This Amendment No. 3 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 and Amendment No. 2 filed on August 30, 2023 (as so amended, the “Schedule 13D”), by the Reporting Persons (as defined below) and certain of their affiliates, 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. 3 shall have the same meanings as are ascribed to such terms in the Schedule 13D.
This Amendment No. 3 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.; and
(v) CG Subsidiary Holdings L.L.C. (“CG Sub Holdings”).
| 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 Saba Share Purchase and the Primary Issuance (as defined in the Transaction Agreement) was 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 “Tender Offer”:
Saba Share Purchase
On September 12, 2023, the tenth Business Day after the closing of the Tender Offer, the Saba Share Purchase closed and CG Sub Holdings acquired 504,042 Shares at $8.30 per Share, which was equal to the purchase price in the Tender Offer, for an aggregate purchase price of $4,183,548.60.
Primary Issuance
On September 12, 2023, the tenth Business Day after the closing of the Tender Offer, the Primary Issuance (as defined in the Transaction Agreement) closed and, on September 13, 2023, CG Sub Holdings acquired 1,269,537 newly-issued Shares at a price of $8.52 per Share, which was the Issuer’s net asset value per Share on September 12, 2023, for an aggregate purchase price of $10,816,451.40.
The information set forth in Item 5 of this Amendment No. 3 is incorporated by reference in its entirety into this Item 4.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a), (b) The following sets forth the aggregate number and percentage of Shares beneficially owned by the Reporting Persons, as well as the number of Shares as to which each such Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, based on 11,661,159 Shares outstanding as of September 13, 2023.
