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Prospectus Carlyle Tactical Private Credit Fund Shares

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Prospectus Carlyle Tactical Private Credit Fund Shares PROSPECTUS CARLYLE TACTICAL PRIVATE CREDIT FUND SHARES OF BENEFICIAL INTEREST Class A Shares Class I Shares Class L Shares Class M Shares Class Y Shares April 30, 2020 Carlyle Tactical Private Credit Fund (the “Fund”) is a recently organized Delaware statutory trust that is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a non-diversified, closed-end management investment company that is operated as an interval fund. The Fund is offering through this prospectus five separate classes of shares of beneficial interest (“Shares”) designated as Class A (“Class A Shares”), Class I (“Class I Shares”), Class L (“Class L Shares”), Class M (“Class M Shares”) and Class Y (“Class Y Shares”). The Fund offers Class N Shares through a different prospectus. Investment Objective. The Fund’s investment objective is to produce current income. The Fund seeks to achieve its investment objective by opportunistically allocating its assets across a wide range of credit strategies. There can be no assurance that the Fund will achieve its investment objective. Interval Fund. The Fund is designed primarily for long-term investors and not as a trading vehicle. The Fund is an “interval fund” (defined below) pursuant to which it, subject to applicable law, will conduct quarterly repurchase offers for between 5% and 25% of the Fund’s outstanding shares of beneficial interest (“Shares”) at net asset value (“NAV”). In connection with any given repurchase offer, it is likely that the Fund may offer to repurchase only the minimum amount of 5% of its outstanding Shares. It is also possible that a repurchase offer may be oversubscribed, with the result that shareholders may only be able to have a portion of their Shares repurchased. The Fund does not currently intend to list its Shares for trading on any national securities exchange. The Shares are, therefore, not readily marketable. Even though the Fund will make quarterly repurchase offers to repurchase a portion of the Shares to try to provide liquidity to shareholders, you should consider the Shares to have limited liquidity. Principal Investment Strategies. Under normal circumstances, the Fund will invest at least 80% of its assets in private fixed-income securities and credit instruments (“private credit instruments”). The Fund will opportunistically allocate its investments in private credit instruments across any number of the following credit strategies: (a) liquid credit (including broadly syndicated loans); (b) direct lending (including first lien loans, second lien loans, unitranche loans and mezzanine debt); (c) opportunistic credit (including private credit solutions, special situations and market dislocations); and (d) structured credit (including collateralized loan obligations (“CLOs”)). To a lesser extent, the Fund also may invest in distressed credit. The Fund may invest in additional strategies in the future. The Fund may invest a substantial portion of its assets in credit instruments that are rated below investment grade by rating agencies or would be rated below investment grade if they were rated. Credit instruments that are rated below investment grade (commonly referred to as “high yield” securities or “junk bonds”) are regarded as having predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. Because of the risks associated with investing in high yield securities, an investment in the Fund should be considered speculative. Some of the credit instruments will have no credit rating at all. Important Notice: The Securities and Exchange Commission will permit funds to deliver shareholder reports electronically beginning January 1, 2021. At that time, the Fund will send a notice, either by mail or email, each time the Fund’s updated report is available on our website (www.CarlyleTacticalCredit.com). Investors enrolled in electronic delivery will receive the notice by email, with links to the updated report. Investors who are not enrolled in electronic delivery by January 1, 2021 will receive the notice in the mail. All investors who prefer to receive shareholder reports in paper may, at any time, choose that option free of charge by calling 1.833.677.3646. Unlisted Closed-End Fund. An investment in the Fund is subject to, among others, the following risks: There is not expected to be any secondary trading market in the Shares. Unlike most closed-end funds, the Shares are not listed on any securities exchange. The Fund will provide liquidity through quarterly offers to repurchase a limited amount of the Fund’s Shares (at least 5%). Fund shareholders (“Shareholders”) should not expect to be able to sell their Shares in a secondary market transaction regardless of how the Fund performs. An investment in the Fund is considered to be of limited liquidity. If a Shareholder is able to sell its Shares outside the quarterly repurchase process, the Shareholder likely will receive less than the then-current NAV per Share. An investor will pay a sales load of up to 3.50% on Class A Shares or Class L Shares. There is no assurance that quarterly distributions paid by the Fund will be maintained at the targeted level or that dividends will be paid at all. The Fund’s distributions may be funded from unlimited amounts of offering proceeds or borrowings, which may constitute a return of capital and reduce the amount of capital available to the Fund for investment. Any capital returned to Shareholders through distributions will be distributed after payment of fees and expenses. A return of capital to Shareholders is a return of a portion of their original investment in the Fund, thereby reducing the tax basis of their investment. As a result from such reduction in tax basis, Shareholders may be subject to tax in connection with the sale of Fund Shares, even if such Shares are sold at a loss relative to the Shareholder’s original investment. The Fund’s distributions may result from expense reimbursements from Carlyle Global Credit Investment Management L.L.C. (“CGCIM” or the “Adviser”), which are subject to repayment by the Fund. Shareholders should understand that any such distributions are not based on the Fund’s investment performance, and can only be sustained if the Fund achieves positive investment performance in future periods and/or CGCIM continues to make such expense reimbursements. Shareholders should also understand that the Fund’s future repayments will reduce the distributions that a Shareholder would otherwise receive. Investing in Shares involves a high degree of risk. See “Types of Investments and Related Risks” beginning on page 33 of this prospectus. The date of this prospectus is April 30, 2020. ii Per Class A Per Class I Per Class L Per Class Per Class Y Share Share Share M Share Share Total(1) Public $9.6152 $9.3100 $9.6152 $9.2900 $9.2700 $1,000,000,000.00 Offering Price Sales $ 0.3252 — $ 0.3252 — — $33,816,425.12 Load(1) Proceeds to th $9.2900 $9.3100 $9.2900 $9.2900 $9.2700 $966,183,574.88 (Before Expen (1) Generally, the stated minimum initial investment by an investor in the Fund is $25,000 with respect to Class A Shares, Class L Shares, Class M Shares and Class Y Shares and $1,000,000 with respect to Class I Shares, which stated minimums may be reduced for certain investors. Investors purchasing Class A Shares or Class L Shares may be charged a sales load of up to 3.50% of the Investor’s net purchase. The Sales Load and Proceeds to the Fund (Before Expenses) line items in the table assume the maximum sales load on Class A Shares and Class L Shares is charged on an amount of gross sales equal to the amount registered hereunder. While Class M Shares are not subject to a front-end sales charge, if you purchase Class M Shares through certain financial firms, such firms may directly charge you transaction or other fees in such amount as they may determine. Please consult your financial firm for additional information. (2) Assumes all amounts currently registered are sold in the continuous offering. CGCIM will also bear certain ongoing offering costs associated with the Fund’s continuous offering. Pursuant to an expense limitation agreement (the “Expense Limitation Agreement”) between the Fund and the Adviser, the Fund will be obligated to reimburse the Adviser for any such payments. See “Fund Expenses.” Structure. The Fund does not currently intend to list its Shares for trading on any securities exchange and does not expect any secondary market to develop for its Shares. Shareholders of the Fund are not able to have their Shares redeemed or otherwise sell their Shares on a daily basis because the Fund is an unlisted closed-end fund. To provide some liquidity to Shareholders, the Fund is structured as an “interval fund” and conducts periodic repurchase offers for a portion of its outstanding Shares, as described below. An investment in the Fund is suitable only for long-term investors who can bear the risks associated with the limited liquidity of the Shares. Investment Adviser. The investment adviser to the Fund is CGCIM. CGCIM is registered as an investment adviser with the U.S. Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). CGCIM is a majority-owned subsidiary of Carlyle Investment Management L.L.C. (“CIM” and together with CGCIM, “Carlyle”). Securities Offered. The Fund is offering its Shares on a continuous basis. With respect to Class A Shares, Class L Shares, Class M Shares and Class Y Shares, the minimum initial investment is $25,000 for regular and retirement accounts; subsequent investments may be made with at least $5,000. With respect to Class I Shares, the minimum initial investment is $1,000,000 for all accounts; subsequent investments may be made with at least $5,000.
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