UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO § 240.13d-1(b),
(c) AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)*
CARLYLE TACTICAL
PRIVATE CREDIT FUND
(Name of Issuer)
Series A Mandatory Redeemable Preferred
Shares
Series B Mandatory Redeemable Preferred
Shares
Series C Mandatory Redeemable Preferred
Shares
Series D Mandatory Redeemable Preferred
Shares
Series E Mandatory Redeemable Preferred
Shares
(Title of Class of
Securities)
143106 2*2
143106 3*1
143106 A*3
143106 A@1
143106 A#9
(CUSIP Numbers)
June 9, 2024
(Date of Event Which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
* |
The remainder of this cover
page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter disclosure provided in a prior cover page. |
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, 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).
CUSIP Nos.
143106 2*2; 143106 3*1; 143106 A*3; |
|
|
143106 A@1; 143106 A#9 |
|
|
1. |
Name
of reporting person
American International Group, Inc. |
2. |
Check
the appropriate box if a member of a group
(a) ¨ (b)
x
|
3. |
SEC
use only
|
4. |
Citizenship
or place of organization
Incorporated under the laws of the State of Delaware |
Number
of
shares
beneficially
owned by
each
reporting
person
with |
5. |
Sole
voting power
0 |
6. |
Shared
voting power
343,272 |
7. |
Sole
dispositive power
0 |
8. |
Shared
dispositive power
343,272 |
9. |
Aggregate
amount beneficially owned by each reporting person
343,272 |
10. |
Check
box if the aggregate amount in Row (9) excludes certain shares ¨
|
11. |
Percent
of class represented by amount in Row (9)
2.2% |
12. |
Type
of reporting person
HC |
|
|
|
|
ITEM 1 (a). |
NAME OF ISSUER: |
Carlyle Tactical Private Credit Fund (the “Issuer”)
ITEM 1 (b). |
ADDRESS OF ISSUER’S PRINCIPAL
EXECUTIVE OFFICES: |
One Vanderbilt Avenue, Suite 3400
New York, NY 10017
ITEM 2 (a). |
NAME OF PERSON FILING: |
This Schedule 13G is filed by American International Group, Inc.
(“AIG”).
ITEM 2 (b). |
ADDRESS OF PRINCIPAL BUSINESS
OFFICE OR, IF NONE, RESIDENCE: |
1271 Avenue of the Americas
New York, NY 10020
Incorporated under the laws of the State of Delaware.
ITEM 2 (d). |
TITLE OF CLASS OF SECURITIES:
|
Mandatory Redeemable Preferred Shares
ITEM 2 (e). |
CUSIP NUMBERS: |
143106 2*2 (Series A Mandatory Redeemable Preferred Shares) (the
“Series A Preferred Shares”).
143106 3*1 (Series B Mandatory Redeemable Preferred Shares) (the
“Series B Preferred Shares”).
143106 A*3 (Series C Mandatory Redeemable Preferred Shares) (the
“Series C Preferred Shares”).
143106 A@1 (Series D Mandatory Redeemable Preferred Shares) (the
“Series D Preferred Shares”).
143106 A#9 (Series E Mandatory Redeemable Preferred Shares) (the
“Series E Preferred Shares”).
The Series A Preferred Shares, the Series B Preferred Shares,
the Series C Preferred Shares, the Series D Preferred Shares and the Series E Preferred Shares form a single class of
the Issuer’s preferred equity securities and are collectively referred to in this Schedule 13G as the “Mandatory Redeemable
Preferred Shares”.
ITEM 3. |
IF THIS STATEMENT IS FILED PURSUANT
TO §§ 240.13d-1(b), OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
|
(a) |
¨ Broker
or dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
|
(b) |
¨ Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
|
(c) |
¨ Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
|
(d) |
¨ Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
|
(e) |
¨ An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
|
(f) |
¨ An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
|
(g) |
x A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
|
(h) |
¨ A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
(i) |
¨ A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3); |
|
(j) |
¨ A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
|
(k) |
¨ Group,
in accordance with § 240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
(a) |
Amount beneficially owned:
343,272 |
|
(b) |
Percent of class: 2.2%
|
|
(c) |
Number of shares as to
which the person has: |
|
(i) |
Sole power to vote or to
direct the vote: 0 |
|
(ii) |
Shared power to vote or
to direct the vote: 343,272 |
|
(iii) |
Sole power to dispose or
to direct the disposition of: 0 |
|
(iv) |
Shared power to dispose or to direct the disposition of: 343,272 |
As of June 9, 2024, Corebridge Financial, Inc. (“CRBG”)
ceased to be a controlled subsidiary of AIG. As a result of and following such event, CRBG and AIG report beneficial ownership independently
and AIG no longer reports beneficial ownership of securities held directly by CRBG and its subsidiaries.
ITEM 5. |
OWNERSHIP OF FIVE PERCENT OR
LESS OF CLASS. |
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check
the following x.
ITEM 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT
ON BEHALF OF ANOTHER PERSON. |
Certain of AIG’s subsidiaries,
as noted below, have the right to receive or the power to direct the receipt of dividends from, and the proceeds from the sale of, the
Mandatory Redeemable Preferred Shares. American Home Assurance Company and National Union Fire Insurance Company of Pittsburgh, PA, each
an indirect wholly owned subsidiary of AIG, beneficially own 1.3% and 0.9%, respectively, of the outstanding Mandatory Redeemable Preferred
Shares.
ITEM 7. |
IDENTIFICATION AND CLASSIFICATION
OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON. |
See Exhibit 99.1.
ITEM 8. |
IDENTIFICATION AND CLASSIFICATION
OF MEMBERS OF THE GROUP. |
Not applicable.
ITEM 9. |
NOTICE OF DISSOLUTION OF GROUP.
|
Not applicable.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in
connection with a nomination under § 240.14a-11.
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.
Date: June 11, 2024
|
AMERICAN INTERNATIONAL GROUP, INC. |
|
|
|
|
By |
/s/
Gregory Ruffa |
|
Name: |
Gregory Ruffa |
|
Title: |
Senior Vice President,
Legal |
Exhibit 99.1
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON.
American International Group, Inc. — Subsidiary Information
for the Mandatory Redeemable Preferred Shares:
American Home Assurance Company:
Insurance Company pursuant to Rule 13d-1(b)(1)(ii)(C)
Category Symbol: IC
National Union Fire Insurance Company of Pittsburgh, PA:
Insurance Company pursuant to Rule 13d-1(b)(1)(ii)(C)
Category Symbol: IC
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