Securities Registration (section 12(b)) (8-a12b)
September 13 2017 - 4:17PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on September 13, 2017
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
The Carlyle
Group L.P.
(Exact Name of Registrant as specified in its charter)
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Delaware
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45-2832612
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(State or other Jurisdiction
of Incorporation)
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(I.R.S. Employer
Identification No.)
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1001 Pennsylvania Avenue, NW
Washington, D.C.
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20004
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(Address of principal executive office)
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(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered
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5.875% Series A Preferred Units
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The NASDAQ Global Select Market LLC
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ☐
Securities Act registration statement file number to which this form relates (if applicable):
333-220355
Securities to be registered pursuant to Section 12(g) of the Act:
None.
Item 1. Description of Registrants Securities to be Registered.
Descriptions of the 5.875% Series A Preferred Units (the Preferred Units) of The Carlyle Group L.P. (the Registrant)
are contained in a prospectus dated September 6, 2017, constituting part of the Registrants registration statement on Form
S-3
(File
No. 333-220355)
relating to the Preferred Units (the Prospectus), and a supplement to the Prospectus dated September 6, 2017 and filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the Prospectus Supplement). The
descriptions of the Preferred Units contained in the Prospectus under the headings Conflicts of Interest and Fiduciary Responsibilities, Description of Units and Material Provisions of The Carlyle Group L.P. Partnership
Agreement, and the description of the Preferred Units in the Prospectus Supplement under the heading Description of the Series A Preferred Units, are each incorporated herein by reference.
Item 2. Exhibits.
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Exhibit
Number
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Description
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3.1
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Second Amended and Restated Agreement of Limited Partnership of The Carlyle Group L.P. dated September 13, 2017 (incorporated by reference to Exhibit 3.1 to The Carlyle Group L.P. Current Report on Form
8-K
filed on September 13, 2017).
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3.2
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Certificate of Limited Partnership of The Carlyle Group L.P. (incorporated by reference to Exhibit 3.1 to The Carlyle Group L.P. registration statement on Form
S-1
(File
No. 333-176685)
filed on September 6, 2011).
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4.1
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Form of 5.875% Series A Preferred Unit Certificate (incorporated by reference to Exhibit 4.1 to The Carlyle Group L.P. Current Report on Form
8-K
filed on September 13, 2017).
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2
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly authorized.
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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/ Jeffrey W. Ferguson
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Name:
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Jeffrey W. Ferguson
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Title:
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General Counsel
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Date: September 13, 2017
3
EXHIBIT INDEX
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Exhibit
Number
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Description
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3.1
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Second Amended and Restated Limited Partnership Agreement of The Carlyle Group L.P. dated September 13, 2017 (incorporated by reference to Exhibit 3.1 to The Carlyle Group L.P. Current Report on Form
8-K
filed on September 13, 2017).
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3.2
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Certificate of Limited Partnership of The Carlyle Group L.P. (incorporated by reference to Exhibit 3.1 to The Carlyle Group L.P. registration statement on Form
S-1
(File
No. 333-176685)
filed on September 8, 2011).
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4.1
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Form of 5.875% Series A Preferred Unit Certificate (incorporated by reference to Exhibit 4.1 to The Carlyle Group L.P. Current Report on Form
8-K
filed on September 13, 2017).
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