SEC FORM 13F-HR
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The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.
|
| UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 13F
FORM 13F COVER PAGE
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| OMB APPROVAL |
| OMB Number: | 3235-0006 |
| Expires: | Oct 31, 2018 |
| Estimated average burden |
| hours per response: | 23.8 |
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| Report for the Calendar Year or Quarter Ended: | 09-30-2013 |
| Check here if Amendment | | Amendment Number: |
| This Amendment (Check only one.): | | is a restatement. |
| | adds new holdings entries. |
| Institutional Investment Manager Filing this Report: |
| Name: | Carlyle Group L.P. |
| Address: | C/O THE CARLYLE GROUP |
| 1001 PENNSYLVANIA AVENUE, N.W. |
| WASHINGTON,
DC
20004 |
| Form 13F File Number: | 028-15025 |
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 |
| Title: | Managing Director |
| Phone: | 202-729-5626 |
| Signature, Place, and Date of Signing: |
| /s/ R. Rainey Hoffman as Attorney-in-Fact for Daniel A. D'Aniello / Signed pursuant to Power Of Attorney dated May 7, 2012 | Washington,
DC | 11-14-2013 |
| [Signature] | [City, State] | [Date] |
| Explanatory Note 1: 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 issued by Freescale Semiconductor Hldg, 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.
Explanatory Note 2: The Carlyle Group L.P. is managed by its general partner, Carlyle Group Management L.L.C., which is managed by a board of directors that is appointed by Carlyle's senior professionals.
Explanatory Note 3: AlpInvest Partners B.V. is an indirectly wholly owned investment adviser of The Carlyle Group L.P. However, The Carlyle Group L.P. does not participate in any investment decision-making of AlpInvest Partners B.V. |
| Report Type (Check only one.): |
| | 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).) |
| X | 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:
[If there are no entries in this list, omit this section.] |
| | Form 13F File Number | Name |
| | AlpInvest Partners B.V. |
| Form 13F Summary Page |
| Report Summary: |
| Number of Other Included Managers: | 2 | | |
| Form 13F Information Table Entry Total: | 28 |
| Form 13F Information Table Value Total: | 12,224,556 |
| (thousands) |
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| 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. |
| [If there are no entries in this list, state “NONE” and omit the
column headings and list entries.] |
| No. | Form 13F File Number | Name |
| 1 | 028-12429 | Carlyle Investment Management LLC |
| 2 | 028-15024 | CIM Global, L.L.C. |
SEC FORM 13-F Information Table
|
The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.
|
| UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 13F
FORM 13F INFORMATION TABLE
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| OMB APPROVAL |
| OMB Number: | 3235-0006 |
| Expires: | Oct 31, 2018 |
| Estimated average burden |
| hours per response: | 23.8 |
|
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| COLUMN 1 | COLUMN 2 | COLUMN 3 | COLUMN 4 | COLUMN 5 | COLUMN 6 | COLUMN 7 | COLUMN 8 |
| | | VALUE | SHRS OR | SH/ | PUT/ | INVESTMENT | OTHER | VOTING AUTHORITY |
| NAME OF ISSUER | TITLE OF CLASS | CUSIP | (x$1000) | PRN AMT | PRN | CALL | DISCRETION | MANAGER | SOLE | SHARED | NONE |
| Allison Transmission Hldgs I | Com | 01973R101 | 1,589,329 | 63,446,250 | SH | | DFND | 1 | 0 | 6,344,625 | 0 |
| Atlas Resource Partners LP | Com Unt Ltd Pr | 04941A101 | 158,958 | 7,591,111 | SH | | DFND | 1 | 0 | 7,591,111 | 0 |
| BankUnited Inc | Com | 06652K103 | 255,435 | 8,189,631 | SH | | DFND | 1 | 0 | 8,189,631 | 0 |
| Booz Allen Hamilton Hldg Cor | Cl A | 099502106 | 1,773,761 | 91,809,598 | SH | | DFND | 1 | 0 | 91,809,598 | 0 |
| Central Pac Finl Corp | Com | 154760409 | 167,497 | 9,463,095 | SH | | DFND | 1 | 0 | 9,463,095 | 0 |
| China Recycling Energy Corp | Com | 168913101 | 29,918 | 12,465,938 | SH | | DFND | 1, 2 | 0 | 12,465,938 | 0 |
| Cobalt Intl Energy Inc | Com | 19075F106 | 865,697 | 34,822,878 | SH | | DFND | 1 | 0 | 34,822,878 | 0 |
| Concord Med Svcs Hldgs Ltd | Sponsored ADR | 206277105 | 46,413 | 8,724,233 | SH | | DFND | 1, 2 | 0 | 8,724,233 | 0 |
| Enduro Rty Tr | Tr Unit | 29269K100 | 108,274 | 8,600,000 | SH | | DFND | 1 | 0 | 8,600,000 | 0 |
| F N B United Corp | Com | 302519202 | 48,711 | 4,930,313 | SH | | DFND | 1 | 0 | 4,930,313 | 0 |
| Freescale Semiconductor Hldg | SHS Old | G3727Q101 | 3,265,679 | 196,136,895 | SH | | OTR | 1, 2 | 0 | 196,136,895 | 0 |
| Genesee & Wyo Inc | Cl A | 371559105 | 556,354 | 5,984,232 | SH | | DFND | 1 | 0 | 5,984,232 | 0 |
| Hampton Roads Bankshares Inc | Com | 409321502 | 59,782 | 42,398,583 | SH | | DFND | 1 | 0 | 42,398,583 | 0 |
| HD Supply Hldgs Inc | Com | 40416M105 | 801,287 | 36,471,872 | SH | | DFND | 1 | 0 | 36,471,872 | 0 |
| Lear Corp | Com | 521865204 | 2,000 | 27,938 | SH | | DFND | 1 | 0 | 27,938 | 0 |
| Magnachip Semiconductor Corp | Com | 55933J203 | 108 | 5,007 | SH | | DFND | 1 | 0 | 5,007 | 0 |
| Masonite Intl Corp New | Com | 575385109 | 66,073 | 1,350,356 | SH | | DFND | 1 | 0 | 1,350,356 | 0 |
| Nielsen Holdings N V | Com | N63218106 | 202,030 | 5,542,662 | SH | | DFND | 1, 2 | 0 | 5,542,662 | 0 |
| Nielsen Holdings N V | Com | N63218106 | 920,359 | 25,249,892 | SH | | DFND | 1 | 0 | 25,249,892 | 0 |
| Niska Gas Storage Partners L | Unit Ltd Liabi | 654678101 | 268,907 | 17,404,962 | SH | | DFND | 1 | 0 | 17,404,962 | 0 |
| RTI Intl Metals Inc | Com | 74973W107 | 65,093 | 2,031,615 | SH | | DFND | 1 | 0 | 2,031,615 | 0 |
| Sandridge Energy Inc | Com | 80007P307 | 301,033 | 51,370,888 | SH | | DFND | 1 | 0 | 51,370,888 | 0 |
| Superior Energy Svcs Inc | Com | 868157108 | 22,910 | 914,934 | SH | | DFND | 1 | 0 | 914,934 | 0 |
| Weatherford International Lt | Reg Shs | H27013103 | 15,330 | 1,000,000 | SH | | DFND | 1 | 0 | 1,000,000 | 0 |
| Wesco Aircraft Hldgs Inc | Com | 950814103 | 613,881 | 29,330,184 | SH | | DFND | 1 | 0 | 29,330,184 | 0 |
| Willbros Group Inc | Com | 969203108 | 1,477 | 160,892 | SH | | DFND | 1 | 0 | 160,892 | 0 |
| YRC Worldwide Inc | Note 10.000% 3/3 | 984249AB8 | 12,120 | 13,102,895 | PRN | | DFND | 1 | 0 | 13,102,895 | 0 |
| YRC Worldwide Inc | Com Par $.01 | 984249607 | 6,140 | 363,745 | SH | | DFND | 1 | 0 | 363,745 | 0 |
