Business Context and Reporting Period
This Form 8-K is a current report filed by The Carlyle Group L.P. on September 6, 2017. The filing discloses the pricing of an offering of Series A Preferred Units and the execution of an underwriting agreement for the transaction.
Key Financial Metrics and Transaction Details
The filing details a specific capital raising event rather than periodic financial performance metrics such as revenue or operating cash flow.
- Instrument: 5.875% Series A Preferred Units.
- Volume: 16,000,000 units.
- Liquidation Preference: $25.00 per unit.
- Expected Closing Date: September 13, 2017.
- Underwriters: Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC, Wells Fargo Securities, LLC, and J.P. Morgan Securities LLC.
The filing text does not provide a clear value for total gross proceeds, net proceeds, or the company's current debt and liquidity positions outside of this specific transaction.
Material Changes
The material change reported is the initiation of a new equity offering. The Partnership entered into an underwriting agreement to issue and sell the preferred units pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-220355).
Outlook, Risks, and Management Commentary
The offering is expected to close on September 13, 2017, subject to customary closing conditions. The underwriting agreement contains customary representations, warranties, indemnification rights, and termination provisions. The filing notes that the information furnished under Item 7.01 is not deemed "filed" for purposes of Section 18 of the Exchange Act and is not incorporated by reference into other filings except as expressly set forth.
Key Facts for Investor Verification
- Verify the final closing date of the offering, which is expected to be September 13, 2017.
- Confirm the total gross proceeds calculated as 16,000,000 units multiplied by the $25.00 liquidation preference.
- Review the attached Underwriting Agreement (Exhibit 1.1) for specific terms regarding the 5.875% dividend rate and redemption features.
- Check the press release (Exhibit 99.1) for management's stated use of proceeds from the offering.