Carlyle Commences Tender Offer for up to $250 Million 3.875% Senior Notes due 2023
The Early Participation Date for the tender offer is
The “Total Consideration” for each
The following table summarizes certain terms of the Tender Offer:
|CUSIP and ISIN
|144A: 14309U AA0
Reg S: U12700 AA5
Reg S: USU12700AA58
(1) The page on
The tender offer is subject to various conditions, including a condition that the Company or its affiliates shall have completed one or more syndicated loan and/or capital markets transactions (the “Financing Transactions”), on terms satisfactory to the Company, providing net proceeds, together with cash on hand or available liquidity, that are at least sufficient to pay the Total Consideration and Accrued Interest for all the tendered Notes (up to the Tender Cap), plus all fees and expenses in connection with the Tender Offer (the “Financing Condition”). The tender offer is not conditioned on any minimum amount of Notes being tendered.
The Company may modify or terminate the tender offer and may extend the Early Participation Date, the Price Determination Date, the Expiration Date or any payment date with respect to the tender offer.
If the Financing Condition is satisfied or waived prior to the Expiration Date, the Company reserves the right, in its sole discretion, at any point following the Early Participation Date and before the Expiration Date, to accept for purchase and pay for any Notes tendered on or prior to the Early Participation Date. Payment for Notes that are validly tendered by the holders and accepted for purchase by the Company but not purchased prior to the Expiration Date will be made on the final settlement date, which is anticipated to occur on the business day after the Expiration Date.
The Company’s acceptance for purchase of the Notes is subject to the Tender Cap. If the aggregate principal amount of Notes that are validly tendered and not validly withdrawn would exceed the Tender Cap, the amount of Notes accepted for purchase may be subject to proration with the proration factor depending on the aggregate principal amount of the Notes validly tendered. If the aggregate principal amount of Notes tendered on or prior to the Early Participation Date equals, or exceeds, the Tender Cap, holders who tender Notes after the Early Participation Date will not have any of their Notes accepted for purchase. If the aggregate principal amount of Notes tendered on or prior to the Early Participation Date does not exceed the Tender Cap, holders who validly tender Notes after the Early Participation Date may be subject to proration, but holders who validly tender Notes on or prior to the Early Participation Date and whose Notes are accepted for purchase will not be subject to proration. The Company reserves the right, in its sole discretion, subject to applicable law, to increase the Tender Cap without extending the withdrawal rights; however, there can be no assurance the Company will do so.
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
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
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
This release does not constitute an offer for any Carlyle fund.
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Source: The Carlyle Group L.P.