This Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this “Schedule TO”) relates to the offer (the “Offer”) by (i) CDL Tender Fund 2022-1, L.P., a Delaware limited partnership (the “Purchaser”), (ii) Carlyle Global Credit Investment Management L.L.C. (“CGCIM”), a Delaware limited liability company and a limited partner of the Purchaser, which also serves as investment adviser to the Company and to the Purchaser, (iii) Cliffwater Corporate Lending Fund (“CCLF”), a Delaware statutory trust and a limited partner of the Purchaser, and (iv) AlpInvest Indigo I CI-A, L.P. (“AlpInvest LP”), a Delaware limited partnership and a limited partner of the Purchaser, to purchase up to $100,000,000 in aggregate amount of shares of common stock, par value $0.01 per share (the “Shares”), of Carlyle Credit Solutions, Inc. (f/k/a TCG BDC II, Inc.), a Maryland corporation (the “Company”), the subject company, at a purchase price equal to $20.13 per Share, which represents the net asset value per Share as determined by the Company on March 29, 2022, upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 5, 2022 (the “Offer to Purchase”), which is annexed to and filed with this Schedule TO as Exhibit (a)(1)(A), and in the related Letter of Transmittal and Transfer Form (the “Letter of Transmittal”), which is annexed to and filed with this Schedule TO as Exhibit (a)(1)(B), which, together with any amendments or supplements thereto, collectively constitute the “Offer.”
CDL Tender Fund 2022-1 GP, L.L.C. (the “General Partner”), the Purchaser’s general partner, is being named as a bidder herein because it is deemed to control the Purchaser, but otherwise is not participating in the Offer. CG Subsidiary Holdings L.L.C. (the “CG Subsidiary Holdings”), the General Partner’s sole member, is being named as a bidder herein because it is deemed to control the General Partner and the Purchaser, but otherwise is not participating in the Offer. Cliffwater LLC (“Cliffwater”), which serves as the investment adviser to CCLF, is being named as a bidder herein because it is deemed to control CCLF, but otherwise is not participating in the Offer. AlpInvest Indigo SCF I CI-A GP, L.P., which serves as the general partner to AlpInvest LP, is being named as a bidder herein because it is deemed to control AlpInvest LP, but otherwise is not participating in the Offer. The Purchaser, the General Partner, CG Subsidiary Holdings, CGCIM, CCLF, Cliffwater, AlpInvest LP and AlpInvest Indigo SCF I CI GP, L.P. are collectively referred to herein as the “Offeror Group.”
Item 1.
| Summary Term Sheet. |
Reference is made to the Summary Term Sheet of the Offer to Purchase that is attached hereto as Exhibit (a)(1)(A) and is hereby incorporated by reference.
Item 2.
| Subject Company Information. |
(a)
| The name of the subject company and the issuer of the securities to which this Schedule TO relates is Carlyle Credit Solutions, Inc. (f/k/a TCG BDC II, Inc.), a Maryland corporation. The Company’s principal executive offices are located at One Vanderbilt Avenue, Suite 3400, New York, New York 10017. The Company’s telephone number at such principal executive offices is (212) 813-4900. |
(b)
| This Schedule TO relates to the issued and outstanding Shares of the Company. According to the Company, as of April 5, 2022, there were an aggregate of 57,005,057 Shares issued and outstanding. Subject to the conditions set forth in the Offer to Purchase, the Purchaser will purchase up to $100,000,000 in aggregate amount of the Shares that are tendered by holders of the Shares and not withdrawn as described in the Offer to Purchase. |
(c)
| Shares are not traded in any market. |
Item 3.
| Identity and Background of Filing Person. |
This Schedule TO is being filed by the Purchaser. The information set forth in Section 9 — “Certain Information Concerning Offeror Group” in the Offer to Purchase and in Schedules A through C of the Offer to Purchase is incorporated herein by reference.
Item 4.
| Terms of the Transaction. |
The information set forth in the Offer to Purchase is incorporated herein by reference.
Item 5.
| Past Contacts, Transactions, Negotiations and Agreements. |
The information set forth in the sections of the Offer to Purchase entitled “Summary Term Sheet” and “Introduction,” and Sections 9, 10 and 11 — “Certain Information Concerning Offeror Group,” “Background of the Offer; Past Contacts, Transactions, Negotiations and Agreements” and “Purpose of the Offer and Plans for the Company; Agreements” is incorporated herein by reference.
