CDL Tender Fund 2022-1 SC TOT Third party tender offer statement | SEC 6 Apr 22

CDL Tender Fund 2022-1 SC TO-TThird party tender offer statement

Exhibit (a)(1)(B)

Letter of Transmittal and Transfer Form

to Tender Shares of Common Stock

Carlyle Credit Solutions, Inc.

$20.13 per Share

CDL Tender Fund 2022-1, L.P.

CDL Tender Fund 2022-1 GP, L.L.C.

CG Subsidiary Holdings, L.L.C.

Carlyle Global Credit Investment Management L.L.C.

Cliffwater Corporate Lending Fund

Cliffwater LLC

AlpInvest Indigo I CI-A, L.P.

AlpInvest Indigo SCF I CI GP, L.P.

The undersigned represents that I (we) have full authority to transfer without restriction the 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”), listed below. You are hereby authorized and instructed to deliver cash payment, as indicated under “Payment Instructions” below, for Shares tendered pursuant to this Letter of Transmittal and Transfer Form (this “Letter of Transmittal”), at a price of $20.13 per Share, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 5, 2022 (as it may be amended or supplemented from time to time, the “Offer to Purchase” and, together with this Letter of Transmittal, as it may be amended or supplemented from time to time, the “Offer”).

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON MAY 3, 2022, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”).

IMPORTANT: If you hold Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you must contact that institution in order to tender your Shares and request that your broker, dealer, commercial bank, trust company or other nominee effect the tender for you.

The Transfer Agent/Paying Agent for the Offer Is:

STATE STREET BANK AND TRUST COMPANY

Method of delivery of this Letter of Transmittal is at the option and risk of the owner thereof. If delivering via USPS, UPS or FedEx, please deliver this Letter of Transmittal in its entirety to:

STATE STREET BANK AND TRUST COMPANY

Attention: Carlyle BDC

1 Heritage Drive, Mailstop OHD0100

North Quincy, MA 02171

A STOCKHOLDER CHOOSING TO FAX A LETTER OF TRANSMITTAL MUST ALSO MAIL

THE ORIGINAL COMPLETED AND EXECUTED LETTER OF TRANSMITTAL (OR AN

ORIGNALLY SIGNED PHOTCOPY THEREOF) PROMPTLY THEREAFTER.

If delivering an originally signed photocopy via fax:

Attn: Carlyle BDC

Fax number: (617) 937-3051

If delivering via fax, please include “CDL Tender Fund 2022-1 Tender Offer for Carlyle Credit Solutions Shares” on the cover page or in the subject line, as applicable.

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET

FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE TRANSFER AGENT.

DESCRIPTION OF SHARES TENDERED

Pursuant to the Offer of CDL Tender Fund 2022-1, L.P. (the “Purchaser”), CDL Tender Fund 2022-1 GP, L.L.C. (the “General Partner”), CG Subsidiary Holdings, L.L.C., Carlyle Global Credit Investment Management L.L.C., Cliffwater Corporate Lending Fund, Cliffwater LLC, AlpInvest Indigo I CI-A, L.P. and AlpInvest Indigo SCF I CI GP, L.P. (collectively, the “Offerors”) to purchase Shares of the Company, the undersigned hereby tenders the following Shares (NOTE: Select only one (1) option below; if Option B is selected, please specify the number/aggregate amount (USD) of Shares tendered):

Name of Stockholder: (account name)

Account Number:

☐

(A)

The undersigned hereby tenders all Shares held by the undersigned.

If this Option A is selected, and the Offer is not oversubscribed, the undersigned will be deemed to have elected to terminate and cancel, with the Company’s acknowledgement, any unused capital commitments for Shares (“Unused Capital Commitments”) remaining under the terms of the undersigned’s subscription agreement with the Company (and the undersigned shall be released from such Unused Capital Commitments and no longer be a stockholder in the Company if all the undersigned’s tendered Shares are accepted) unless you affirmatively opt out of such termination/cancellation by signing on the below line (which signature must match the signature on the signature page to this Letter of Transmittal).

By signing on the following line, the undersigned stockholder hereby acknowledges that he/she/it is affirmatively opting out of the termination/cancellation of such stockholder’s remaining Unused Capital Commitments, which shall continue to remain subject to drawdowns by the Company under the terms of the stockholder’s subscription agreement with the Company.

SIGN HERE:

(Signature(s) of Stockholder(s))

By:

Capacity (full title):

NOTE: IF THE OFFER IS OVERSUBSCRIBED, THERE WILL BE NO CANCELLATION/TERMINATION OF ANY REMAINING UNUSED CAPITAL COMMITMENTS PURSUANT TO THIS LETTER OF TRANSMITTAL AND YOU SHALL NOT BE RELEASED FROM ANY REMAINING UNUSED CAPITAL COMMITMENT.

☐

(B)

The undersigned hereby tenders the following amount of Shares (no fractional Shares may be tendered; any fractional Shares tendered shall be rounded up to the nearest Share):

$ USD

(insert number of Shares or aggregate USD amount you would like to tender)

NOTE: IF THIS OPTION B IS SELECTED, THERE WILL BE NO CANCELLATION/TERMINATION OF ANY REMAINING UNUSED CAPITAL COMMITMENT PURSUANT TO THIS LETTER OF TRANSMITTAL.

PLEASE READ THE INSTRUCTIONS INCLUDED IN THIS LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.

IF YOU WOULD LIKE ADDITIONAL COPIES OF THE OFFER TO PURCHASE, THIS LETTER OF TRANSMITTAL OR ANY OF THE OTHER OFFERING DOCUMENTS, YOU SHOULD CONTACT THE Transfer Agent TOLL-FREE AT (888) 207-9542 OR THE PURCHASER BY EMAIL AT DIRECT.LENDING@CARLYLE.COM.

You have received this Letter of Transmittal in connection with the offer of the Offerors, to purchase up to $100,000,000 in aggregate amount of Shares of the Company at a purchase price equal to $20.13 per Share (the “Offer Price”), which represents the net asset value per Share as determined by the Company on March 29, 2022, as described in the Offer to Purchase, dated April 5, 2022.

You should use this Letter of Transmittal to deliver to State Street Bank and Trust Company, the Company’s transfer agent (the “Transfer Agent”), which is acting as paying agent in connection with the Offer, Shares held in book-entry form on the books of the Company for tender.

By properly completing, signing, and delivering this Letter of Transmittal to the Transfer Agent pursuant to the instructions in this Letter of Transmittal, you are confirming and authorizing the transfer to the Purchaser of the Shares indicated under “Description of Shares Tendered” above in exchange for the Offer Price per Share and subject to the terms of the Offer (and, if applicable, termination/cancellation of your remaining Unused Capital Commitments for Shares).

Questions and requests for assistance regarding the Offer may be directed to the Purchaser by email at direct.lending@carlyle.com.

Confirmation of receipt of this Letter of Transmittal may be directed to the Transfer Agent by phone at (888) 207-9542 or by mail at the following address: State Street Bank and Trust Company, Attention: Carlyle BDC, 1 Heritage Drive, Mailstop OHD0100, North Quincy, MA 02171. The Purchaser strongly recommends that you confirm receipt of your Letter of Transmittal with the Transfer Agent by calling (888) 207-9542, Monday through Friday, except holidays, during normal business hours of 9:00 a.m. to 5:00 p.m. (Eastern Time).

You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer.

[Remainder of Page Intentionally Left Blank]

NOTE: SIGNATURES MUST BE PROVIDED BELOW.

PLEASE READ THIS LETTER OF TRANSMITTAL CAREFULLY.

Ladies and Gentlemen:

The undersigned hereby tenders to Purchaser the above-described Shares at the Offer Price per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase, receipt of which is hereby acknowledged, and this Letter of Transmittal.

On the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), subject to, and effective upon, acceptance for payment and payment for the Shares validly tendered herewith, and not properly withdrawn, prior to the Expiration Date in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, Purchaser, all right, title and interest in and to all of the Shares being tendered hereby and any and all cash dividends, distributions, rights, other Shares or other securities issued or issuable in respect of such Shares (collectively, “Distributions”); provided, however, that (1) the $0.50 per Share dividend and (2) the (1) $0.103745 per Share dividend, each declared by the Company’s Board of Directors on March 25, 2022 and payable on April 18, 2022 to stockholders of record on March 25, 2022 (collectively, the “Q1 2022 Dividends”) shall not be deemed to be a Distribution under this Letter of Transmittal and no portion of the Q1 2022 Dividend shall be deemed to be sold, assigned or transferred to the Purchaser hereby.

Under no circumstances shall this Letter of Transmittal be deemed to transfer any capital commitment for Shares to the Purchaser. If you select Option A under “Description of Shares Tendered” of this Letter of Transmittal and tender all of your Shares in the Offer and the Offer is not oversubscribed, you will be deemed to have elected to terminate and cancel, with the Company’s acknowledgement, any Unused Capital Commitments for Shares remaining under the terms of your subscription agreement with the Company (and you shall be released from such Unused Capital Commitments and no longer be a stockholder in the Company if all your tendered Shares are accepted) unless you affirmatively opt out of such termination/cancellation pursuant to the instructions included in this Letter of Transmittal. If you do not tender all of your Shares in the Offer or if you tender all of your Shares in the Offer but the Offer is oversubscribed, your Unused Capital Commitments will not be canceled.

In addition, the undersigned hereby irrevocably appoints the Transfer Agent the true and lawful agent and attorney-in-fact and proxy of the undersigned with respect to such Shares and any Distributions with full power of substitution (such proxies and power of attorney being deemed to be an irrevocable power coupled with an interest in the tendered Shares) to the full extent of such stockholder’s rights with respect to such Shares and any Distributions (a) to deliver any Distributions or transfer of ownership of such Shares and any Distributions on the account books maintained by the Transfer Agent, together, in either such case, with all accompanying evidence of transfer and authenticity, to or upon the order of Purchaser, (b) to present such Shares and any Distributions for transfer on the books of the Company, and (c) to receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares and any Distributions, all in accordance with the terms and subject to the conditions of the Offer.

The undersigned hereby irrevocably appoints each of the designees of Purchaser the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares tendered hereby which have been accepted for payment and with respect to any Distributions. The designees of Purchaser will, with respect to the Shares and any Distributions for which the appointment is effective, be empowered to exercise all voting and any other rights of such stockholder, as they, in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of the Company’s stockholders, by written consent in lieu of any such meeting or otherwise. This proxy and power of attorney shall be irrevocable and coupled with an interest in the tendered Shares. Such appointment is effective when, and only to the extent that, Purchaser accepts the Shares tendered with this Letter of Transmittal for payment pursuant to the Offer. Upon the effectiveness of such appointment, without further action, all prior powers of attorney, proxies and consents given by the undersigned with respect to such Shares and any Distributions will be revoked and no subsequent powers of attorney, proxies or consents may be given by the undersigned (and, if given, will not be deemed effective). Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon Purchaser’s acceptance for payment of such Shares, Purchaser must be able to exercise full voting, consent and other rights, to the extent permitted under applicable law, with respect to such Shares and any Distributions, including voting at any meeting of stockholders or executing a written consent concerning any matter.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares and any Distributions tendered hereby and, when the same are accepted for payment by the Purchaser, the Purchaser will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claim. The undersigned hereby represents and warrants that the undersigned is the registered owner of the Shares. The undersigned will, upon request, execute and deliver any additional documents deemed by the Transfer Agent or the Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the Shares and any Distributions tendered hereby. In addition, the undersigned shall promptly remit and transfer to the Transfer Agent for the account of the Purchaser any and all Distributions in respect of the Shares tendered hereby, accompanied by appropriate documentation of transfer and, pending such remittance or appropriate assurance thereof, the Purchaser shall be entitled to all rights and privileges as owner of any such Distributions and may withhold the entire purchase price or deduct from the purchase price the amount or value thereof, as determined by the Purchaser in its sole discretion.

It is understood that the undersigned will not receive payment for the Shares unless and until the Shares are accepted for payment and until ownership of Shares is validly transferred on the account books maintained by the Company and the Transfer Agent, and until the same are processed for payment by the Transfer Agent.

The General Partner or one of its affiliates will pay any transfer taxes with respect to the transfer and sale of Shares to the Purchaser or to the Purchaser’s order pursuant to the Offer (for the avoidance of doubt, transfer taxes do not include United States federal income or backup withholding taxes). If, however, payment of the purchase price is to be made to any person other than the registered owner(s), or if tendered Shares are registered in the name of any person other than the person signing this Letter of Transmittal, the amount of any transfer taxes (whether imposed on the registered owner(s) or such person) payable on account of the transfer to such person will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted.

IT IS UNDERSTOOD THAT THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE UNDERSIGNED AND THAT THE RISK OF LOSS OF THIS LETTER OF TRANSMITTAL AND OTHER DOCUMENTS SHALL PASS ONLY AFTER THE TRANSFER AGENT HAS ACTUALLY RECEIVED THE LETTER OF TRANSMITTAL. IF DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT ALL SUCH DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal shall not be affected by, and shall survive, the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.

The undersigned understands that the acceptance for payment by Purchaser of Shares tendered pursuant to one of the procedures described in Section 3 of the Offer to Purchase and as described in this Letter of Transmittal will constitute a binding agreement between the undersigned and Purchaser upon the terms and subject to the conditions of the Offer.

No alternative, conditional or contingent tenders will be accepted and no fractional Shares will be purchased (unless the undersigned is tendering for sale in the Offer all Shares held by the undersigned). All tendering stockholders, by execution of this Letter of Transmittal, waive any right to receive any notice of the acceptance of their Shares for payment.

All questions as to validity, form and eligibility (including time of receipt), including questions as to the proper completion or execution of any Letter of Transmittal or other required documents will be determined by the Purchaser in its sole and absolute discretion (which may delegate power in whole or in part to the Transfer Agent) which determination will be final and binding. The Purchaser reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance for payment of or payment for which may be unlawful. Purchaser also reserves the absolute right to waive any defect or irregularity in the surrender of any Shares whether or not similar defects or irregularities are waived in the case of any other stockholder. A surrender will not be deemed to have been validly made until all defects and irregularities have been cured or waived. Purchaser and the Transfer Agent shall make reasonable efforts to notify any person of any defect in any Letter of Transmittal submitted to the Transfer Agent.

Backup Withholding. Under U.S. federal income tax laws, the Transfer Agent will be required to withhold a portion of the amount of any payments made to certain stockholders pursuant to the Offer. In order to avoid such backup withholding, each tendering stockholder or payee that is a United States person (for U.S. federal income tax purposes) who has not previously submitted to the Transfer Agent a correct, completed and signed IRS Form W-9, must provide the Transfer Agent with such stockholder’s or payee’s correct taxpayer identification number (“TIN”) and certify that such stockholder or payee is not subject to such backup withholding by completing the attached Form W-9. A tendering stockholder who is a foreign individual or a foreign entity and who has not previously submitted to the Transfer Agent a correct, completed and signed version of the appropriate IRS tax form should complete, sign, and submit to the Transfer Agent the appropriate Form W-8 (Form W-8BEN for foreign individuals; or Form W-8BEN-E for foreign entities (corporations or partnerships)). Copies of such forms are attached to this Letter of Transmittal, and may also be obtained from the Transfer Agent or downloaded from the Internal Revenue Service’s website at the following address: http://www.irs.gov. Certain stockholders or payees (including, among others, corporations, non-resident foreign individuals and foreign entities) are not subject to these backup withholding and reporting requirements, but should certify their exemption by completing the applicable Form W-9 or W-8 if they have not previously submitted to the Transfer Agent a correct, completed and signed version of the appropriate IRS tax form. Failure to complete the applicable Form W-9 or W-8 will not, by itself, cause Shares to be deemed invalidly tendered, but may require the Transfer Agent to withhold a portion of the amount of any payments made of the Offer Price pursuant to the Offer.

NOTE: FAILURE TO COMPLETE AND RETURN THE APPLICABLE FORM W-9 OR FORM W-8 MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER IF THE TRANSFER AGENT DOES NOT HAVE A CORRECT, COMPLETED AND SIGNED VERSION OF THE APPROPRIATE IRS TAX FORM ON FILE. PLEASE REVIEW THE “IMPORTANT TAX INFORMATION” SECTION BELOW.

ADDITIONAL IMPORTANT TAX INFORMATION

Under United States federal income tax law, a stockholder that is a non-exempt United States person (for U.S. federal income tax purposes) whose tendered Shares are accepted for payment is required by law to provide the Transfer Agent (as payer) with such stockholder’s correct TIN on the Form W-9 below. If such stockholder is an individual, the TIN is such stockholder’s social security number. If the Transfer Agent is not provided with the correct TIN, the stockholder may be subject to penalties imposed by the Internal Revenue Service (“IRS”) and payments that are made to such stockholder with respect to Shares purchased pursuant to the Offer may be subject to backup withholding. If backup withholding applies with respect to such non-exempt United States person, the Transfer Agent is required to withhold 24% of any payments of the purchase price made to the stockholder. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund or credit may be obtained from the IRS provided that the required information is furnished to the IRS in a timely manner.

In order to avoid backup withholding, a foreign stockholder who has not previously submitted to the Transfer Agent a correct, completed and signed version of the appropriate IRS tax form should submit a properly completed applicable IRS Form W-8 (IRS Form W-8BEN for foreign individuals; or IRS Form W-8BEN-E for foreign entities such as foreign corporations or foreign partnerships; or other applicable IRS forms), including certification of such stockholder’s foreign status, signed under penalties of perjury. IRS Form W-8BEN, IRS Form W-8BEN-E, and the related instructions are attached below, and can also be obtained from the Transfer Agent or at http://www.irs.gov.

Form W-9

To prevent backup withholding on payments that are made to a United States stockholder with respect to Shares purchased pursuant to the Offer, any stockholder who has not previously submitted to the Transfer Agent a correct, completed and signed IRS Form W-9 is required to notify the Transfer Agent of such stockholder’s correct TIN by completing a Form W-9 certifying, under penalties of perjury, (i) that the TIN provided on the Form W-9 is correct (or that such stockholder is awaiting a TIN), (ii) that such stockholder is not subject to backup withholding because (a) such stockholder has not been notified by the IRS that such stockholder is subject to backup withholding as a result of a failure to report all interest or dividends, (b) the IRS has notified such stockholder that such stockholder is no longer subject to backup withholding or (c) such stockholder is exempt from backup withholding, and (iii) that such stockholder is a U.S. person.

What Number to Give the Transfer Agent

Each United States stockholder is generally required to give the Transfer Agent its social security number or employer identification number. If the tendering stockholder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, the stockholder should write “Applied For” in Part I, sign and date the Form W-9. Notwithstanding that “Applied For” is written in Part I, the Transfer Agent will withhold 24% of all payments of the purchase price to such stockholder until a TIN is provided to the Transfer Agent. Such amounts will be refunded to such surrendering stockholder if a TIN is provided to the Transfer Agent within 60 days. Please consult your own accountant or tax advisor for further guidance regarding the completion of IRS Form W-9, IRS Form W-8BEN, IRS Form W-8BEN-E, or another version of IRS Form W-8 to claim exemption from backup withholding, or contact the Transfer Agent.

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PAYMENT INSTRUCTIONS (Select only one)

Indicate how you wish to receive your payment for tendered and accepted Shares below. If an option is not selected, the proceeds for tendered and accepted Shares will be transmitted according to the wire instructions on record with the Transfer Agent (i.e., the same account to which cash dividends are paid, if any). Proceeds for qualified accounts, including IRAs and other custodial accounts, and certain broker-controlled accounts as required by your broker dealer of record, will automatically be issued to the custodian or broker dealer of record, as applicable. All custodial and broker-controlled accounts must include the custodian and/or broker dealer signature.

☐	Wire Transmittal to the Account on Record

☐	Cash/Check Mailed to Address of Record

☐	Cash/Check Mailed to Third Party/Custodian (Signature Guarantee required)

Name / Entity Name / Financial Institution		Mailing Address

City	State	Zip Code	Account Number

☐	Cash/Direct Deposit Attach a pre-printed voided check.

(Signature Guarantee required) (Non-Custodial Investors Only)

I authorize the Purchaser or its agent, including the Transfer Agent, to deposit my proceeds into my checking or savings account. In the event that the Purchaser or its agent deposits funds erroneously into my account, they are authorized to debit my account for an amount not to exceed the amount of the erroneous deposit.

Bank / Financial Institution		Mailing Address

City	State	Zip Code

Your Bank's ABA Routing Number	Your Bank Account Number	☐ Checking Account ☐ Savings Account

Please attach a pre-printed voided check.

NOTE: The average cost basis method will be used the default for calculating cost basis for any Shares tendered and accepted in the Offer. If you wish to change your cost basis method, please contact the Company prior to the Expiration Date at direct.lending@carlyle.com.

IMPORTANT — SIGN HERE

(U.S. Holders — Please Also Complete the Enclosed IRS Form W-9 If the Transfer Agent Does Not Have a

Correct, Completed and Signed Version on File)

(Non-U.S. Holders — Please Obtain and Complete IRS Form W-8BEN or W-8BEN-E (or Other Applicable

IRS Form), as Appropriate, If the Transfer Agent Does Not Have a Correct, Completed and Signed Version of the Appropriate IRS Tax Form on File)

By signing below, you acknowledge that you have received and reviewed the Offer to Purchase and that the Purchaser, in its sole discretion, shall have the right to accept the tender of Shares represented hereby unless a Notice of Withdrawal is properly submitted prior to the Expiration Date outlined in the Offer to Purchase.

(Signature(s) of Stockholder(s))

Dated: , 2022

(Must be signed by registered owner(s) exactly as name(s) appear(s) in the books and records of Carlyle Credit Solutions, Inc. If any Shares tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any tendered Shares are registered in the names of different holder(s), it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of such Shares. If this Letter of Transmittal or any certificates or stock powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to Purchaser of their authority so to act must be submitted.

Name:

(Please Print)

Capacity (full title):

Address:

(Include Zip Code)

Area Code and Telephone Number:

Tax Identification or Social Security No.:

This Letter of Transmittal and the sale, assignment, and transfer of Shares represented hereby (and, if applicable, the termination/cancellation of any remaining Unused Capital Commitments represented hereby), upon acceptance by the Purchaser, is hereby expressly acknowledged and agreed to by Carlyle Credit Solutions, Inc.

PAYER’S NAME: STATE STREET BANK AND TRUST COMPANY

THE IRS FORM W-9, IRS FORM W-8BEN AND IRS FORM W-8BEN-E ARE

INCLUDED ON THE FOLLOWING PAGES.

IMPORTANT: THIS LETTER OF TRANSMITTAL, TOGETHER WITH BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE TRANSFER AGENT ON OR PRIOR TO THE EXPIRATION DATE.

Carlyle Credit Solutions, Inc.