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Delaware
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45-2832612
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Title of securities
to be registered
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Amount
to be
registered (1)
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Proposed
maximum
offering price
per Unit (2)
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Proposed
maximum
aggregate
offering price (2)
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Amount of
registration fee
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Common Units Representing Limited Partner Interests
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5,533,543
Common Units
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$16.28
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$90,086,080
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$10,441
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(1)
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Covers 5,533,543 common units representing limited partner interests in The Carlyle Group L.P. (“Common Units”) under The Carlyle Group L.P. 2012 Equity Incentive Plan (the "Plan") and, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), an indeterminate number of additional Common Units that may be offered and issued under the Plan to prevent dilution resulting from unit splits, unit distributions or similar transactions.
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(2)
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Calculated pursuant to Rule 457(h)(1) and Rule 457(c) under the Securities Act based on a price of $16.28 per Common Unit, which is the average of the high and low price per Common Unit as reported by the NASDAQ Global Select Market on February 10, 2017.
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(a)
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The Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed on February 16, 2017; and
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(b)
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The Partnership’s Registration Statement on Form 8-A, relating to the Partnership’s Common Units, filed on May 3, 2012.
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Exhibit
Number |
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Description of Document
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4.1
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Certificate of Limited Partnership of The Carlyle Group L.P. (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-176685) filed with the Commission on September 6, 2011).
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4.2
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Amended and Restated Agreement of Limited Partnership of The Carlyle Group L.P. (incorporated by reference to Exhibit 3.1 to Form 8-K filed on May 8, 2012).
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5.1*
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Opinion of Simpson Thacher & Bartlett LLP.
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23.1*
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Consent of Ernst & Young LLP.
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23.2*
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Consent of Simpson Thacher & Bartlett LLP (included as part of Exhibit 5.1).
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24.1*
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Power of Attorney (included in the signature pages to this Registration Statement).
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99.1
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The Carlyle Group L.P. 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.9 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-176685) filed with the Commission on April 16, 2012).
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THE CARLYLE GROUP L.P.
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By:
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Carlyle Group Management L.L.C, its general partner
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By:
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/s/ Curtis L. Buser
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Name:
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Curtis L. Buser
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Title:
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Chief Financial Officer
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Signature
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Title
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/s/ William E. Conway, Jr.
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Co-Chief Executive Officer and Director
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William E. Conway, Jr.
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(Co-Principal Executive Officer)
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/s/ Daniel A. D’Aniello
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Chairman and Director
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Daniel A. D’Aniello
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(Co-Principal Executive Officer)
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/s/ David M. Rubenstein
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Co-Chief Executive Officer and Director
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David M. Rubenstein
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(Co-Principal Executive Officer)
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/s/ Lawton W. Fitt
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Director
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Lawton W. Fitt
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/s/ James H. Hance Jr.
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Director
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James H. Hance Jr.
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/s/ Janet Hill
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Director
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Janet Hill
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/s/ Edward J. Mathias
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Director
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Edward J. Mathias
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/s/ Dr. Thomas S. Robertson
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Director
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Dr. Thomas S. Robertson
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/s/ William J. Shaw
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Director
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William J. Shaw
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/s/ Anthony Welters
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Director
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Anthony Welters
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/s/ Curtis L. Buser
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Chief Financial Officer
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Curtis L. Buser
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(Principal Financial Officer)
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/s/ Pamela L. Bentley
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Chief Accounting Officer
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Pamela L. Bentley
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(Principal Accounting Officer)
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/s/ Ernst & Young LLP
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