Global alternative asset manager The Carlyle Group L.P. (NASDAQ:
CG) (“Carlyle”) today announced the pricing 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.
The “Total Consideration” for each $1,000
principal amount of Notes tendered and accepted for purchase
pursuant to the Tender Offer was 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. The reference yield (as determined pursuant to the
Offer to Purchase) listed in the table below was calculated at
11:00 a.m., New York City time, today, September 21, 2018, by J.P.
Morgan Securities LLC. The Total Consideration includes an early
participation payment of $30 per $1,000 principal amount of Notes
accepted for purchase by the Company. 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.
The following table sets forth certain pricing
information for the Tender Offer:
Title of Security |
CUSIP andISIN Nos. |
AggregatePrincipalAmountOutstanding |
Tender Cap |
ReferenceU.S.TreasurySecurity |
ReferenceYield(1) |
FixedSpread(basispoints) |
EarlyParticipationPayment(2)(3) |
TotalConsideration(2) |
3.875%
Senior Notesdue 2023 |
144A:
14309U AA0Reg S: U12700 AA5144A: US14309UAA07Reg S:
USU12700AA58 |
$500,000,000 |
$250,000,000 |
2.750%
U.S. Treasurydue 8/31/23 |
3.455% |
50 |
$30 |
$1,016.79 |
(1) |
The page on Bloomberg from
which the Dealer Manager (as defined herein) quoted the bid-side
prices of the Reference U.S. Treasury Security, as set forth in the
Offer to Purchase. |
(2) |
Per $1,000 principal
amount of Notes tendered and accepted for purchase by the
Company. |
(3) |
Payable as part of the
Total Consideration. |
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 GroupThe
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 StatementsThis
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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