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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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Carlyle Credit Income Fund (Name of Issuer) |
Preferred Shares (Title of Class of Securities) |
92535C500 (CUSIP Number) |
Courtney Fandrick 600 Steamboat Road, Suite 202, Greenwich, CT, 06830 203 340 8536 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/13/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 92535C500 |
| 1 |
Name of reporting person
Eagle Point Credit Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
610,582.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
29.35 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Preferred Shares |
| (b) | Name of Issuer:
Carlyle Credit Income Fund |
| (c) | Address of Issuer's Principal Executive Offices:
One Vanderbilt Avenue, Suite 3400, New York,
NEW YORK
, 10017. |
| Item 2. | Identity and Background |
| (a) | Eagle Point Credit Management LLC |
| (b) | 600 Steamboat Road, Suite 202, Greenwich, CT 06830 United States. |
| (c) | This Schedule 13D is filed by Eagle Point Credit Management LLC ("EPCM"), a Delaware limited liability company (the "Reporting Person"). The principal business address for the Reporting Person is 600 Steamboat Road, Suite 202, Greenwich, CT 06830 United States.
EPCM is a registered investment adviser and serves as investment adviser to certain private funds and separately managed accounts which hold the Preferred Shares described herein (collectively, the "Accounts"). EPCM is ultimately wholly owned by Eagle Point Holdings LP ("EP Holdings") through intermediary holding companies. Eagle Point Holdings GP LLC ("EP Holdings GP") is the sole general partner of EP Holdings. EP Holdings GP is managed by a board of managers (the "EP Holdings Board") of which the majority of the members are appointed by Trident EP-II Holdings LLC ("EP-II LLC"), which also owns a majority of the voting interests in EP Holdings GP.
Information regarding EP Holdings, EP Holdings GP, EP-II LLC, and each member of the EP Holdings Board (the "Additional Disclosed Persons" and, together with the Reporting Person, the "Disclosed Parties") is attached to this Schedule 13D as Schedule I and is incorporated herein by reference. |
| (d) | During the past five years, none of the Disclosed Partieshas been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the past five years, none of the Disclosed Partieswas a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Since the Reporting Persons' previous Schedule 13D filing relating to the Preferred Shares (filed with the SEC on February 23, 2024 and available at the following hyperlink: https://www.sec.gov/Archives/edgar/data/1607203/000110465924027162/tm247183d1_sc13da.htm), all of the Preferred Shares reported herein were acquired over a period of time in multiple secondary transactions at various market prices. The funds used to acquire each of the Preferred Shares were from each applicable Account's available investment capital. | |
| Item 4. | Purpose of Transaction |
EPCM caused the Accounts to acquire the Preferred Shares they hold for investment purposes and will continue to analyze such investments on an ongoing basis. EPCM, on behalf of the Accounts, reserves the right to increase or decrease the Accounts' ownership of the Preferred Shares over time. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Based on public disclosures filed by the Issuer with the SEC, the Issuer has total of 2,080,000 shares of preferred stock outstanding as of September 30, 2024. The Reporting Person may be deemed to beneficially own an aggregate of 610,582 Series A Preferred Shares, which represents approximately 29.35% of all of the Issuer's outstanding preferred shares. The number of Preferred Shares which may be deemed to be beneficially owned by the Disclosed Parties are as follows:
Shares Deemed to be Beneficially Nature of Ownership Percentage of Class
Owned By:
Eagle Point Credit Management Sole Voting and Sole Dispositive 29.35%
LLC: 610,582 Power (1)
EP Holdings (2): - - -
EP Holdings GP (2): - - -
EP Holdings Board members (2): - - -
EP-II LLC (2): - - -
(1) Pursuant to an investment management agreement between EPCM and each Account, EPCM has discretionary investment authority and voting power with respect to the Preferred Shares held by the Accounts. Thus, EPCM could be deemed to have the sole power to vote and dispose or direct the disposition of such Preferred Shares.
(2) EP Holdings is a holding company for EPCM. While EP Holdings, EP Holdings GP, each of the EP Holdings Board members, and EP-II LLC could be deemed to share beneficial ownership of the securities held by the Accounts and beneficially owned by EPCM, each of the foregoing fully disclaim beneficial ownership of such securities. |
| (b) | 610,582 |
| (c) | Subsequent to the last amendment to this Schedule 13D, filed with the SEC on February 23, 2024, the Accounts engaged in the following secondary transactions:
Date Acquisition/Sale Number of Price per
Preferred Shares Preferred Share
2/26/2024 Sale 100 $25.69
3/5/2024 Sale 138 $25.690
3/8/2024 Sale 66 $25.70
3/12/2024 Sale 700 $25.62
3/12/2024 Sale 100 $25.63
3/12/2024 Sale 1,800 $25.65
3/15/2024 Purchase 3,006 $25.25
3/25/2024 Purchase 2,835 $25.40
3/27/2024 Purchase 15 $25.24
3/27/2024 Purchase 4,000 $25.27
3/27/2024 Purchase 2,000 $25.30
4/9/2024 Purchase 2,208 $25.200
4/25/2024 Sale 485 $25.80
4/26/2024 Sale 100 $25.80
5/2/2024 Sale 100 $25.80
5/6/2024 Sale 100 $25.800
5/9/2024 Sale 475 $25.80
5/29/2024 Sale 458 $25.80
5/30/2024 Sale 58 $25.80
5/30/2024 Sale 100 $26.02
5/31/2024 Sale 855 $25.85
5/31/2024 Sale 205 $25.87
6/3/2024 Sale 5 $25.87
6/4/2024 Sale 63 $25.87
6/11/2024 Sale 100 $25.87
6/11/2024 Sale 300 $25.88
6/12/2024 Sale 200 $25.90
6/12/2024 Sale 100 $25.92
6/12/2024 Sale 453 $25.93
6/13/2024 Sale 104 $25.90
9/30/2024 Sale 2,029 $25.90
9/30/2024 Sale 500 $25.94
10/1/2024 Sale 60 $25.94
10/2/2024 Sale 25 $25.94
10/3/2024 Sale 2,010 $25.94
10/4/2024 Sale 300 $25.90
10/4/2024 Sale 506 $25.94
10/8/2024 Sale 549 $25.94
10/11/2024 Sale 472 $25.94
10/15/2024 Sale 500 $25.94
10/15/2024 Sale 300 $26.00
10/15/2024 Sale 1,500 $26.01
10/15/2024 Sale 200 $26.03
10/15/2024 Sale 800 $26.04
10/16/2024 Sale 100 $26.00
11/7/2024 Sale 10 $25.90
11/11/2024 Sale 2,195 $25.92
11/11/2024 Sale 1,250 $25.95
11/11/2024 Sale 1,129 $25.98
11/11/2024 Sale 1,163 $25.99
11/11/2024 Sale 1,800 $26.00
11/11/2024 Sale 535 $26.01
11/11/2024 Sale 1,457 $26.02
11/11/2024 Sale 1,056 $26.03
11/11/2024 Sale 150 $26.04
11/12/2024 Sale 150 $26.00
11/12/2024 Sale 1,400 $26.02
11/12/2024 Sale 1,471 $26.03
11/12/2024 Sale 526 $26.04
11/12/2024 Sale 96 $26.05
11/13/2024 Sale 600 $25.99
11/13/2024 Sale 1,409 $26.00
11/13/2024 Sale 380 $26.01
11/13/2024 Sale 510 $26.02
11/13/2024 Sale 100 $26.03
11/13/2024 Sale 6 $26.04
11/13/2024 Sale 291 $26.05
11/13/2024 Sale 100 $26.06
11/13/2024 Sale 153 $26.07
11/14/2024 Sale 300 $25.99
11/14/2024 Sale 100 $26.00
11/14/2024 Sale 932 $26.01
11/14/2024 Sale 1,000 $26.03
11/14/2024 Sale 200 $26.05
11/14/2024 Sale 100 $26.06
11/14/2024 Sale 1 $26.07
11/15/2024 Sale 100 $25.97
11/15/2024 Sale 3,345 $26.00
11/15/2024 Sale 240 $26.01
11/15/2024 Sale 345 $26.02
11/18/2024 Sale 400 $25.95
11/18/2024 Sale 600 $25.96
11/18/2024 Sale 100 $25.98
11/18/2024 Sale 300 $25.99
11/18/2024 Sale 100 $26.00
11/19/2024 Sale 100 $26.00
11/20/2024 Sale 846 $26.00
11/21/2024 Sale 900 $25.94
11/21/2024 Sale 500 $25.95
11/21/2024 Sale 200 $25.96
11/22/2024 Sale 1,300 $25.95
11/25/2024 Sale 1,000 $25.94
11/25/2024 Sale 1,200 $25.97
11/25/2024 Sale 750 $25.99
11/26/2024 Sale 800 $25.94
11/26/2024 Sale 300 $25.95
11/26/2024 Sale 100 $25.97
11/26/2024 Sale 100 $25.99
11/27/2024 Sale 214 $25.99
11/29/2024 Sale 704 $25.97
12/2/2024 Sale 770 $25.99
12/2/2024 Sale 565 $26.02
12/5/2024 Sale 500 $26.00
12/5/2024 Sale 500 $26.02
12/6/2024 Sale 552 $26.00
12/6/2024 Sale 600 $26.02
12/6/2024 Sale 100 $26.03
12/9/2024 Sale 110 $25.98
12/9/2024 Sale 538 $26.00
12/17/2024 Sale 500 $25.85
12/17/2024 Sale 5,719 $25.86
12/17/2024 Sale 1,500 $25.87
12/17/2024 Sale 216 $25.88
12/17/2024 Sale 2 $25.89
12/17/2024 Sale 100 $25.91
12/17/2024 Sale 200 $25.93
12/17/2024 Sale 98 $25.95
12/20/2024 Sale 414 $25.80
12/24/2024 Sale 200 $25.70
12/24/2024 Sale 100 $25.71
12/27/2024 Sale 100 $25.70
12/27/2024 Sale 2,100 $25.74
12/30/2024 Sale 553 $25.70
12/31/2024 Sale 100 $25.70
12/31/2024 Sale 100 $25.74
12/31/2024 Sale 800 $25.78
1/2/2025 Sale 300 $25.76
1/2/2025 Sale 100 $25.82
1/3/2025 Sale 200 $25.74
1/6/2025 Sale 700 $25.74
1/7/2025 Sale 100 $25.76
1/7/2025 Sale 200 $25.79
1/7/2025 Sale 784 $25.80 |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The relationships between the Disclosing Parties are described in response to Item 2. | |
| Item 7. | Material to be Filed as Exhibits. |
All other materials which may be required to be filed as exhibits have been incorporated by reference herein. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
Remarks: See Exhibit SCHEDULE I |
Exhibit 99.1
SCHEDULE I
EP Holdings is a Delaware limited partnership and EP Holdings GP is a Delaware limited liability company. The principal business address of each of these entities is c/o Eagle Point Credit Management LLC, 600 Steamboat Road, Suite 202, Greenwich, CT 06830.
EP-II LLC is a Delaware limited liability company. Its principal business address is c/o Stone Point Capital LLC, 20 Horseneck Lane, Greenwich, CT 06830.
Set forth below is the name and principal occupation of each member of the Board of EP Holdings GP. Each of the following individuals is a United States citizen.
| Name | Principal Occupation | Principal Business Address |
| Scott J. Bronner | Managing Director, Stone Point Capital LLC |
c/o Stone Point Capital LLC, 20 Horseneck Lane, Greenwich, CT 06830 |
| Thomas P. Majewski |
Managing Partner, EPCM (and certain affiliated advisers) |
c/o Eagle Point Credit Management LLC, 600 Steamboat Road, Suite 202, Greenwich, CT 06830 |
| James R. Matthews | Managing Director, Stone Point Capital LLC |
c/o Stone Point Capital LLC, 20 Horseneck Lane, Greenwich, CT 06830 |
Additional information regarding EPCM’s ownership and governance structure is set forth in its Form ADV, as filed with the Securities and Exchange Commission (SEC File No. 801-77721), under the Investment Advisers Act of 1940, as amended, and is incorporated herein by reference.