Carlyle Credit Income Fund (CCIF)

[Enterprising Investor]

Vertical Capital Income Fund Announces Transaction and Board Approval of New Investment Advisory Agreement with Carlyle (1/12/23)

DALLAS, Jan. 12, 2023 /PRNewswire/ -- Vertical Capital Income Fund (NYSE: VCIF) (the "Fund") announced today that it has entered into a transaction agreement with an affiliate of global investment firm Carlyle (NASDAQ: CG), whereby upon obtaining approval by the Fund's shareholders Carlyle Global Credit Investment Management L.L.C. ("CGCIM") will become the investment adviser to the Fund (the "Transaction"). In addition, the Fund's investment mandate will change to focus on investing in equity and debt tranches of collateralized loan obligations ("CLOs") in order to drive potential shareholder value.

Under the terms of the transaction agreement, if shareholders approve a new investment advisory agreement with CGCIM and the other closing conditions are satisfied, at the closing of the Transaction, CGCIM or an affiliate will make a special one-time payment to the Fund's shareholders of $10,000,000, or approximately $0.96 per share. In addition, CGCIM or an affiliate will make a $50,000,000 equity commitment to shareholders and/or the Fund in multiple transactions, including (1) the purchase of up to approximately $25,000,000 through a tender offer and (2) an investment of approximately $25,000,000 in newly issued shares and private share purchases. All transactions are expected to occur at prices that are equal to (or greater than) the Fund's then-current net asset value per-share. As a result of these transactions and assuming the tender offer is fully subscribed, Carlyle is expected to own approximately 40% of the Fund.

The Fund's Board of Trustees has unanimously approved the proposed Transaction and will recommend that the Fund's shareholders approve the new investment advisory agreement with CGCIM, along with certain other elements of the Transaction. Additionally, the Fund's four largest institutional shareholders have signed voting, support and standstill agreements. The Fund intends to hold a special meeting of shareholders as soon as practicable to obtain requisite shareholder approvals.

"After careful consideration, the Board believes that refocusing the Fund's strategy to invest in CLOs, may add significant value for our investors. We believe the Transaction is in the best interest of shareholders and is the result of our previously announced initiative to explore strategic options for the Fund," said Robert J. Boulware, the Fund's Lead Independent Trustee and Chairman of the Board of Trustees.

Carlyle has been investing in the credit markets for more than 20 years and is currently the world's largest CLO manager[1]. The firm currently has more than $141 billion in credit assets under management across a broad range of strategies, including illiquid credit, liquid credit, and real assets credit.

The transaction is subject to approval by the Fund's shareholders and other conditions, and is expected to close in the first half of 2023. The Fund's existing adviser, Oakline Advisors, LLC, will resign in conjunction with closing of the Transaction and the effectiveness of the new investment advisory agreement.

Additional information about the Transaction will be provided in a proxy statement that the Fund will provide in connection with the special meeting of shareholders to approve the new investment advisory agreement and certain related proposals.

Ladenburg Thalmann & Co. Inc. served as financial advisor to the Fund, and Thompson Hine LLP served as legal counsel to the Fund and the independent Trustees of the Fund's Board. Simpson Thacher & Bartlett LLP served as legal counsel to CGCIM.

About Vertical Capital Income Fund

Vertical Capital Income Fund is an NYSE-listed closed-end fund that seeks monthly income by investing primarily in performing non-agency residential whole loans secured by real estate. As a secondary strategy Vertical Capital Income Fund aims to provide total return by acquiring performing residential loans at a discount to the unpaid principal balance. The Fund realizes capital gains as loans are paid off before maturity. For more information visit VCIF.us and connect with the Fund on Twitter.

About Carlyle

Carlyle (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 $369 billion of assets under management as of September 30, 2022, 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 more than 2,100 people in 29 offices across five continents. Further information is available at www.carlyle.com. Follow Carlyle on Twitter @OneCarlyle.

About Oakline Advisors, LLC

Oakline Advisors, LLC is the adviser to Vertical Capital Income Fund. Founded in 2013, Oakline Advisors, LLC is an SEC-registered investment adviser that specializes in the residential whole loan market. It is a wholly owned subsidiary of Dallas, Texas-based Behringer. Since its inception in 1989, Behringer, together with its affiliates, has raised equity of more than $6 billion in assets through public and private fund structures. For more information about Oakline and Behringer please visit their respective websites at oaklineadvisors.com and behringerinvestments.com.

[1] According to Creditflux, as of 9/30/22, Carlyle is the world's largest CLO manager by principal liabilities (debt + equities) with $48.57 billion in CLOs under management.

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