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): March 5, 2014
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)) |
Item 8.01 Other Events.
On March 5, 2014, The Carlyle Group L.P. issued a press release announcing the intention of Carlyle Holdings II Finance L.L.C., an indirect subsidiary of The Carlyle Group L.P., to offer additional 5.625% Senior Notes due 2043 guaranteed by The Carlyle Group L.P., 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 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release, dated March 5, 2014. | |
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.
| THE CARLYLE GROUP L.P. | ||||||
| By: | Carlyle Group Management L.L.C., its general partner | |||||
| Date: March 5, 2014 | By: | /s/ Daniel A. D’Aniello | ||||
| Name: | Daniel A. D’Aniello | |||||
| Title: | Chairman | |||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release, dated March 5, 2014. | |
Exhibit 99.1
News Release
For Immediate Release
March 5, 2014
Carlyle to Offer Senior Notes
Washington, DC – Global alternative asset manager The Carlyle Group L.P. (NASDAQ: CG) today announced its intention to offer, subject to market and other conditions, additional 5.625% Senior Notes due 2043 of Carlyle Holdings II Finance 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. The additional notes are expected to be issued under the existing indenture governing the existing 5.625% Senior Notes due 2043 that were issued on March 28, 2013, and once issued, the additional notes and the existing notes will be treated as a single class of senior notes. Carlyle intends to use the net proceeds from the sale of the notes for general corporate purposes, including investments in its funds as well as investment capital for acquisitions of new fund platforms and strategies or other growth initiatives to drive innovation across the broader Carlyle platform.
The additional 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 additional 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 additional 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:
Liz Gill
+1-202-729-5385
elizabeth.gill@carlyle.com
Exhibit 99.1
Investor Contact:
Daniel Harris
+1-212-813-4527
daniel.harris@carlyle.com