Global alternative asset manager The Carlyle Group L.P. (NASDAQ:
CG) (“Carlyle”) today announced that its indirect subsidiary
Carlyle Holdings Finance L.L.C. (the “Company”) is offering to
purchase for cash up to $250 million (the “Tender Cap”) in
aggregate principal amount of its 3.875% Senior Notes due 2023 (the
“Notes”). The complete terms of the tender offer are set forth in
an Offer to Purchase, dated as of today (the “Offer to Purchase”),
and the related Letter of Transmittal (the “Letter of Transmittal”)
and any amendments or supplements thereto.
The Early Participation Date for the tender
offer is 5:00 p.m., New York City time, on September 20, 2018,
unless extended or earlier terminated as described in the Offer to
Purchase, and the Expiration Date is 11:59 p.m., New York City
time, on October 4, 2018, unless extended or earlier terminated as
described in the Offer to Purchase.
The “Total Consideration” for each $1,000
principal amount of Notes tendered and accepted for purchase
pursuant to the Tender Offer will be determined in the manner
described in the Offer to Purchase by reference to the fixed spread
(the “Fixed Spread”) specified in the Offer to Purchase over the
yield based on the bid-side price of the U.S. Treasury Security
specified in the Offer to Purchase (the “Reference U.S. Treasury
Security”), as calculated by J.P. Morgan Securities LLC at 11:00
a.m., New York City time, on the business day immediately following
the Early Participation Date (subject to certain exceptions set
forth herein, such time and date, as the same may be extended, the
“Price Determination Date”). Holders of Notes that are validly
tendered and not validly withdrawn on or before the Early
Participation Date and accepted for purchase will receive only the
Total Consideration. Holders of Notes that are validly
tendered after the Early Participation Date and on or before the
Expiration Date and accepted for purchase will receive only the
Tender Offer Consideration, which equals the Total Consideration
minus the Early Participation Payment (the “Tender Offer
Consideration”). In addition to the Total Consideration or
the Tender Offer Consideration if their Notes are accepted for
purchase, as applicable, holders that validly tender (and do not
subsequently validly withdraw) their Notes and whose Notes are
accepted for purchase by the Company in the tender offer will
receive accrued and unpaid interest from the last interest payment
date for the Notes up to, but excluding, the applicable settlement
date (“Accrued Interest”).
The following table summarizes certain terms of
the Tender Offer:
Title ofSecurity |
|
CUSIP and ISINNos. |
|
AggregatePrincipalAmountOutstanding |
|
Tender Cap |
|
ReferenceU.S.TreasurySecurity |
|
BloombergReferencePage(1) |
|
Fixed Spread(basis points) |
|
EarlyParticipationPayment(2) |
3.875%SeniorNotes due2023 |
|
144A:
14309U AA0Reg S: U12700 AA5144A: US14309UAA07Reg S:
USU12700AA58 |
|
$500,000,000 |
|
$250,000,000 |
|
2.750%
U.S.Treasury due8/31/23 |
|
FIT1 |
|
50 |
|
$30 |
(1) The page on Bloomberg from which the Dealer
Manager (as defined herein) will quote the bid-side prices of the
Reference U.S. Treasury Security. (2) Per $1,000
principal amount of Notes tendered and accepted for purchase by the
Company. Payable as part of the Total Consideration.
The tender offer is subject to various
conditions, including a condition that the Company or its
affiliates shall have completed one or more syndicated loan and/or
capital markets transactions (the “Financing Transactions”), on
terms satisfactory to the Company, providing net proceeds, together
with cash on hand or available liquidity, that are at least
sufficient to pay the Total Consideration and Accrued Interest for
all the tendered Notes (up to the Tender Cap), plus all fees and
expenses in connection with the Tender Offer (the “Financing
Condition”). The tender offer is not conditioned on any minimum
amount of Notes being tendered.
The Company may modify or terminate the tender
offer and may extend the Early Participation Date, the Price
Determination Date, the Expiration Date or any payment date with
respect to the tender offer.
If the Financing Condition is satisfied or
waived prior to the Expiration Date, the Company reserves the
right, in its sole discretion, at any point following the Early
Participation Date and before the Expiration Date, to accept for
purchase and pay for any Notes tendered on or prior to the Early
Participation Date. Payment for Notes that are validly tendered by
the holders and accepted for purchase by the Company but not
purchased prior to the Expiration Date will be made on the final
settlement date, which is anticipated to occur on the business day
after the Expiration Date.
The Company’s acceptance for purchase of the
Notes is subject to the Tender Cap. If the aggregate
principal amount of Notes that are validly tendered and not validly
withdrawn would exceed the Tender Cap, the amount of Notes accepted
for purchase may be subject to proration with the proration factor
depending on the aggregate principal amount of the Notes validly
tendered. If the aggregate principal amount of Notes tendered on or
prior to the Early Participation Date equals, or exceeds, the
Tender Cap, holders who tender Notes after the Early Participation
Date will not have any of their Notes accepted for purchase. If the
aggregate principal amount of Notes tendered on or prior to the
Early Participation Date does not exceed the Tender Cap, holders
who validly tender Notes after the Early Participation Date may be
subject to proration, but holders who validly tender Notes on or
prior to the Early Participation Date and whose Notes are accepted
for purchase will not be subject to proration. The Company reserves
the right, in its sole discretion, subject to applicable law, to
increase the Tender Cap without extending the withdrawal rights;
however, there can be no assurance the Company will do so.
This press release, including the following, is
qualified in its entirety by the Offer to Purchase and the Letter
of Transmittal.
The Company has retained J.P. Morgan Securities
LLC as the Dealer Manager for the tender offer. D.F. King &
Co., Inc. is acting as the Information Agent and Depositary for the
tender offer. For additional information regarding the terms of the
tender offer, please contact J.P. Morgan Securities LLC at (866)
834-4666 (toll-free) or (212) 834-8553 (collect). Requests for
documents and questions regarding the tendering of Notes may be
directed to D.F. King & Co., Inc. by telephone at (866)
406-2285 (toll-free), facsimile at (212) 709-3328, or by email at
carlyleholdings@dfking.com.
This news release does not constitute an offer
or an invitation to participate in the tender offer or consent
solicitations. The tender offer is being made pursuant to the Offer
to Purchase and the Letter of Transmittal, copies of which will be
delivered to holders of the Notes, and which set forth the complete
terms and conditions of the tender offer. Holders are urged to read
the Offer to Purchase and the Letter of Transmittal carefully
before making any decision with respect to their Notes. The tender
offer is not being made to, nor will the Company accept tenders of
Notes or delivery of consents from, holders in any jurisdiction in
which it is unlawful to make such an offer or solicitation. None of
Carlyle, the Company, the board of directors of Carlyle Group
Management L.L.C., the Dealer Manager, the Information Agent and
Depositary or the trustee for the Notes makes any recommendation as
to whether holders should tender Notes in response to the tender
offer. Neither the Offer to Purchase nor any related documents have
been filed with, and have been approved or reviewed by any federal
or state securities commission or regulatory authority of any
country. No authority has passed upon the accuracy or adequacy of
the Offer to Purchase or any related documents, and it is unlawful
and may be a criminal offense to make any representation to the
contrary.
About The Carlyle Group
The Carlyle Group (NASDAQ: CG) is a global
alternative asset manager with approximately $210 billion of
assets under management across 335 investment vehicles as of June
30, 2018. Carlyle’s purpose is to invest wisely and create value on
behalf of its investors, many of whom are public pensions. Carlyle
invests across four segments – Corporate Private Equity, Real
Assets, Global Credit and Investment Solutions – in Africa, Asia,
Australia, Europe, the Middle East, North America and South
America. Carlyle has expertise in various industries, including:
aerospace, defense & government services, consumer &
retail, energy, financial services, healthcare, industrial, real
estate, technology & business services, telecommunications
& media and transportation. The Carlyle Group employs more than
1,625 people in 31 offices across six continents.
Forward Looking Statements
This news release may contain forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. These statements include, but are not limited
to, statements related to Carlyle’s expectations regarding the
performance of its business, financial results, liquidity and
capital resources, contingencies, distribution policy, and other
non-historical statements. You can identify these forward-looking
statements by the use of words such as “outlook,” “believes,”
“expects,” “potential,” “continues,” “may,” “will,” “should,”
“seeks,” “approximately,” “predicts,” “intends,” “plans,”
“estimates,” “anticipates” or the negative version of these words
or other comparable words. Such forward-looking statements are
subject to various risks, uncertainties and assumptions.
Accordingly, there are or will be important factors that could
cause actual outcomes or results to differ materially from those
indicated in these statements including, but not limited to, those
described under the section entitled “Risk Factors” in Carlyle’s
Annual Report on Form 10-K for the year ended December 31, 2017
filed with the United States Securities and Exchange Commission
(“SEC”) on February 15, 2018, as such factors may be updated from
time to time in its periodic filings with the SEC, which are
accessible on the SEC’s website at www.sec.gov. These factors
should not be construed as exhaustive and should be read in
conjunction with the other cautionary statements that are included
in this release and in Carlyle’s other periodic filings with the
SEC. Carlyle undertakes no obligation to publicly update or review
any forward-looking statements, whether as a result of new
information, future developments or otherwise, except as required
by applicable law.
This release does not constitute an offer for
any Carlyle fund.
Media Contact:Chris Ullman+1 (202)
729-5450chris.ullman@carlyle.com
Investor Contact:Daniel Harris+1 (212)
813-4527daniel.harris@carlyle.com
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