Washington, DC 20549







Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 15, 2013



The Carlyle Group L.P.

(Exact name of registrant as specified in its charter)




Delaware   001-35538   45-2832612

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)

1001 Pennsylvania Avenue, NW

Washington, D.C.

(Address of Principal Executive Offices)   (Zip Code)

(202) 729-5626

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 8.01 Other Events.

On January 15, 2013, Carlyle Holdings Finance L.L.C., an indirect subsidiary of The Carlyle Group L.P., priced the previously announced offering of $500,000,000 aggregate principal amount of 3.875% Senior Notes due 2023. The notes are to be fully and unconditionally guaranteed by The Carlyle Group L.P., Carlyle Holdings I L.P., Carlyle Holdings II L.P. and Carlyle Holdings III L.P. Carlyle intends to use a portion of the net proceeds from the sale of the notes to repay outstanding borrowings under the revolving credit facility of its senior credit facility, a portion of which borrowings were used, together with cash on hand, to fund the cash consideration paid in connection with the initial closing of its acquisition of interests in NGP Management Company, L.L.C. Any remaining net proceeds will be used for general corporate purposes, including the prepayment of the initial amortization amount due under its term loan.

The notes were offered pursuant to Rule 144A and Regulation S under the Securities Act of 1933. The notes have not been registered under the Securities Act of 1933 or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933 and applicable state laws.


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.


    By:   Carlyle Group Management L.L.C.,
      its general partner
Date: January 15, 2013     By:  

/s/ Adena T. Friedman

    Name:   Adena T. Friedman
    Title:   Chief Financial Officer