| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/12/2023 |
3. Issuer Name and Ticker or Trading Symbol
Vertical Capital Income Fund [ VCIF ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Shares of Beneficial Interest | 0(1)(2)(3)(4) | I | See footnotes(1)(2)(3)(4)(5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On January 12, 2023, the Issuer entered into a transaction agreement (the "Transaction Agreement") by and between the Issuer and Carlyle Global Credit Investment Management L.L.C., a Delaware limited liability company ("CGCIM"). Pursuant to the Transaction Agreement, CGCIM will become the investment adviser to the Issuer, as described in more detail therein and subject to certain closing conditions. The foregoing description of the Transaction Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof. |
| 2. In connection with the Transaction Agreement, the Issuer and CGCIM entered into voting agreements (the "Voting Agreements") with each of Almitas Capital LLC, a Delaware limited liability company ("Almitas"), Bulldog Investors, LLP, a Delaware limited liability partnership ("Bulldog"), High Income Securities Fund, a Massachusetts business trust ("PCF"), Relative Value Partners Group, LLC, a Delaware limited liability company ("Relative"), and Saba Capital Management L.P., a Delaware limited partnership, and certain of its clients (together, the "Saba Shareholders" and, together with Almitas, Bulldog, PCF and Relative, the "Supporting Shareholders"). |
| 3. (Continued from Footnote 2) Pursuant to the Voting Agreements, the Supporting Shareholders agreed, among other things and subject to certain limitations and exceptions, to vote all shares of beneficial interest of the Issuer ("Shares") beneficially owned by each such Supporting Shareholder in favor of the adoption of the Transaction Agreement and any other matters necessary for consummation of the transactions contemplated thereby and granted to CGCIM an irrevocable proxy to vote all such Shares in accordance with the foregoing. |
| 4. Carlyle Investment Management L.L.C. is the managing member of CGCIM. TC Group, L.L.C. is the managing member of Carlyle Investment Management L.L.C. CG Subsidiary Holdings L.L.C. is the sole member of TC Group, L.L.C. Carlyle Holdings I L.P. is the managing member of CG Subsidiary Holdings L.L.C. Carlyle Holdings I GP Sub L.L.C. is the general partner of Carlyle Holdings I L.P. Carlyle Holdings I GP Inc. is the managing member of Carlyle Holdings I GP Sub L.L.C. The Carlyle Group Inc. is the sole shareholder of Carlyle Holdings I GP Inc. |
| 5. The Reporting Persons are filing this statement solely because, as a result of the Voting Agreements, the Reporting Persons may be deemed to share beneficial ownership, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), of the Shares that are subject to the Voting Agreements. Neither the filing of this statement nor any of its content shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of Shares for purposes of Sections 13(d) or 16 of the Act or for any other purpose. The Reporting Persons do not have any pecuniary interest (as defined in Rule 16a-1(a)(2) under the Act) in any of the Shares subject to the Voting Agreements and expressly disclaims beneficial ownership of such Shares. |
| Remarks: |
| Exhibit 24: Exhibit List - Power of Attorney |
| CARLYLE GLOBAL CREDIT INVESTMENT MANAGEMENT L.L.C., By: /s/ Anne Frederick, attorney-in-fact, Name: Curt L. Buser, Title: Managing Director | 01/23/2023 | |
| THE CARLYLE GROUP INC., By: /s/ Anne Frederick, attorney-in-fact, Name: Curt L. Buser, Title: Chief Financial Officer | 01/23/2023 | |
| CARLYLE HOLDINGS I GP INC., By: /s/ Anne Frederick, attorney-in-fact, Name: Curt L. Buser, Title: Managing Director and Chief Financial Officer | 01/23/2023 | |
| CARLYLE HOLDINGS I GP SUB L.L.C., By: /s/ Anne Frederick, attorney-in-fact, Name: Curt L. Buser, Title: Managing Director and Chief Financial Officer | 01/23/2023 | |
| CARLYLE HOLDINGS I L.P., By: /s/ Anne Frederick, attorney-in-fact, Name: Curt L. Buser, Title: Managing Director | 01/23/2023 | |
| CG SUBSIDIARY HOLDINGS L.L.C., By: /s/ Anne Frederick, attorney-in-fact, Name: Curt L. Buser, Title: Managing Director | 01/23/2023 | |
| TC GROUP, L.L.C., By: /s/ Anne Frederick, attorney-in-fact, Name: Curt L. Buser, Title: Managing Director | 01/23/2023 | |
| CARLYLE INVESTMENT MANAGEMENT L.L.C., By: /s/ Anne Frederick, attorney-in-fact, Name: Curt L. Buser, Title: Chief Financial Officer | 01/23/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||