8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 6, 2020

GUGGENHEIM CREDIT INCOME FUND 2019

(Exact Name of Registrant as Specified in Charter)

Delaware	814-01091	47-2009064
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
330 Madison Avenue
New York, New York		10017
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 739-0700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

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 13(a) of the Exchange Act. ¨

Item 2.02. Results of Operations and Financial Condition.

On April 6, 2020, Guggenheim Credit Income Fund 2019 released an overview announcing its operating results for the year ended December 31, 2019, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

On April 6, 2020, Guggenheim Investments also released a press release regarding Guggenheim Credit Income Fund 2019 April 2020 distribution declarations to shareholders, a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by reference.

The information furnished pursuant to Item 2.02 of this Current Report, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Item 2.02, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01.		Financial Statements and Exhibits.
	(d)	Exhibits

EXHIBIT NUMBER	DESCRIPTION
99.1	Fourth Quarter and Year End 2019 Overview
99.2	Press Release Dated April 6, 2020

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 

			GUGGENHEIM CREDIT INCOME FUND 2019
Date:	April 6, 2020	By:	/s/ Brian S. Williams
			BRIAN S. WILLIAMS
			Chief Financial Officer

EX-99.1

Exhibit 99.1

GUGGENHEIM CREDIT INCOME FUND

FOURTH QUARTER AND YEAR END 2019 OVERVIEW

This overview contains details about the portfolio and operating results for the quarter and year ended December 31, 2019 of Guggenheim Credit Income Fund ("GCIF" or the "Master Fund") and its feeder funds, Guggenheim Credit Income Fund 2019 ("GCIF 2019") and Guggenheim Credit Income Fund 2016 T ("GCIF 2016 T") (together, the "Feeder Funds"). This overview should be read in conjunction with the GCIF 2019 and GCIF 2016 T Annual Reports on Form 10-K, which each incorporates the GCIF Annual Report on Form 10-K, as filed with the U.S. Securities and Exchange Commission (the "SEC") on March 13, 2020.

Year Ended December 31, 2019 Highlights

• GCIF 2019 declared distributions of $1.84 per share and GCIF 2016 T declared distributions of $0.65 per share, all of which were covered by estimated taxable income and gains.

• GCIF's yield on total debt investments was 8.9%, compared to 9.4% as of December 31, 2018⁽¹⁾.

• GCIF's yield on total investments was 8.9%, compared to 9.4% as of December 31, 2018⁽²⁾.

• GCIF's total investments at fair value totaled $372 million, of which 97% was in senior debt investments. The portfolio consisted of 141 investments across 86 portfolio companies.

• GCIF invested $78 million, 100% of which was in senior debt, with sales and paydowns totaling $73 million.

• GCIF had one debt investment on non-accrual status as of December 31, 2019.

• GCIF 2019’s net asset value per share as of December 31, 2019 was $23.37, compared to $24.56 as of December 31, 2018.

• GCIF 2016 T’s net asset value per share as of December 31, 2019 was $8.24, compared to $8.65 as of December 31, 2018.

Please see below for feeder fund-specific highlights:

	Year Ended December 31, 2019
	GCIF 2019		GCIF 2016 T
Distributions declared per share	$1.84		$0.65
Total investment return(3)	2.66	%	2.76	%
Total assets ($ in thousands)	$37,660		$141,741
Net asset value per share	$23.37		$8.24

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⁽¹⁾    Weighted average effective yield of the total debt investments is calculated as the effective yield of each investment and weighted by its amortized cost as compared to the aggregate amortized cost of all debt investments. Effective yield is the return earned on an investment net of any discount, premium, or issuance costs. Effective yield on total debt investments is calculated before considering the impact of leverage or any operating expenses.

⁽²⁾ The total investment portfolio yield is calculated before considering the impact of leverage or any operating expenses, and includes all income generating investments, non-income generating investments and investments on non-accrual status.

⁽³⁾    Total investment return is a measure of the change in total value for shareholders who held the Feeder Funds' common shares at the beginning and end of the period, including distributions declared during the period. Total investment return is based on (i) net asset value per share on the first day of the period, (ii) the net asset value per share on the last day of the period, plus any shares issued in connection with the reinvestment of monthly distributions, and (iii) distributions payable relating to the ownership of shares, if any, on the last day of the period. The total investment return calculation assumes that distributions are reinvested in accordance with the Feeder Funds' distribution reinvestment plan. Since there is no public market for the Feeder Funds' shares, terminal market value per share is assumed to be equal to net asset value per share on the last day of the period presented. Investment performance is presented without regard to sales load that may be incurred by shareholders in the purchase of the Feeder Funds' common shares. Total investment return is not annualized. The Feeder Funds' performance changes over time and currently may be different than that shown above. Past performance is no guarantee of future results.

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Investment Activity, Investment Performance, and Portfolio Update

During the year ended December 31, 2019, 68% of the Company's investments were sourced through direct origination channels and 32% were sourced through the syndicated channels. While we remain constructive on credit and will be opportunistic during times of technical dislocations in the syndicated markets, we believe that direct origination will be the primary source of opportunity in the near term.

The following table presents our assets as of December 31, 2019 and our investment activity during the year ended December 31, 2019 (dollars in thousands):

	As of
	December 31, 2019
Total assets	$	384,100
Yield on total debt investments	8.9		%
Yield on total investments	8.9		%
Leverage ratio (borrowings/adjusted total assets)	45		%
	Year Ended
	December 31, 2019
Investment activity segmented by access channel:
Direct origination	$	62,082
Syndicated	28,561
Total investment activity	90,643
Investments sold or repaid	(73,391		)
Net investment activity	$	17,252
Portfolio companies at beginning of year	79
Number of added portfolio companies	21
Number of exited portfolio companies	(14		)
Portfolio companies at year end	86

During the year ended December 31, 2019, 100% of commitments were in senior debt investments and during the six months ended December 31, 2019, 100% of commitments were in senior secured first lien loans. The following chart presents the investment commitments by asset class during each of the last four quarters:

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As of December 31, 2019, the investment portfolio consisted of $372 million at fair value and remained predominately invested in senior debt which represented 97% of the total portfolio at fair value. We believe senior debt investments provide for downside protection which is particularly important given today's credit environment.

The following chart presents the investment portfolio based on fair value by asset class at the end of each of the last four quarters:

As of December 31, 2019, there were 86 portfolio companies in which GCIF held 141 investments. The weighted average portfolio company age, based on fair value, was 53 years as of December 31, 2019. Furthermore, and aligned with our strategy of seeking to mitigate industry-specific risk, the companies held in GCIF's portfolio were diversified across 21 industries.

The following chart presents the investment portfolio based on fair value by industry classification (based on Moody's standard industry classifications) as of December 31, 2019:

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The yield on total debt investments was 8.9% as of December 31, 2019, compared to 9.4% as of December 31, 2018.

The following chart presents the weighted average effective yields by investment type at the end of each of the last four quarters:

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The following chart presents the weighted average EBITDA, weighted average total leverage multiple, and weighted average interest rate coverage of GCIF's portfolio companies for each of the last four quarters:

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(4) Based on trailing twelve months EBITDA as most recently reported by portfolio companies. Weighted average portfolio company EBITDA is calculated using weights based on fair value. The inputs and computations of EBITDA are not consistent across all portfolio companies. EBITDA is a non-GAAP financial measure. For a particular portfolio company, EBITDA is generally defined as net income before net interest expense, income tax expense, depreciation and amortization. EBITDA amounts are estimated from the most recent portfolio company's financial statements, have not been independently verified by GCIF or its Advisor, may reflect a normalized or adjusted amounts, typically exclude expenses deemed unusual or non-recurring, and typically include add backs for items deemed appropriate to present normalized earnings. Accordingly, neither GCIF nor its Advisor makes any representation or warranty in respect of this information.

(5) Weighted average interest coverage represents the portfolio company’s EBITDA as a multiple of interest expense. Portfolio company credit statistics are derived from the most recently available portfolio company financial statements, have not been independently verified by GCIF or its Advisors, and may reflect a normalized or adjusted amount. Accordingly, neither GCIF nor its Advisors makes any representation or warranty in respect of this information.

(6) Portfolio weighted average EBITDA, weighted average total leverage multiple, weighted average leverage multiple through tranche, and weighted average interest coverage ratio data includes information solely in respect of portfolio companies in which GCIF has a debt investment.

(7) Weighted average total leverage multiple represents the portfolio company’s total debt as a multiple of EBITDA. Weighted average leverage multiple through attachment point represents the portfolio company's debt through GCIF's position in the capital structure as a multiple of EBITDA. Portfolio company credit statistics are derived from the most recently available portfolio company financial statements, have not been independently verified by GCIF or its Advisors, and may reflect a normalized or adjusted amount. Accordingly, neither GCIF nor its Advisors makes any representation or warranty in respect of this information.

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As of December 31, 2019, there was one debt investment on non-accrual status.

The following chart presents debt investments on non-accrual status based on amortized cost and fair value at the end of each of the last four quarters:

The following chart presents the maturity schedule of GCIF's debt investments, excluding unfunded commitments, based on their principal amount as of December 31, 2019.

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GCIF's publicly offered feeder funds, GCIF 2019 and GCIF 2016 T, which have committed to seek liquidity events on or before December 31, 2021 and December 31, 2026, respectively, collectively represented 84% of GCIF's total ownership as of December 31, 2019. The following chart shows the liquidity schedule of GCIF's publicly offered feeder funds as of December 31, 2019 based on the net assets of GCIF.

About Guggenheim Credit Income Fund

GCIF is a non-traded BDC that seeks to invest primarily in large, privately-negotiated loans to private middle market U.S. companies, with a focus on senior secured debt investments. GCIF is advised by Guggenheim Partners Investment Management, LLC ("Guggenheim Investments"), an affiliate of Guggenheim Partners, LLC ("Guggenheim Partners"). For more information, please visit https://www.guggenheimCIF.com

GCIF 2016 T is closed to new investors.

About Guggenheim Partners, LLC

Guggenheim Investments represents the investment management businesses of Guggenheim Partners and includes Guggenheim, an SEC-registered investment adviser. Guggenheim Partners is a privately-held, global financial services firm with over 2,400 employees and more than $275 billion in assets under management* as of December 31, 2019. It produces customized solutions for its clients, which include institutions, governments and agencies, corporations, insurance companies, investment advisors, family offices, and individual investors.

Guggenheim Investments manages more than $215+ billion in assets across fixed income, equity, and alternatives as of December 31, 2019. Its 290+ investment professionals perform research to understand market trends and identify undervalued opportunities in areas that are often complex and underfollowed. This approach to investment management has enabled Guggenheim to deliver long-term results to its clients.

Within Guggenheim Investments is the Guggenheim Corporate Credit Team, which is responsible for all corporate credit strategies and asset management of $74 billion. A unified credit platform is utilized for all strategies and is organized by industry as opposed to asset class, which increases its ability to uncover relative value opportunities and to identify and source opportunities. The scale of the platform, combined with the expertise across a wide range of industries and in-house legal resources, allows Guggenheim to be a solution provider to the market and maintain an active pipeline of investment opportunities. 

^* Assets under management as of December 31, 2019 include leverage of $11.8 billion. Guggenheim Investments represents the following affiliated investment management businesses of Guggenheim Partners, LLC: Guggenheim Partners Investment Management, LLC, Security Investors, LLC, Guggenheim Funds Investment Advisors, LLC, Guggenheim Funds Distributors, LLC, GS GAMMA Advisors, LLC, Guggenheim Partners Europe Limited and Guggenheim Partners India Management.

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Cautionary Statement Concerning Forward-Looking Statements

This document contains forward-looking statements within the meaning of the Federal securities laws. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. GCIF, GCIF 2019, and GCIF 2016 T undertake no obligation to update any forward-looking statements contained herein to conform the statements to actual results or changes in their expectations. A number of factors may cause GCIF’s, GCIF 2019's and GCIF 2016 T's actual results, performance or achievement to differ materially from those anticipated. For further information on factors that could impact GCIF, GCIF 2019, and GCIF 2016 T performance, please review GCIF’s, GCIF 2019's, and GCIF 2016 T's respective filings at the SEC website at www.sec.gov.

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EX-99.2

Exhibit 99.2

Guggenheim Credit Income Fund April 2020 Distributions

_______________________________________________________________________________________________

NEW YORK, NY, April 6, 2020 - Guggenheim Investments today announced the following information pertinent to shareholders in Guggenheim Credit Income Fund (GCIF) and it’s feeder funds Guggenheim Credit Income Fund 2019 (GCIF 2019) and Guggenheim Credit Income Fund 2016 T (GCIF 2016 T and together with GCIF and GCIF 2019, the Funds).

In these challenging times, Guggenheim Partners Investment Management, LLC (Guggenheim), investment advisor to GCIF, is focused first and foremost on the health and well-being of our community both here in the United States and around the world.  As we navigate the current and future challenges associated with the coronavirus (COVID-19), our thoughts are with everyone who has been impacted by this unprecedented event. In light of the impact of the COVID-19 pandemic, Guggenheim has implemented steps to keep our employees safe while ensuring full business continuity. We also continue to focus on maintaining a close dialogue with our investors and to diligently manage your portfolio as detailed below.

Portfolio Positioning

We have been wary of market conditions for several years and have invested cautiously within the GCIF portfolio, resulting in a diversified portfolio that we believe is well positioned to withstand market turbulence as compared to less diversified funds.  Senior Secured Loans, which are the most senior in the capital structure, account for approximately 75% of the portfolio, Senior Debt accounts for 96.5% of the portfolio, and we are highly diversified by industry. 

We are going through the portfolio, company by company, industry by industry, and engaging in regular dialogue with equity owners, management teams, industry consultants and other lenders.  While the scale of the COVID-19 pandemic means that it is unlikely that any of our portfolio companies will be unaffected, we have limited exposures to the most vulnerable industries including Retail, Energy, and Travel and Leisure (as of 12/31/19, the GCIF portfolio had 4.5% exposure to Traditional Retail, 1.6% exposure to Retail: Food and Beverage, 3.2% exposure to Energy: Oil & Gas, and less than 2% of exposure to Hotel Gaming & Leisure and Transportation: Cargo). 

Distribution Update

Additionally, while we focus on seeking to achieve capital preservation and maintaining conservative portfolio positioning, GCIF 2019 and GCIF 2016 T have lowered their cash distribution amounts. This is the first instance of GCIF 2019 and GCIF 2016 T decreasing distributions to shareholders in four years, and the decision is not made lightly. By decreasing distributions in the near term, while in the midst of this unprecedented global health crisis, Guggenheim is acting cautiously to seek to protect GCIF and its shareholders’ investment in the long term. As a

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seasoned investment manager, Guggenheim’s focus is on actively managing GCIF’s liquidity and targeting sustainable distributions for shareholders.

	GCIF 2016 T Net Asset Value: $6.941	GCIF 2019 Net Asset Value: $19.741
Record Date	Distributions Per Share	Distributions Per Share	Payment Date
April 6, 2020	$0.01069	$0.03015	April 29, 2020
April 13, 2020	$0.01069	$0.03015	April 29, 2020
April 20, 2020	$0.01069	$0.03015	April 29, 2020
April 27, 2020	$0.01069	$0.03015	April 29, 2020

¹As of March 30, 2020.

We will continue to regularly publish GCIF updates on our website, www.GuggenheimCIF.com, and at www.sec.gov. In the meantime, our corporate credit and investor servicing teams are fully engaged and operating at full capacity, managing the GCIF portfolio and servicing our shareholders and distribution partners. 

About Guggenheim Credit Income Fund

GCIF is a non-traded BDC that seeks to invest primarily in large, privately-negotiated loans to private middle market U.S. companies, with a focus on senior secured debt investments. GCIF is advised by Guggenheim Partners Investment Management, LLC, an affiliate of Guggenheim Partners. For more information, please visit www.GuggenheimCIF.com.

GCIF 2016 T is closed to new investors.

About Guggenheim Investments

Guggenheim Investments is the global asset management and investment advisory division of Guggenheim Partners, LLC (“Guggenheim”), with $215 billion^* in assets under management across fixed income, equity, and alternative strategies. We focus on the return and risk needs of insurance companies, corporate and public pension funds, sovereign wealth funds, endowments and foundations, consultants, wealth managers, and high-net-worth investors. Our 290+ investment professionals perform rigorous research to understand market trends and identify undervalued opportunities in areas that are often complex and underfollowed. This approach to investment management has enabled us to deliver innovative strategies providing diversification opportunities and attractive long-term results.

* Assets under management as of 12.31.2019 and include leverage of $11.8bn. Guggenheim Investments represents the following affiliated investment management businesses of Guggenheim Partners, LLC: Guggenheim Partners Investment Management, LLC, Security Investors, LLC, Guggenheim Funds Distributors, LLC, Guggenheim Funds Investment Advisors, LLC, Guggenheim Corporate Funding, LLC, Guggenheim Partners Europe Limited, GS GAMMA Advisors, LLC, and Guggenheim Partners India Management.

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Certain Information about Distributions

The payment of future distributions is subject to the discretion of the Board of Trustees and there can be no assurance as to the amount or timing of any such future distributions. Distributions are not guaranteed. Future distributions to shareholders may be funded in significant part by the reimbursement of certain expenses that are subject to repayment to the advisor of the Funds. Such waivers and reimbursements by the advisor may not continue in the future. If the advisor had not agreed to reimburse certain expenses, significant portions of the distributions paid thus far may have come from offering proceeds or borrowings. The repayment of amounts owed to the advisor will reduce the future distributions to which investors would otherwise be entitled. Unless otherwise noted, the distribution above does not include a return of capital.

Risk Factors

This investment is speculative and contains a high degree of risk. Investors should consult a financial professional to determine whether the risks are compatible with their investment objectives. An investment in the Fund is illiquid, which means that you will have limited ability to sell your shares, and should not expect to be able to sell your shares prior to a liquidity event, which is not guaranteed. Please read the Fund’s prospectus for more information about these and other risks. This press release is not an offer to sell securities of the Funds and sales may only be made pursuant to, and subject to the terms of the Funds’ prospectuses.

Investors should consider the investment objectives and policies, risk considerations, charges and expenses of any investment before they invest. For this and more information, visit www.guggenheiminvestments.com or contact a securities representative of Guggenheim Funds Distributors, LLC 227 West Monroe Street, Chicago, IL 60606, 800-345-7999.

Media Contact

Gerard Carney

Guggenheim Investments

310.871.9208

Gerard.Carney@guggenheimpartners.com

Not FDIC-Insured | Not Bank-Guaranteed | May Lose Value

Member FINRA/SIPC (4/20)

41818

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