing trend in the closed-end fund market to diversify funding sources and create more flexible capital structures. The use of convertible preferred shares is particularly noteworthy, as it allows the fund to raise capital at a lower initial cost compared to common equity, while still providing upside potential to investors.

The pricing of the Common Shares at $7.9592 per share in the registered direct placement suggests a slight discount to the current market price, which could be seen as an incentive for institutional investors. This strategy may indicate a desire to quickly secure funding in a potentially volatile market environment.

The fund's focus on CLO equity and junior debt tranches positions it in a niche market that has seen increased interest due to higher yields in the current economic climate. This capital raise could be a response to growing opportunities in this space.

Legal Expert

The structure of this dual offering raises several legal considerations. The private placement of Convertible Preferred Shares relies on an exemption from registration under the Securities Act of 1933, limiting transferability and potentially reducing liquidity for investors. This approach allows for a faster and less costly issuance process but restricts the potential investor base.

The concurrent registered direct placement of Common Shares, conducted under the fund's effective shelf registration, provides more flexibility and liquidity for investors. However, it subjects the fund to ongoing reporting requirements and potential liability under securities laws.

The fund's decision to offer these securities directly to purchasers without intermediaries could reduce costs but may also limit the reach and efficiency of the distribution. Investors should carefully review the prospectus and consider the implications of these legal structures on their investment decisions.

NEW YORK, Aug. 27, 2024 (GLOBE NEWSWIRE) -- Carlyle Credit Income Fund (the “Fund”) (NYSE: CCIF), an externally managed closed-end fund focused on investing in primarily equity and junior debt tranches of collateralized loan obligations, has entered into a Purchase Agreement with certain institutional investors for the purchase and sale of approximately 11,517 shares of the Fund’s 7.125% Series B Convertible Preferred Shares due August 2029 (the “Convertible Preferred Shares”), liquidation preference $1,000.00 per share. The Fund expects to receive net proceeds (before expenses) from the sale of the Convertible Preferred Shares of approximately $10.6 million. The offering is expected to close on or about August 27, 2024, subject to the satisfaction of customary closing conditions.

The Convertible Preferred Shares pay a quarterly dividend at a fixed annual rate of 7.125% of the liquidation preference, or $71.25 per share, per year.

The Fund is required to redeem, out of funds legally available therefor, all outstanding Convertible Preferred Shares on August 27, 2029, or the “Term Redemption Date,” at a price equal to the liquidation preference plus an amount equal to accumulated but unpaid dividends and distributions, if any, on such shares (whether or not earned or declared, but excluding interest on such dividends) to, but excluding, the Term Redemption Date.

At any time on or after February 27, 2025, at the Fund’s sole option, the Fund may redeem, from time to time, the Convertible Preferred Shares in whole or in part, out of funds legally available for such redemption, at a price per share equal to the sum of the liquidation preference plus an amount equal to accumulated but unpaid dividends, if any, on such shares (whether or not earned or declared, but excluding interest on such dividends) to, but excluding, the date fixed for such redemption.

Each holder of a Convertible Preferred Share shall have the right, at such holder’s option, to convert any such Convertible Preferred Share, at any time on or after the date six months after the issuance date of the Convertible Preferred Share (the “Convertibility Date”) and prior to the close of business on the business day immediately preceding the Term Redemption Date, into such number of common shares of beneficial interest (“Common Shares”) equal to the liquidation preference of the Convertible Preferred Share plus an amount equal to all unpaid dividends and distributions on such Share accumulated to (but excluding) the date of exercise, divided by the Conversion Price. The “Conversion Price” is the greater of (i) the market price per Common Share, the average official closing price for the five (5) trading days immediately prior to the date of exercise, or (ii) the Fund’s most recently reported net asset value per Common Share immediately prior to the date of exercise.

The Convertible Preferred Shares will not be listed on any exchange and may not be transferred without the consent of the Fund.

Additional information regarding the Convertible Preferred Shares is included in a Current Report on Form 8-K to be filed with the U.S. Securities and Exchange Commission (“SEC”).

The Convertible Preferred Shares were offered directly to the purchasers without a placement agent, underwriter, broker or dealer.

The Convertible Preferred Shares and the Common Shares into which the Convertible Preferred Shares are convertible are being issued in reliance upon an exemption from registration under the Securities Act of 1933 (the “Securities Act”) and have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy the Convertible Preferred Shares, nor shall there be any sale of Convertible Preferred Shares in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such jurisdiction.

Concurrently, the Fund has entered into a Purchase Agreement with certain institutional investors for the purchase and sale of Common Shares in a registered direct placement pursuant to the Fund’s effective shelf registration statement filed with the SEC. The Fund has agreed to sell 1,444,865 Common Shares at a price of $7.9592 per Common Share. The offering is expected to close on or about June 30, 2022, subject to the satisfaction of customary closing conditions. The Fund expects to receive net proceeds (before expenses) from the sale of Common Shares of approximately $11.5 million.

The Common Shares were offered directly to the purchasers without a placement agent, underwriter, broker or dealer.

The offering of Common Shares may be made only by means of a prospectus.

Investors should consider the investment objectives and policies, risk considerations, charges and expenses of the Fund carefully before investing. The prospectus supplement, dated August 26, 2024, and accompanying prospectus, dated September 23, 2023, each of which has been filed with the SEC, contain a description of these matters and other important information about the Fund and should be read carefully before investing.

Copies of the prospectus supplement and accompanying prospectus may be obtained by emailing investorrelations@carlylecreditincomefund.com, or by calling 1 (866) 277-8243.

Investors may also obtain these documents free of charge from the SEC’s website at www.sec.gov.

The information in the prospectus supplement, the accompanying prospectus and this press release is not complete and may be changed. This press release shall not constitute an offer to sell or a solicitation to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer or solicitation or sale would be unlawful prior to registration or qualification under the laws of such state or jurisdiction.

The Fund intends to use the net proceeds from the offerings to acquire investments in accordance with our investment objectives and strategies, to make distributions to our shareholders and for general working capital purposes.

About Carlyle Credit Income Fund

Carlyle Credit Income Fund (NYSE: CCIF) is an externally managed closed-end fund focused on investing in primarily equity and junior debt tranches of collateralized loan obligations (“CLOs”). The CLOs are collateralized by a portfolio consisting primarily of U.S. senior secured loans with a large number of distinct underlying borrowers across various industry sectors. CCIF is externally managed by Carlyle Global Credit Investment Management L.L.C. (“CGCIM”), an SEC-registered investment adviser and wholly owned subsidiary of Carlyle. CCIF draws upon the significant scale and resources of Carlyle as one of the world's largest CLO managers.

Web: www.carlylecreditincomefund.com

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by the use of forward-looking terminology such as “anticipates,” “believes,” “expects,” “intends,” “will,” “should,” “may,” “plans,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions to identify forward-looking statements, although not all forward-looking statements include these words. You should read statements that contain these words carefully because they discuss our plans, strategies, prospects and expectations concerning our business, operating results, financial condition and other similar matters. We believe that it is important to communicate our future expectations to our investors. There may be events in the future, however, that we are not able to predict accurately or control. You should not place undue reliance on these forward-looking statements, which speak only as of the date on which we make it. Factors or events that could cause our actual results to differ, possibly materially from our expectations, include, but are not limited to, the risks, uncertainties and other factors we identify in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in filings we make with the Securities and Exchange Commission, and it is not possible for us to predict or identify all of them. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Contacts:

Investors:			Media:
Jane Cai			Kristen Greco Ashton
+1 (866) 277-8243			+1 (212) 813-4763
investorrelations@carlylecreditincomefund.com			kristen.ashton@carlyle.com

FAQ

What is the purpose of Carlyle Credit Income Fund's (CCIF) recent share offerings?

CCIF is raising capital through two offerings: Convertible Preferred Shares and Common Shares. The Fund intends to use the proceeds to acquire investments, make distributions to shareholders, and for general working capital purposes.

How much capital is CCIF expecting to raise from these offerings?

CCIF expects to raise approximately $10.6 million from the Convertible Preferred Shares offering and $11.5 million from the Common Shares offering, totaling about $22.1 million.

What are the key features of CCIF's Convertible Preferred Shares?

The Convertible Preferred Shares pay a 7.125% annual dividend, are due in August 2029, and can be converted to common shares after six months. They have a liquidation preference of $1,000 per share.

When are the CCIF share offerings expected to close?

Both the Convertible Preferred Shares and Common Shares offerings are expected to close on or about August 27, 2024, subject to customary closing conditions.