Carlyle Announces Early Results of Tender Offer for up to $250 Million 3.875% Senior Notes due 2023
WASHINGTON, Sept. 20, 2018 (GLOBE NEWSWIRE) -- 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Date”), approximately $341.6 million aggregate principal amount of Notes were validly tendered and not validly withdrawn. The table below identifies the principal amount of Notes validly tendered and not validly withdrawn and the principal amount the Company has accepted for purchase:
Aggregate Aggregate Final Principal Aggregate Principal Prorati Title of CUSIP and ISIN Nos. Amount Tender Cap Principal Amount on Security Outstanding Amount Accepted for Factor Prior to Tendered(1) Purchase (2) Tender Offer 3.875% 144A: 14309U AA0 Senior Reg S: U12700 AA5 $ 500,000,000 $ 250,000,000 $ 341,597,000 $ 250,000,000 73.2 % Notes due 2023 144A: US14309UAA07 Reg S: USU12700AA58
(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Holders of Notes validly tendered and not validly withdrawn on or before the Early Participation Date and accepted for purchase will be eligible to receive the Total Consideration (as defined in the Offer to Purchase),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 firstname.lastname@example.org.
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.
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