UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 13F
FORM 13F COVER PAGE
Report for the Calendar Year or Quarter Ended: September 30, 2012
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Check here if Amendment [X]; Amendment Number: 1
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This Amendment (Check only one.): [X] is a restatement.
[ ] adds new holdings entries.
Institutional Investment Manager filing this Report:
Name: The Carlyle Group L.P.
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Address: 1001 Pennsylvania Avenue, NW
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Suite 220 S.
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Washington, DC 20004-2505
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Form 13F File Number: 28- 15025
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The institutional investment manager filing this report and the person by whom
it is signed hereby represent that the person signing the report is authorized
to submit it, that all information contained herein is true, correct and
complete, and that it is understood that all required items, statements,
schedules, lists, and tables, are considered integral parts of this form.
Person Signing this Report on Behalf of Reporting Manager:
Name: Daniel A. D'Aniello
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Title: Managing Director
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Phone: 202-729-5626
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Signature, Place, and Date of Signing:
/s/ R. Rainey Hoffman as Attorney-
in-Fact for Daniel A. D'Aniello* Washington, DC February 26, 2013
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Signature City, State Date
*Signed pursuant to a Power Of Attorney dated May 7, 2012, included as an
exhibit to this Form 13F-HR filed with the Securities and Exchange Commission by
The Carlyle Group L.P.
** The Carlyle Group L.P. (the "Reporting Manager") does not serve as adviser to
all of the owners of, or have formal investment discretion with respect to, the
securities in the indicated row, but may be deemed to be part of a group of
affiliated persons exercising investment discretion with respect to such
securities. The filing of this report shall not be deemed an admission, for
purposes of Section 13(f), 13(d), 13(g) or 16(a) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and the rules thereunder, or for any
other purpose, that the Reporting Manager or any other manager with respect to
the securities listed herein exercises investment discretion or is a member of,
or is otherwise affiliated with, such a group with respect to such securities.
Reference is made, where relevant, to reports filed under Sections 13(d), 13(g)
and 16(a) of the Exchange Act for additional information with respect to such
beneficial ownership and/or pecuniary interest of the Reporting Manager, any
other manager with which it may share or be deemed to share investment
discretion, and related entities. The filing of this report shall not be deemed
an admission, for purposes of Section 13(f), 13(d), 13(g) or 16(a) of the
Exchange Act, as amended, and the rules thereunder, or for any other purpose,
that the Reporting Manager or any other person is the beneficial owner of any
securities.
[X] 13F HOLDINGS REPORT. (Check here if all holdings of this reporting manager
are reported in this report.)
[ ] 13F NOTICE. (Check here if no holdings reported are in this report, and
all holdings are reported by other reporting manager(s).)
[ ] 13F COMBINATION REPORT. (Check here if a portion of the holdings for this
reporting manager are reported in this report and a portion are reported by
other reporting manager(s).)
List of Other Managers Reporting for this Manager: NONE
Form 13F File Number Name
28-
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2
FORM 13F SUMMARY PAGE
Report Summary:
Number of Other Included Managers: 2
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Form 13F Information Table Entry Total: 33
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Form 13F Information Table Value Total: $12,832,981
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(thousands)
List of Other Included Managers:
Provide a numbered list of the name(s) and Form 13F file number(s) of all
institutional investment managers with respect to which this report is filed,
other than the manager filing this report.
No. Form 13F File Number Name
1 28-12429 Carlyle Investment Management L.L.C.
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2 28-15024 CIM Global, L.L.C.
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Explanatory Note:
The Carlyle Group L.P. is managed by its general partner, Carlyle Group
Management L.L.C., which is in turn wholly-owned and controlled by Carlyle's
senior professionals.
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FORM 13-F INFORMATION TABLE
COLUMN 1 COLUMN 2 COLUMN 3 COLUMN 4 COLUMN 5 COLUMN 6 COLUMN 7 COLUMN 8
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VALUE SHRS OR SH/ PUT/ INVESTMENT OTHER VOTING AUTHORITY
NAME OF ISSUER TITLE OF CLASS CUSIP (x$1000) PRN AMT PRN CALL DISCRETION MANAGERS SOLE SHARED NONE
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Allison Transmission Hldgs I Com 01973R101 $1,516,017 75,348,750 SH -- Shared-Defined 1 75,348,750
Atlas Resource Partners LP Com Unt Ltd Pr 04941A101 $196,081 7,683,442 SH -- Shared-Defined 1 7,683,442
BankUnited Inc Com 06652K103 $337,677 13,721,131 SH -- Shared-Defined 1 13,721,131
Booz Allen Hamilton Hldg Cor Cl A 099502106 $1,271,562 91,809,598 SH -- Shared-Defined 1 91,809,598
Boston Private Finl Hldgs In Com 101119105 $74,380 7,756,022 SH -- Shared-Defined 1 7,756,022
Central Pac Finl Corp Com 154760409 $135,322 9,463,095 SH -- Shared-Defined 1 9,463,095
China Recycling Energy Corp Com 168913101 $12,466 12,465,938 SH -- Shared-Defined 1, 2 12,465,938
Cobalt Intl Energy Inc Com 19075F106 $1,402,025 62,955,756 SH -- Shared-Defined 1 62,955,756
Concord Med Svcs Hldgs Ltd Sponsored ADR 206277105 $32,716 8,724,233 SH -- Shared-Defined 1, 2 8,724,233
Enduro Rty Tr Tr Unit 29269K100 $364,716 19,800,000 SH -- Shared-Defined 1 19,800,000
F N B United Corp Com 302519202 $58,572 4,930,313 SH -- Shared-Defined 1 4,930,313
Fairpoint Communications Inc Com 305560302 $259 34,202 SH -- Shared-Defined 1 34,202
Freescale Semiconductor Hldg SHS Old G3727Q101 $1,865,262 196,136,895 SH -- Shared-Other** 1, 2 196,136,895
Hampton Roads Bankshares Inc Com 409321502 $63,598 42,398,583 SH -- Shared-Defined 1 42,398,583
Hertz Global Holdings Inc Com 42805T105 $81,003 5,899,719 SH -- Shared-Defined 1, 2 5,899,719
Hertz Global Holdings Inc Com 42805T105 $664,571 48,402,867 SH -- Shared-Defined 1 48,402,867
Kinder Morgan Inc Del Com 49456B101 $1,374,775 38,704,258 SH -- Shared-Defined 1 38,704,258
Lear Corp Com 521865204 $12,759 337,618 SH -- Shared-Defined 1 337,618
Magnachip Semiconductor Corp Com 55933J203 $4,753 402,761 SH -- Shared-Defined 1 402,761
Nielsen Holdings N V Com N63218106 $255,164 8,511,137 SH -- Shared-Defined 1, 2 8,511,137
Nielsen Holdings N V Com N63218106 $1,162,413 38,772,943 SH -- Shared-Defined 1 38,772,943
Niska Gas Storage Partners L Unit Ltd Liabi 654678101 $213,083 16,992,245 SH -- Shared-Defined 1 16,992,245
RTI Intl Metals Inc Com 74973W107 $48,637 2,031,615 SH -- Shared-Defined 1 2,031,615
Sandridge Energy Inc Com 80007P307 $358,312 51,370,888 SH -- Shared-Defined 1 51,370,888
SS&C Technologies Hldgs Inc Com 78467J100 $541,254 21,469,799 SH -- Shared-Defined 1 21,469,799
Superior Energy Svcs Inc Com 868157108 $18,774 914,934 SH -- Shared-Defined 1 914,934
TRW Automotive Hldgs Corp Com 87264S106 $4,423 101,200 SH -- Shared-Defined 1 101,200
Weatherford International Lt Reg Shs H27013103 $12,680 1,000,000 SH -- Shared-Defined 1 1,000,000
Wesco Aircraft Hldgs Inc Com 950814103 $730,539 53,480,184 SH -- Shared-Defined 1 53,480,184
Willbros Group Inc Com 969203108 $5,371 1,000,141 SH -- Shared-Defined 1 1,000,141
YRC Worldwide Inc Note 10.000% 3/3 984249AB8 $2,996 11,304,367 SH -- Shared-Defined 1 11,304,367
YRC Worldwide Inc Note 10.000% 3/3 984249AC6 $8,359 16,718,923 SH -- Shared-Defined 1 16,718,923
YRC Worldwide Inc Com Par $.01 984249607 $2,462 363,642 SH -- Shared-Defined 1 363,642
LIST OF EXHIBITS
EXHIBIT NO. DESCRIPTION
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99 Power of Attorney
EXHIBIT 99
POWER OF ATTORNEY
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The undersigned understands that, from time to time, the Carlyle Companies
(defined below) are required to prepare, execute and file certain federal and
state securities laws filings.
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Curt Buser, Jeff Ferguson, David Pearson, Catherine Ziobro, R.
Rainey Hoffman, Joanne Cosiol, Monica Harris, Jeremy Anderson, Bruno De Gusmao,
Ann Siebecker, Andrea Pekala, Tom Mayrhofer, Orit Mizrachi, John Beczak, Rick
Kappler, Matt LoRusso, Rob Konigsberg, James Sloan, Anne Frederick, Norma Kuntz,
Victoria Jong, Erica Herberg or any of them signing singly, and with full power
of substitution, the undersigned's true and lawful attorney-in-fact to:
(1) prepare, execute in the name of each Carlyle Company and on
behalf of each Carlyle Company, and submit to the U.S. Securities and
Exchange Commission (the "SEC") a Form ID, including amendments thereto,
and any other documents necessary or appropriate to obtain codes and
passwords enabling the undersigned to make electronic filings with the SEC
of Forms D ("Form D") required to be filed in accordance with Rule 503
("Rule 503") promulgated with respect to Sections 4(2), 4(6) and 3(b) of
the Securities Act of 1933 (the "1933 Act") and reports required by
Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 (the "1934
Act") or any rule or regulation of the SEC;
(2) prepare and execute for and on behalf of each Carlyle Company,
in the undersigned's capacity as a Chairman, authorized person, officer
and/or director of each Carlyle Company, federal and state securities laws
filings including without limitation Forms D pursuant to Rule 503 and
Schedules 13D and 13G and Forms 3, 4, and 5 in accordance with Sections
13(d) and 16(a) of the 1934 Act and the rules thereunder;
(3) do and perform any and all acts for and on behalf of each
Carlyle Company which may be necessary or desirable to complete and
execute any such federal and state securities laws filings including
without limitation Forms D, Schedules 13D and 13G and Forms 3, 4, and 5,
complete and execute any amendment or amendments thereto, and timely file
such form with the SEC and the securities administrators of any state, the
District of Columbia, the Commonwealth of Puerto Rico, Guam and the United
States Virgin Islands or their designees and any stock exchange or similar
authority; and
(4) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and conditions
as such attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney
and the rights and powers herein granted, whether the same needs to be executed,
taken or done by him in his capacity as a current or former member, partner,
shareholder, director or officer of any company, partnership, corporation,
organization, firm, branch or other entity connected with, related to or
affiliated with any of the entities constituting the Carlyle Companies or
entities that directly or indirectly hold interests in the Carlyle Companies.
The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with federal and state
securities laws, including without limitation Rule 503 of the 1933 Act or
Section 13 and Section 16 of the 1934 Act.
This Power of Attorney and all authority conferred hereby shall not be
terminated by operation of law, whether by the death or incapacity of the
undersigned or by occurrence of any other event. Actions taken by an attorney-
in-fact pursuant to this Power of Attorney shall be as valid as if any event
described in the preceding sentence had not occurred, whether or not the
attorney-in-fact shall have received notice of such event. Notwithstanding the
foregoing, (i) in the event that an attorney-in-fact is no longer employed by
The Carlyle Group Employee Co., L.L.C. or its affiliates, this Power of Attorney
and all authority conferred hereby shall be immediately terminated with respect
to such Attorney, and (ii) the undersigned may terminate or revoke this Power of
Attorney at any time.
For purposes hereof, the "Carlyle Companies" shall consist of: (i)
Carlyle Group Management L.L.C., The Carlyle Group L.P., Carlyle Holdings I GP
Inc., Carlyle Holdings I GP Sub L.L.C., Carlyle Holdings I L.P., Carlyle
Holdings II GP L.L.C., Carlyle Holdings II L.P., Carlyle Holdings III GP
Management L.L.C., Carlyle Holdings III GP L.P., Carlyle Holdings III GP Sub
L.L.C., Carlyle Holdings III L.P., TC Group Sub L.P., TC Group Investment
Holdings Sub L.P., TC Group Cayman Investment Holdings Sub L.P., TC Group Cayman
Sub L.P. and (ii) the subsidiaries and affiliates of the foregoing in clause
(i), including without limitation investment funds sponsored directly or
indirectly by one or more of the Carlyle Companies.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 7[th] day of May, 2012.
/s/ Daniel A. D'Aniello
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Name: Daniel A. D'Aniello
Title: Chairman