8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 27, 2022

Carlyle Credit Solutions, Inc.

(Exact Name of Registrant as Specified in Charter)

Maryland	No. 814-01248	81- 5320146
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Vanderbilt Avenue, Suite 3400 New York, New York	10017
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 813-4900

N/A

(Former name or former address, if changed since last report.)

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 (see General Instructions A.2.):

☐ 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:

Title of each class:	Trading Symbol(s)	Name of each exchange on which registered:
N/A	N/A	N/A

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 27, 2022, the Registrant issued a letter to stockholders announcing guidance relating to certain preliminary estimates of its financial condition and results of operations for the fiscal quarter ended March 31, 2022, as well as other information. A copy of such letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for any purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section. The information in this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit	Description
99.1	Letter to Stockholders, dated April 27, 2022

SIGNATURE

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

Carlyle Credit Solutions, Inc.
By:	/s/ Joshua Lefkowitz
Name:	Joshua Lefkowitz
Title:	Secretary

Date: April 27, 2022

EX-99.1

Exhibit 99.1

April 27, 2022

Carlyle Credit Solutions, Inc. First Quarter 2022 Dividend & Preliminary Results

Carlyle Credit Solutions, Inc. (the “Company”) is pleased to announce guidance relating to preliminary results for the first quarter of 2022, including with respect to its dividend for the first quarter of 2022.

As previously announced, on March 25, 2022, the Company’s board of directors declared (i) a dividend of $0.50 per share of common stock (the “Q1 2022 Quarterly Dividend”) and (ii) a dividend of $0.103745 per share of common stock (the “Realized Gains Dividend”), each paid on April 18, 2022 to stockholders of record on March 25, 2022. The Q1 2022 Quarterly Dividend was covered entirely by the Company’s net investment income for the first quarter of 2022, which was consistent with the Company’s expectations, as well as undistributed taxable earnings from net investment income from previous periods. The Realized Gains Dividend comprised of cumulative realized gains which had been aggregated over the past three quarters and represents the Company’s first ever dividend from realized gains.

In addition, based on preliminary estimates, the Company’s expects its net asset value per share as of March 31, 2022 to increase slightly from the purchase price per share of $20.13 included in the tender offer for shares of the Company’s common stock launched on April 5, 2022. The slight increase is a result of investment income and investment gains seen in the last days of the quarter.

FORWARD-LOOKING STATEMENTS AND OTHER MATTERS

The Company cautions that statements in this letter which are forward-looking and provide other than historical information, including but not limited to the preliminary estimates of first quarter 2022 financial information and results, are based on current conditions and information available to the Company as of the date hereof. Although its management believes that the expectations reflected in those forward-looking statements are reasonable, the Company can give no assurance that those expectations will prove to be correct. Those forward-looking statements are made based on various underlying assumptions and are subject to numerous uncertainties and risks, including, without limitation, such factors described under the captions “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” included in the Company’s filings with the Securities and Exchange Commission (www.sec.gov). The Company undertakes no obligation to update the information contained herein to reflect subsequently occurring events or circumstances, except as required by applicable securities laws and regulations.

The preliminary estimates of first quarter 2022 financial information and results furnished above are based on the Company’s management’s preliminary determinations and current expectations, and such information is inherently uncertain. The preliminary estimates are subject to completion of the Company’s customary period-end closing and review procedures and third-party review, including the determination of the fair value of the Company’s portfolio investments. As a result, actual results could differ materially from the current preliminary estimates based on adjustments made during the Company’s period-end closing and review procedures and third-party review, and the Company’s reported information in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 may differ from this information, and any such differences may be material.  In addition, the information furnished above does not include all of the information regarding the Company’s financial condition and results of operations for the quarter ended March 31, 2022 that may be important to readers.  As a result, readers are cautioned not to place undue reliance on the information furnished in this letter and should view this information in the context of the Company’s full first quarter 2022 results when such results are disclosed by the Company in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.  The information furnished in this letter is based on current expectations that involve substantial risks and uncertainties that could cause actual results to differ materially from the results expressed in, or implied by, such information.

Carlyle’ and ‘The Carlyle Group’ are registered trademarks of TC Group, L.L.C.

ABOUT CARLYLE

Carlyle (“Carlyle,” or the “Adviser”) (NASDAQ: CG) is a global investment firm with deep industry expertise that deploys private capital across three business segments: Global Private Equity, Global Credit and Global Investment Solutions. With $301 billion of assets under management as of December 31, 2021, Carlyle’s purpose is to invest wisely and create value on behalf of its investors, portfolio companies and the communities in which we live and invest. Carlyle employs nearly 1,850 people in 26 offices across five continents. Further information is available at www.carlyle.com. Follow Carlyle on Twitter @OneCarlyle.

CONTACTS:

Daniel Hahn

+1-212-813-4928

direct.lending@carlyle.com

Carlyle’ and ‘The Carlyle Group’ are registered trademarks of TC Group, L.L.C.