Global alternative asset manager The Carlyle Group L.P. (NASDAQ:CG)
(“Carlyle”) today announced the early results of the previously
announced tender offer (the “Tender Offer”) by its indirect
subsidiary Carlyle Holdings Finance L.L.C. (the “Company”) 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 September 7, 2018 (the “Offer to
Purchase”), and the related Letter of Transmittal (the “Letter of
Transmittal”) and any amendments or supplements thereto.
As of 5:00 p.m., New York City time, on
September 20, 2018 (the “Early Participation Date”), approximately
$341.6 million aggregate principal amount of Notes were validly
tendered and not validly withdrawn. The table below
identifies the principal amount of Notes validly tendered and not
validly withdrawn and the principal amount the Company has accepted
for purchase:
Title of Security |
CUSIP and ISIN Nos. |
Aggregate Principal Amount Outstanding Prior to
Tender Offer |
Tender Cap |
Aggregate Principal Amount
Tendered(1) |
Aggregate Principal Amount Accepted for
Purchase |
Final Proration
Factor(2) |
3.875% Senior Notes due 2023 |
144A: 14309U AA0Reg S: U12700 AA5144A: US14309UAA07Reg S:
USU12700AA58 |
$ |
500,000,000 |
$ |
250,000,000 |
$ |
341,597,000 |
$ |
250,000,000 |
73.2 |
% |
(1) As of the Early Participation Date, as reported
by D.F. King & Co., Inc., the Information Agent and Depositary
for the tender offer. (2) The final proration factor
has been rounded to the nearest tenth of a percentage point for
presentation purposes.
The amount of the Notes accepted for purchase
was determined pursuant to the terms and conditions of the Tender
Offer as set forth in the Offer to Purchase and the Letter of
Transmittal.
Notes not accepted for purchase will be promptly
credited to the account of the registered holder of such Notes with
The Depository Trust Company and otherwise returned in accordance
with the Offer to Purchase and the Letter of Transmittal.
Holders of Notes validly tendered and not
validly withdrawn on or before the Early Participation Date and
accepted for purchase will be eligible to receive the Total
Consideration (as defined in the Offer to Purchase), which includes
an early participation payment of $30 per $1,000 principal amount
of Notes. The Total Consideration will be determined in the manner
described in the Offer to Purchase by reference to 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, as calculated by J.P. Morgan Securities LLC at 11:00
a.m., New York City time, on September 21, 2018. All payments
for Notes purchased in connection with the Early Participation Date
will also include accrued and unpaid interest from the last
interest payment date for the Notes up to, but excluding, the early
settlement date, which is currently anticipated to be September 25,
2018. In accordance with the terms of the Tender Offer, the
withdrawal deadline was 5:00 p.m., New York City time, on September
20, 2018. As a result, tendered Notes may no longer be withdrawn,
except in certain limited circumstances where additional withdrawal
rights are required by law (as determined by the Company).
Although the Tender Offer is scheduled to expire
at 11:59 p.m., New York City time, on October 4, 2018, the Company
does not expect to accept for purchase any tenders of Notes after
the Early Participation Date because the aggregate principal amount
of Notes that were validly tendered and not validly withdrawn as of
the Early Participation Date exceeded the Tender
Cap.
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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