The Carlyle Group Announces Conversion to Full C-Corporation, Reports Second Quarter 2019 Financial Results
July 31 2019 - 6:30AM
Global investment firm The Carlyle Group (NASDAQ: CG) announced
today that it is converting from a publicly-traded partnership to a
Full C-Corporation under Delaware law, effective January 1, 2020.
The Carlyle Group also released its unaudited results for the
second quarter ended June 30, 2019. Please visit the following
links to review Carlyle’s Investor Presentation on its Conversion
to a Full C-Corporation and Carlyle’s Second Quarter 2019 Results.
Details on Carlyle's Conversion to a Full
C-Corporation
- All of Carlyle’s private holdings units and common units will
be exchanged for one class of common shares, creating a simple,
transparent corporate structure
- New one-share/one-vote structure will deliver industry-leading
governance rights to all shareholders
- Conversion to a Full C-Corporation is expected to improve
trading liquidity by increasing Carlyle’s appeal to a broader group
of passive and active investors through potential inclusion into
indices and benchmarks utilized by more than $7 trillion of
industry assets
- New annual dividend of $1.00 per share will provide an
approximate 4% yield on current unit price, more than double the
average S&P500 constituent, and incremental retained earnings
will enhance capital allocation flexibility
- Termination of the Tax Receivable Agreement for $1.50 per
private holdings unit, payable over five years, improving
simplicity for all shareholders and removing future associated
liabilities
“The path we’ve chosen is differentiated and positions us in the
best way to drive long-term value,” said Carlyle Co-CEOs
Kewsong Lee and Glenn Youngkin. “It improves our trading
liquidity, makes us more attractive to new investors, provides a
fixed dividend that enables improved capital allocation and offers
an attractive yield, and enhances shareholder alignment under a new
one-share/one vote governance model.”
“We couldn’t be more pleased to see the company we started over
30 years ago achieve this next step in our evolution,” said Carlyle
Co-Founders David Rubenstein, Bill Conway and Dan D’Aniello. “We
are confident this step will support Carlyle’s growth long into the
future. We want to thank the entire Carlyle team for their
commitment to creating value for all stakeholders.”
Details on Carlyle's Second Quarter 2019 Financial
Results
U.S. GAAP results for Q2 2019 included income
before provision for income taxes of $542 million, an increase of
114% from Q2 2018, and net income attributable to The Carlyle Group
L.P. common unitholders of $148 million, or net income per common
unit of $1.23, on a diluted basis. U.S. GAAP results for the twelve
months ended June 30, 2019 included income before provision
for income taxes of $994 million and net income attributable to The
Carlyle Group L.P. common unitholders of $281 million. Total
balance sheet assets were $13 billion as of June 30,
2019.Commenting on earnings, Lee and Youngkin added, “Our second
quarter results highlight how much progress our people are making
towards key goals and how much momentum we have. We more than
doubled Fee Related Earnings over the past year, eclipsed our $100
billion fundraising goal, and increased total Assets Under
Management to a record $223 billion.”
In addition to this release, Carlyle issued a detailed
presentation regarding today’s Full C-Corporation announcement and
its second quarter 2019 results, which have been posted to the
investor relations section of Carlyle’s website at
ir.carlyle.com.
Conference Call
Carlyle will host a conference call at 8:30 a.m. EDT on
Wednesday, July 31, 2019, to discuss the
Full C-Corporation announcement and its second quarter 2019
financial results. You can listen to the call by dialing +1
(800) 850-2903 (U.S.) or +1 (253) 237-1169
(international) and referencing “The Carlyle Group Financial
Results Call.” The call will be webcast live on Carlyle's investor
relations website and a replay will be available on our website
soon after the call.
This release and our full earnings release will be available on
all Carlyle channels, including our investor relations website at
ir.carlyle.com, the media room link on Carlyle.com, and our Twitter
account @OneCarlyle.
About The Carlyle Group
The Carlyle Group (NASDAQ: CG) is a global
investment firm with deep industry expertise that deploys private
capital across four business segments: Corporate Private Equity,
Real Assets, Global Credit and Investment Solutions. With $223
billion of assets under management as of June 30, 2019,
Carlyle’s purpose is to invest wisely and create value on behalf of
its investors, portfolio companies and the communities in which we
live and invest. The Carlyle Group employs more than 1,775 people
in 33 offices across six continents.
Forward Looking Statements
This press release may contain forward-looking
statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of
1934. These statements include, but are not limited to, statements
related to our expectations regarding the performance of our
business, our financial results, our liquidity and capital
resources, contingencies, our distribution policy, our expected
future dividend policy, the anticipated benefits from converting to
a corporation 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 our Annual Report on Form 10-K for the year ended
December 31, 2018 filed with the SEC on February 13,
2019, as such factors may be updated from time to time in our
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 our
filings with the SEC. We undertake 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.
Contacts
Public Market Investor RelationsDaniel Harris+1
(212) 813-4527daniel.harris@carlyle.com
MediaLeigh Farris+1 (212)
813-4815leigh.farris@carlyle.com
OR
Christa Zipf+1 (212) 813-4578christa.zipf@carlyle.com
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