Carlyle Group (NASDAQ: CGABL) sells $800M 5.050% notes due 2035
Rhea-AI Filing Summary
The Carlyle Group Inc. entered into an indenture to issue $800,000,000 aggregate principal amount of 5.050% Senior Notes due 2035, fully and unconditionally guaranteed on a senior unsecured basis by key holding subsidiaries. The notes were issued under an effective shelf registration statement.
The notes bear interest at 5.050% per annum from September 19, 2025, with interest payable semiannually on March 19 and September 19 each year, starting March 19, 2026. They mature on September 19, 2035, and include covenants limiting certain mergers, asset transfers and liens, as well as customary events of default. Carlyle may redeem the notes at a make‑whole price before June 19, 2035 and at par plus accrued interest on or after that date.
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Insights
Carlyle adds $800M in long-dated senior debt with fixed 5.050% coupon.
The Carlyle Group Inc. has issued
The notes carry customary covenants restricting certain mergers, asset transfers and liens, and allow acceleration if specified events of default occur, including bankruptcy-related events. Optional redemption is available at a make-whole price before
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
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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 September 19, 2025, The Carlyle Group Inc. (the “Issuer”) and 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 Issuer (the “Guarantors”), entered into a senior notes indenture, dated September 19, 2025 (the “Base Indenture”), as supplemented by the first supplemental indenture, dated September 19, 2025 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), with The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), relating to the issuance by the Issuer of $800,000,000 aggregate principal amount of 5.050% Senior Notes due 2035 (the “Notes”). The Notes have been registered under the Securities Act of 1933, as amended, by a shelf registration statement on Form S-3ASR (Registration No. 333-270745), as amended by the post-effective amendment no. 1 thereto (as amended, the “Registration Statement”).
The Notes bear interest at a rate of 5.050% per annum accruing from September 19, 2025. Interest is payable semiannually on March 19 and September 19 of each year, commencing on March 19, 2026. The Notes will mature on September 19, 2035, unless earlier redeemed. The Notes are fully and unconditionally guaranteed (the “Guarantees”), jointly and severally, by each of the Guarantors. The Guarantees are unsecured and unsubordinated obligations of the Guarantors.
The Indenture includes covenants, including limitations on the Issuer’s and the Guarantors’ ability to, subject to exceptions, merge, consolidate or sell, transfer or lease assets and create liens on 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. Prior to June 19, 2035 (three months prior to the maturity date), the Notes may be redeemed at the Issuer’s option in whole at any time or in part from time to time at the make-whole redemption price set forth in the Notes plus any accrued and unpaid interest to, but excluding, the date of redemption. 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 June 19, 2035 (three months prior to the maturity date) at a redemption price equal to 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, and the form of the Notes attached hereto as Exhibit 4.3, each of which is incorporated herein by reference as though they were fully set forth herein.
| Item 8.01 | Other Events. |
On September 16, 2025, the Issuer and the Guarantors entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Issuer, the Guarantors and Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and Wells Fargo Securities, LLC as the representatives of the several Underwriters listed in Schedule I thereto.
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. |
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement dated September 16, 2025 among The Carlyle Group Inc., the Guarantors party thereto and Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and Wells Fargo Securities, LLC as the representatives of the several underwriters named therein. | |
| 4.1 | Base Indenture dated as of September 19, 2025 among The Carlyle Group Inc., the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee. | |
| 4.2 | First Supplemental Indenture dated as of September 19, 2025 among The Carlyle Group Inc., the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee. | |
| 4.3 | Form of 5.050% Senior Note due 2035 (included in Exhibit 4.2 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). | |
SIGNATURES
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: September 19, 2025 | By: | /s/ John C. Redett | ||||
| Name: | John C. Redett | |||||
| Title: | Chief Financial Officer | |||||
FAQ
What type of securities did The Carlyle Group Inc. issue in this 8-K for CGABL?
What is the interest rate and payment schedule on Carlyle Group (CGABL) 5.050% Senior Notes?
When do The Carlyle Group Inc. 5.050% Senior Notes (CGABL) mature and can they be redeemed early?
Who guarantees The Carlyle Group 5.050% Senior Notes due 2035?
What key protections and default provisions apply to the Carlyle Group (CGABL) notes?
Under what registration was The Carlyle Group Inc. 5.050% Senior Notes offering made?
