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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 5, 2019

 

The Carlyle Group L.P.

(Exact name of Registrant as specified in its charter)

 

Delaware

 

001-35538

 

45-2832612

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(I.R.S. Employer

Identification No.)

     

1001 Pennsylvania Avenue, NW

 

Washington, D.C.

 

20004-2505

(Address of principal executive offices)

 

(Zip Code)

(202) 729-5626

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common units representing limited partner interests

 

CG

 

The Nasdaq Global Select Market

5.875% Series A Preferred Units

 

TCGP

 

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

Item 8.01 Other Events.

On September 5, 2019, The Carlyle Group L.P. (“Carlyle”) issued a press release announcing the intention of Carlyle Finance Subsidiary L.L.C. (the “Issuer”), an indirect subsidiary of Carlyle, to offer senior notes guaranteed by Carlyle, Carlyle Holdings I L.P., Carlyle Holdings II L.P. and Carlyle Holdings III L.P.

A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.

   

Description

         
 

99.1

   

Press release of Carlyle, dated September 5, 2019, relating to the senior notes offering.

         
 

104

   

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 5, 2019

The Carlyle Group L.P.

     

By:

 

Carlyle Group Management L.L.C.,

 

its general partner

     

By:

 

/s/ Curtis L. Buser

Name:

 

Curtis L. Buser

Title:

 

Chief Financial Officer

Exhibit 99.1

 

LOGO

Carlyle to Offer Senior Notes

Washington, DC – Global investment firm The Carlyle Group L.P. (NASDAQ: CG) (“Carlyle”) today announced its intention to offer, subject to market and other conditions, senior notes of Carlyle Finance Subsidiary L.L.C., its indirect subsidiary. The notes will be fully and unconditionally guaranteed by The Carlyle Group L.P. and its indirect subsidiaries Carlyle Holdings I L.P., Carlyle Holdings II L.P. and Carlyle Holdings III L.P. Carlyle intends to use the net proceeds from the sale of the notes to redeem all of the outstanding 5.875% Series A Preferred Units of The Carlyle Group L.P. and the remaining proceeds, if any, will be used for general corporate purposes.

The notes will be offered and sold to qualified institutional buyers in the United States pursuant to Rule 144A and outside the United States pursuant to Regulation S under the Securities Act of 1933.

The notes have not been registered under the Securities Act of 1933 or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933 and applicable state laws.

This news release shall not constitute an offer to sell or a solicitation of an offer to purchase the notes or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. This news release is being issued pursuant to and in accordance with Rule 135c under the Securities Act of 1933.

* * * * *

Media Contact:

Leigh Farris

+1 (212) 813-4815

leigh.farris@carlyle.com

Investor Contact:

Daniel Harris

+1 (212) 813-4527

daniel.harris@carlyle.com