SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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|Item 1.01|| |
Entry into a Material Definitive Agreement.
The information required by this Item 1.01 is included in Item 2.03 and is incorporated herein by reference.
|Item 2.03|| |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On June 8, 2021, The Carlyle Group Inc. (the “Corporation”), Carlyle Holdings I L.P., Carlyle Holdings II L.L.C., CG Subsidiary Holdings L.L.C. and Carlyle Holdings III L.P., each indirect subsidiaries of the Corporation (together with the Corporation, the “Guarantors”), and Carlyle Finance L.L.C., an indirect subsidiary of the Corporation (the “Issuer”), entered into the second supplemental indenture, dated June 8, 2021 (the “Second Supplemental Indenture”) to the subordinated indenture, dated May 11, 2021 (the “Base Indenture”), as supplemented by the first supplemental indenture, dated May 11, 2021 (the “First Supplemental Indenture” and, together with the Second Supplemental Indenture and the Base Indenture, the “Indenture”), with The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), in connection with the issuance by the Issuer of $65,000,000 aggregate principal amount of 4.625% Subordinated Notes due 2061 (the “Add-on Notes”). The Add-on Notes have been registered under the Securities Act of 1933, as amended, by a shelf registration statement on Form S-3ASR (Registration No. 333-236397), as amended by the post-effective amendment no. 1 thereto (as amended, the “Registration Statement”). The Add-on Notes are a further issuance of, and form a single series with, the previously issued $435,000,000 aggregate principal amount of 4.625% Subordinated Notes due 2061 (the “Existing Notes” and together with the Add-on Notes, the “Notes”).
The Notes bear interest at a rate of 4.625% per annum accruing from May 11, 2021. Interest is payable quarterly on February 15, May 15, August 15 and November 15 of each year, commencing on August 15, 2021. The Issuer may defer interest payments during one or more deferral periods for up to five consecutive years as described in the Indenture. The Notes are unsecured and subordinated obligations of the Issuer. The Notes will mature on May 15, 2061, unless earlier redeemed. The Notes are fully and unconditionally guaranteed (the “Guarantees”), jointly and severally, on a subordinated basis, by each of the Guarantors. The Guarantees are unsecured and subordinated obligations of the Guarantors.
The Indenture includes covenants, including limitations on the Issuer’s and the Guarantors’ ability to, subject to exceptions, incur indebtedness ranking on a parity with the Notes or indebtedness ranking junior to the Notes secured by liens on voting stock or profit participating equity interests of their subsidiaries or merge, consolidate or sell, transfer or convey all or substantially all of their assets. The Indenture also provides for customary events of default and further provides that the Trustee or the holders of not less than 25% in aggregate principal amount of the outstanding Notes may declare the Notes immediately due and payable upon the occurrence and during the continuance of any event of default after expiration of any applicable grace period. In the case of specified events of bankruptcy, insolvency, receivership or reorganization, the principal amount of the Notes and any accrued and unpaid interest on the Notes automatically will become due and payable. The Notes may be redeemed at the Issuer’s option in whole at any time or in part from time to time on or after May 15, 2026 at a redemption price equal to their principal amount plus any accrued and unpaid interest to, but excluding, the date of redemption; provided that if the Notes are not redeemed in whole, at least $25 million aggregate principal amount of the Notes must remain outstanding after giving effect to such redemption; provided further that pursuant to the Second Supplemental Indenture, the Issuer covenanted not to exercise such optional redemption prior to June 15, 2026 with respect to any of the Notes. If a “Tax Redemption Event” (as set forth in the Indenture) occurs, the Notes may be redeemed, in whole, but not in part, within 120 days of the occurrence of such event at a redemption price equal to their principal amount plus accrued and unpaid interest to, but excluding, the date of redemption. In addition, the Notes may be redeemed, in whole, but not in part, at any time prior to May 15, 2026, within 90 days of the occurrence of a “rating agency event” (as set forth in the Indenture), at a redemption price equal to 102% of their principal amount plus any accrued and unpaid interest to, but excluding, the date of redemption.
The preceding is a summary of the terms of the Indenture and the Notes, and is qualified in its entirety by reference to the Base Indenture attached hereto as Exhibit 4.1, the First Supplemental Indenture attached hereto as Exhibit 4.2, the Second Supplemental Indenture attached hereto as Exhibit 4.3 and the form of the Notes attached hereto as Exhibit 4.4, each of which is incorporated herein by reference as though they were fully set forth herein.
|Item 8.01|| |
On June 4, 2021, the Issuer and the Guarantors entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Issuer, the Guarantors and Wells Fargo Securities, LLC, as sole underwriter.
Copies of the opinions of Simpson Thacher & Bartlett LLP and Gowling WLG (Canada) LLP, counsel to the Issuer and the Guarantors, relating to the legality of the Notes and the Guarantees are filed as Exhibits 5.1 and 5.2 hereto, respectively.
|Item 9.01|| |
Financial Statements and Exhibits.
|1.1||Underwriting Agreement dated June 4, 2021 among Carlyle Finance L.L.C., the Guarantors party thereto and Wells Fargo Securities, LLC, as sole Underwriter.|
|4.1||Subordinated Indenture dated as of May 11, 2021 among Carlyle Finance L.L.C., the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to The Carlyle Group Inc. Current Report on Form 8-K filed on May 11, 2021).|
|4.2||First Supplemental Indenture dated as of May 11, 2021 among Carlyle Finance L.L.C., the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to The Carlyle Group Inc. Current Report on Form 8-K filed on May 11, 2021).|
|4.3||Second Supplemental Indenture dated as of June 8, 2021 among Carlyle Finance L.L.C., the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee.|
|4.4||Form of 4.625% Subordinated Note due 2061 (included in Exhibit 4.3 hereto).|
|5.1||Opinion of Simpson Thacher & Bartlett LLP.|
|5.2||Opinion of Gowling WLG (Canada) LLP.|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document).|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|THE CARLYLE GROUP INC.|
|Date: June 8, 2021||By:|
|Name:||Curtis L. Buser|
|Title:||Chief Financial Officer|