486BPOS: 1WS Credit Income Fund Files Post-Effective Amendment for Continuous Securities Offering

1WS Credit Income Fund updates its registration statement with a post-effective amendment to continue offering shares of beneficial interest.

Summary

• 1WS Credit Income Fund, a non-diversified, closed-end management investment company, filed a post-effective amendment to its registration statement.
• The fund is continuously offering shares of beneficial interest.
• The fund operates as an interval fund and intends to make quarterly repurchase offers of at least 5% of its outstanding shares at NAV.
• The fund's investment objective is to seek attractive risk-adjusted total returns through income generation and capital appreciation.
• The fund invests primarily in structured credit and securitized debt instruments.
• Under normal investment conditions, the fund invests at least 80% of its assets in debt obligations.
• The fund may use leverage through borrowings, reverse repurchase agreements, and derivatives.
• The investment adviser is 1WS Capital Advisors, LLC, controlled by One William Street Capital Management, L.P.
• The adviser is entitled to a management fee at an annualized rate of 1.50% of the fund's daily gross assets, though this is voluntarily reduced to 1.25% for the one-year period beginning March 1, 2025.
• The adviser has agreed to limit Other Expenses of the Fund to 0.50% of the gross assets as allocated to each class of Shares of the Fund through March 1, 2026.
• The fund has various service providers, including ALPS Distributors, Inc. as the distributor, The Bank of New York Mellon as the custodian, and SS&C Global Investor & Distribution Solutions, Inc. as the transfer agent.

Sentiment

Score: 6

Explanation: The document is factual and informative, presenting both the potential benefits and risks of investing in the fund. The sentiment is neutral overall.

Positives

• The fund has a clearly stated investment objective of seeking attractive risk-adjusted total returns.
• The fund has an interval fund structure that provides limited liquidity to shareholders through quarterly repurchase offers.
• The adviser has substantial experience in managing investments and investment funds.
• The adviser has voluntarily agreed to reduce the management fee for a one-year period.
• The adviser has agreed to limit Other Expenses of the Fund to 0.50% of the gross assets as allocated to each class of Shares of the Fund through March 1, 2026.

Negatives

• The fund's shares are illiquid, and investors should not expect to be able to sell their shares regardless of how the fund performs.
• The fund may use leverage, which can magnify the effect of any losses.
• The fund's distributions may be funded from sources that may not be available in the future and that are unrelated to the fund's performance.
• The fund is subject to various risks associated with its investments, including credit risk, interest rate risk, and liquidity risk.
• The fund relies upon its adviser and key personnel to manage the fund, and the departure of key personnel could have a material adverse effect on the fund's ability to achieve its investment objective.

Risks

• Credit risk: Issuers of Credit Investments may be unable or unwilling to make payments.
• Interest rate risk: Credit Investments may decline in value due to changes in market interest rates.
• Liquidity risk: Many Credit Investments have limited or no liquidity.
• Inadequate collateral: Credit Investments may have inadequate collateral to cover payment defaults.
• Covenant-lite loans: The fund may invest in covenant-lite loans, which may provide borrower companies more freedom to negatively impact lenders.
• Geographic concentration risk: The fund may be concentrated in a particular geographic region, which may expose it to increased risk of loss.
• Prepayment risk: Prepayments may reduce the amount of interest the fund accrues on a given Credit Investment.
• Reinvestment risk: Income from the fund's portfolio will decline if it invests the proceeds from matured, traded, or called investments at market interest rates that are below the portfolio's current earnings rate.
• Valuation risk: The fund's investments may be difficult to value, and its fair value determinations may differ materially from the values that it may realize upon the disposal of such instruments.
• Asset-backed securities and mortgage-backed securities risks: These securities often involve risks that are different from risks associated with other types of debt instruments.
• CDO and CLO risks: The fund's Credit Investments may include CDOs and/or CLOs, which are subject to various risks.
• Securitization risk: Securitization of the fund's assets subjects it to various risks.
• Cayman Islands SPV subsidiary risk: The fund invests in a wholly-owned SPV subsidiary formed under the laws of the Cayman Islands, which is not registered under the 1940 Act and is not subject to all of the investor protections of the 1940 Act.
• Derivatives risk: The fund may be exposed to additional risks associated with derivative investments.
• Real estate investment risk: The fund's real estate-related investments are subject to real estate investment risk.
• Use of leverage risk: Any leverage utilized by the fund will have seniority over our Shares and may be secured by the assets of the Fund.
• Our ability to raise additional capital may be limited.
• The amount of any distributions we may make is uncertain.
• We rely upon our Adviser and key personnel to manage the Fund.
• We are subject to non-diversification risk.
• Our repurchase policy may subject us to additional risks.
• The Adviser receives an asset-based management fee, even if the Fund is not at all times fully invested.
• Our Adviser and its affiliates, including our officers and some of our directors, will face conflicts of interest caused by compensation arrangements with us and our affiliates, which could result in actions that are not in the best interests of our Shareholders.

Future Outlook

The fund intends to continue to offer shares on a continuous basis and make quarterly repurchase offers.

Industry Context

The announcement reflects the ongoing activity in the investment management industry, particularly among closed-end funds seeking to raise capital and provide liquidity to investors through repurchase offers. The fund's focus on structured credit and securitized debt aligns with investor demand for alternative income-generating assets in a low-yield environment.

Comparison to Industry Standards

• The management fee of 1.50% (temporarily reduced to 1.25%) is within the typical range for actively managed closed-end funds investing in specialized credit markets.
• The expense limitation of 0.50% is a positive feature for investors, as it helps to control operating costs.
• The quarterly repurchase offers of at least 5% of outstanding shares are consistent with the interval fund structure and provide a degree of liquidity not typically found in traditional closed-end funds.
• Comparable companies include other closed-end funds specializing in structured credit, such as those managed by Apollo, Blackstone, and KKR, although their specific fee structures and repurchase policies may vary.

Stakeholder Impact

• Shareholders: The fund's investment performance and distribution policy will impact shareholder returns.
• Potential Investors: The prospectus provides information to help potential investors make informed decisions.
• Service Providers: The fund's service providers will receive fees for their services.

Next Steps

• The fund will continue to offer shares on a continuous basis.
• The fund will make quarterly repurchase offers in March, June, September, and December.
• The adviser will monitor the fund's compliance with investment limitations and regulatory requirements.

Key Dates