Carlyle Secured Lending Inc美股招股说明书(2025-01-07版)

One Vanderbilt Avenue, Suite 3400New York, NY 10017 MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT January 7, 2025 To Our Stockholders: We are pleased to invite you to attend a Special Meeting of Stockholders (the “CGBD Special Meeting”) of CarlyleSecured Lending, Inc., a Maryland corporation (“we,” “us,” “our,” or “CGBD”), to be held virtuallyatwww.virtualshareholdermeeting.com/CGBD2025MERGERon March 26, 2025, at 9 a.m., Eastern time.Stockholders of record of CGBD at the close of business on December 30, 2024 are entitled to notice of, and to voteat, the CGBD Special Meeting or any adjournment or postponement thereof. The notice of special meeting and the joint proxy statement/information statement/prospectus accompanying thisletter provide an outline of the business to be conducted at the CGBD Special Meeting. At the CGBD SpecialMeeting, you will be asked to approve the issuance of shares of common stock, par value $0.01 per share, of CGBD(“CGBD Common Stock”) to be issued pursuant to the Agreement and Plan of Merger, dated as of August 2, 2024(as it has been or may be amended, supplemented or modified from time to time, the “Merger Agreement”), amongCarlyle Secured Lending III, a Delaware statutory trust (“CSL III”), CGBD, Blue Fox Merger Sub, Inc., a Marylandcorporation and a direct wholly-owned subsidiary of CGBD (“Merger Sub”), and, for the limited purposes set forththerein, CSL III Advisor, LLC, a Delaware limited liability company and investment adviser of CSL III, and CarlyleGlobal Credit Investment Management L.L.C., a Delaware limited liability company and investment adviser ofCGBD (the “Merger Stock Issuance Proposal”). Closing of the Mergers (as defined below) is contingent upon (a) CGBD stockholder approval of the Merger StockIssuance Proposal and (b) satisfaction or waiver of certain other closing conditions. If the Mergers do not close, thenthe CGBD Common Stock will not be issued pursuant to the Merger Stock Issuance Proposal, even if approved bythe CGBD stockholders. See “Description of the Merger Agreement — Conditions to Closing the Mergers” in thejoint proxy statement/information statement/prospectus accompanying this letter for a full description of the closingconditions set forth in the Merger Agreement. CGBD and CSL III are proposing a combination of both companies by a merger and related transactions pursuant tothe Merger Agreement in which Merger Sub would merge with and into CSL III (the “First Merger”), with CSL IIIcontinuing as the surviving company and as a wholly-owned subsidiary of CGBD. Immediately after theeffectiveness of the First Merger, CSL III will merge with and into CGBD (the “Second Merger,” together with theFirst Merger, the “Mergers”), with CGBD continuing as the surviving company. Like CGBD, CSL III has elected tobe regulated as a business development company under the Investment Company Act of 1940, as amended. CSL IIIis not, as of the date hereof, a wholly-owned subsidiary of CGBD. Subject to the terms and conditions of the Merger Agreement, at the effective time of the First Merger (the“Effective Time”), each common share of beneficial interest, par value $0.001 per share, of CSL III (“CSL IIICommon Shares”) issued and outstanding immediately prior to the Effective Time (other than shares owned by CGBD or any of its consolidated subsidiaries (the “Cancelled Shares”)) will be converted into the right to receive anumber of shares of CGBD Common Stock, based on an exchange ratio determined as of a mutually agreed date noearlier than 48 hours (excluding Sundays and holidays) prior to the Effective Time (such date, the “DeterminationDate”) that potentially values CGBD at a premium to its net asset value (“NAV”) with such premium-to-NAVsubject to a cap of 5.5%. As described in more detail in the joint proxy statement/information statement/prospectusaccompanying this letter, the Exchange Ratio (as defined in the Merger Agreement) is calculated by taking intoaccount the per share NAV of CGBD and CSL III (the “CGBD Per Share NAV” and the “CSL III Per Share NAV,”respectively), as well as the closing price per share of CGBD Common Stock on the Nasdaq Global Select Market(“Nasdaq”) on either the Determination Date or, if the Nasdaq is closed, the most Table of Contents recent trading day prior to the Determination Date (the “CGBD Common Stock Price”). If the CGBD CommonStock Price is equal to or less than the CGBD Per Share NAV on such date, then the Exchange Ratio will be thequotient (rounded to the fourth nearest decimal) of: (A) the CSL III Per Share NAV, and (B) the CGBD Per ShareNAV. See “Summary of the Merger — Merger Consideration” in the joint proxy statement/informationstatement/prospectus accompanying this letter for a full description of the determination of the Exchange Ratiopursuant to the Merger Agreement. The following scenarios provide an illustration of the mechanics of the Exchange Ratio based on the ratio of theCGBD Common Stock Price to the