The Carlyle Group
Carlyle, founded in 1987, is a global investment firm offering specialized investment funds and
other investment vehicles that invest private capital across a range of industries, geographies, asset
classes and investment strategies. Carlyle operates its business, through CIM and several other
Carlyle-affiliated investment advisers, across three segments: (i) Global Private Equity, (ii) Global
Credit and (iii) Global Investment Solutions.
Various entities affiliated with the Public Company (Nasdaq: CG), an affiliate of CIM, directly
and indirectly own and control CIM. On January 1, 2020, The Carlyle Group, L.P. completed its
conversion (together with related restructuring steps and transactions, the “Conversion”) from a
Delaware limited partnership to a Delaware corporation named The Carlyle Group, Inc. Pursuant
to the Conversion, each common unit of The Carlyle Group, L.P. converted into one share of
common stock of the Public Company (“Common Stock”) and each special voting unit and general
partner unit was canceled for no consideration. In addition, holders of the partnership units in
Carlyle Holdings I L.P., Carlyle Holdings II L.P., and Carlyle Holdings III L.P. (collectively,
“Carlyle Holdings”) exchanged such units for an equivalent number of shares of Common Stock
and certain other internal restructuring steps occurred. In connection with the Conversion, senior
Carlyle professionals and certain of the other former limited partners of Carlyle Holdings who
became holders of shares of Common Stock in connection with the Conversion were generally
required to grant an irrevocable proxy to Carlyle Group Management L.L.C., which is wholly
owned by Carlyle’s founders and other senior Carlyle professionals. This proxy entitles Carlyle
Group Management L.L.C. to vote such shares of Common Stock until the earlier of (i) such time
as Carlyle Group Management L.L.C. ceases to have voting power over shares of Common Stock
representing at least 20% of the total voting power of all the then outstanding shares of capital
stock of the Public Company entitled to vote in the election of directors and (ii) January 1, 2025.
As of December 31, 2023, Carlyle Group Management L.L.C. held voting power for
approximately 41% of Common Stock. CIM does not hold any economic interest in the Public
Company, although certain of its officers and supervised persons hold Common Stock. From and
after the consummation of the Conversion, the Public Company holds directly and indirectly all of
the outstanding equity interests in Carlyle Holdings, whose subsidiaries operate and control all of
the business and affairs of Carlyle and its affiliates.
A group of senior management professionals establishes the management structures and policies
and procedures for the operation and development of the firm, guided by the strategic direction set
by the Board of Directors of the Public Company. Harvey M. Schwartz, Chief Executive Officer,
John Redett, Chief Financial Officer, Jeffrey W. Ferguson, General Counsel, and Christopher Finn,
Chief Operating Officer comprise this group of executives.
Additional information about the Public Company is available in its current public filings with the
SEC. Unless specifically stated otherwise, references in this Brochure to CIM do not include
Carlyle, the Public Company or any of Carlyle’s other affiliated entities.
Carlyle Investment Management L.L.C.
CIM, a Delaware limited liability company formed in 1996, is registered with the SEC as an
investment adviser. It provides investment advisory services, either directly or through co- and
sub-advisory arrangements, to various Carlyle-sponsored investment vehicles and managed
accounts (each an “Advisory Client”
1). In the context of Carlyle’s structured credit investment
activities, CIM, through its relying advisers Carlyle CLO Management L.L.C. (“Carlyle CLO”),
CBAM CLO Management, LLC (“CBAM CLO”) and Carlyle CLO Management Europe, LLC
(f/k/a CBAM CLO Management Europe, LLC, “Carlyle CLO Europe”), generally provides
advisory services directly to the investment vehicle as collateral/investment manager. CBAM CLO
and Carlyle CLO Europe were acquired by Carlyle in March 2022.
As of December 31, 2023, CIM managed approximately $195.3 billion of assets in respect of
which CIM has full investment discretion (subject to the Advisory Client’s established investment
guidelines). As of December 31, 2023, CIM also managed approximately $78.3 billion of assets
in respect of which CIM does not have full investment discretion.
Although CIM is a separately-registered investment adviser that generally operates independently
of other Carlyle-affiliated investment advisers, CIM acts as a co-investment adviser with certain
affiliated investment advisers (
e.g., AlpInvest, as defined below). Further, its status as part of the
larger Carlyle organization raises certain actual and potential conflicts of interest, as discussed
more fully in Items 8 and 10.
CIM also acts as a sub- or co-investment adviser with unaffiliated investment advisers for certain
investment vehicles that are joint ventures between Carlyle and unaffiliated entities, for example,
its joint ventures with Riverstone Holdings, LLC (“Riverstone”) with respect to certain legacy
energy and renewables funds.
Through a series of delegation agreements, CIM provides portfolio management services with
respect to certain private investment funds that are managed by CIM Europe S.àr.l. (the “CIM
AIFM”), an affiliated alternative investment fund manager licensed with the Luxembourg
Commission de Surveillance du Secteur Financier (the “CSSF”) under the AIFMD (as defined
below).
In providing its services to each Advisory Client, CIM and its related persons provide advice with
respect to the investment and reinvestment of each Advisory Client’s assets, and may assist in
coordinating reports to investors. CIM manages the assets of each Advisory Client in accordance
with the terms of the governing documents (or investment management agreement in the case of a
separately managed account) applicable to such Advisory Client.
Interests in Carlyle-sponsored investment vehicles advised by CIM are privately offered only to
1 “Advisory Client” means any fund, pooled investment vehicle or account for which CIM directly or indirectly
provides investment advice and/or places trades on a discretionary or nondiscretionary basis. The investors and other
persons who invest in CIM’s Advisory Clients are generally referred to herein as “investors.” Unless otherwise
expressly stated herein, the term “Advisory Clients” does not include “investors”, and the term “investors” does not
reference stockholders or debtholders, as applicable, of the Public Company.
eligible investors pursuant to exemptions available under the United States Securities Act of 1933,
as amended (the “Securities Act”), and the regulations promulgated thereunder. Such investment
vehicles, including parallel and co-investment vehicles, are not registered with the SEC as
investment companies based on specific exclusions from the United States Investment Company
Act of 1940, as amended (the “1940 Act”). Typically, interests in such investment vehicles are
offered to institutional investors, high net worth individuals as well as non-U.S. investors investing
in a non-U.S. investment vehicle. Additionally, Carlyle, its affiliates and equity owners, and certain
of their respective professionals typically invest in or alongside Advisory Clients. Other qualified
individuals who generally are not employees of Carlyle, but who have or had business relationships
with Carlyle or industry expertise in the sector in which a particular Advisory Client may be
investing (including, without limitation, operating executives, operating advisors, consultants,
former employees, senior advisors, and other similar professionals) are also expected to invest in
or alongside Advisory Clients. Some of these outside investors and industry experts are current or
former executives of portfolio companies in which an investment vehicle will invest.
The Carlyle Group Business Segments
As noted above, Carlyle operates its business, through CIM and several other Carlyle-affiliated
investment advisers, across three segments: (i) Global Private Equity, (ii) Global Credit and (iii)
Global Investment Solutions.
Global Private Equity
Carlyle’s Global Private Equity (“GPE”) segment includes Carlyle’s buyout, growth, real estate
and natural resources funds (including infrastructure and energy). Across the GPE funds, as of
December 31, 2023, Carlyle had investments in nearly 300 active portfolio companies.
Carlyle’s GPE teams have the following areas of focus:
Corporate Private Equity
Carlyle established its private equity business in 1990 with its first U.S. buyout fund and continues
to pursue a wide variety of corporate investments of different sizes and growth potentials. Outside
of the U.S., Carlyle primarily sponsors corporate private equity funds in Europe, Asia, and Japan.
Within Carlyle’s Global Private Equity segment, its corporate private equity Advisory Clients
(which include funds advised by CIM) are advised by teams of local professionals who typically
live and work in the markets where they invest. These teams closely analyze investment
opportunities in a wide range of companies, from small-cap growth companies to market-leading,
large-cap companies across their core industries (including, aerospace and government services,
consumer, media and retail, financial services, healthcare, life sciences, industrial and technology).
•
Buyout. Carlyle’s buyout teams advise a diverse group of Advisory Clients that invest in
buyout transactions, including corporate buyouts and strategic minority investments.
Carlyle’s buyout platform also includes a core strategy, seeking longer duration private
equity opportunities, targeting stable businesses with sustainable market leadership.
•
Growth Capital. Carlyle’s growth capital Advisory Clients are advised by regionally-
focused teams in the United States, Europe and Asia, with each team seeking private equity
investments in middle market investment opportunities consistent with specific regional
investment criteria. The investment mandate for Carlyle’s growth capital funds is to seek
out companies exhibiting significant growth characteristics. Carlyle also advises legacy
middle-market buyout funds.
•
Life Sciences. Carlyle completed its acquisition of Abingworth LLP (“ALLP”), a life
sciences investment firm, on August 1, 2022, to offer investors broader-based investment
management services in life sciences and healthcare investing, which complement
Carlyle’s existing product set and investments in the space. ALLP is a relying adviser of
CIM. ALLP is wholly-owned by Carlyle and provides investment advisory services to
pooled investment vehicles investing in companies and financing of late-stage clinical
assets in the life sciences and healthcare sectors across all stages of company development
including seed, early- and late-stage venture financing, clinical co-development and public
companies.
CIM (including ALLP), either directly or indirectly, advises the corporate private equity Advisory
Clients within its Global Private Equity segment.
Real Estate
Carlyle’s Real Estate investment program, established in 1997 with Carlyle’s first U.S. real estate
fund, focuses on real estate investments in the U.S. and Europe, with a focus on a broad range of
opportunities including residential properties (including, without limitation, multifamily and
single-family rental properties), active adult and senior living facilities, industrial properties, and
self-storage properties. Carlyle’s real estate funds may also acquire, to a significantly lesser extent,
office buildings, hotels and retail properties.
Carlyle’s real estate investment team generally focuses on acquiring single-property assets (rather
than large-cap companies with real estate portfolios) or smaller portfolios and has historically
pursued primarily an opportunistic real estate investment strategy. Carlyle’s activities also include
a core-plus real estate investment strategy, seeking more stable, relatively low volatility equity
investments in the U.S. as compared to its opportunistic investment strategy.
In the U.S., Carlyle continues to focus on single asset transactions in its opportunistic and core-
plus investment strategies. Outside the U.S., Carlyle continues to invest opportunistically in the
European market, often focusing on multiple transactions involving smaller portfolios, and
assembling platforms or operating businesses.
CIM, either directly or indirectly, advises the real estate Advisory Clients within its Global Private
Equity segment.
Infrastructure & Natural Resources
Carlyle’s infrastructure and natural resources funds focus on infrastructure and energy investing.
•
Infrastructure.
Carlyle’s infrastructure group is comprised of teams that invest in
renewables and the energy transition, energy infrastructure, water and waste, transportation,
digital infrastructure, and power generation, including our global infrastructure
opportunities fund, our North American power fund and our renewable and sustainable
energy funds. Carlyle’s North American power investment team leverages the expertise of
the operating professionals at Cogentrix Energy L.L.C., a portfolio company owned by
certain Carlyle funds.
•
Energy. Carlyle’s energy activities focus on buyouts, growth capital investments and
strategic joint ventures in the midstream, upstream, downstream, energy, energy transition
and oilfield services sectors around the world.
Carlyle’s North American energy investment activities include investment funds that are
advised by NGP Energy Capital Management, LLC (“NGP”), based in Dallas, TX. NGP
is primarily responsible for Carlyle’s North American energy (except as specified
elsewhere herein) investment strategy
2; however, CIM does not control the investment
decisions of any NGP funds. NGP focuses on investments across a range of energy and
natural resource assets in North America, including oil and gas resources, oilfield services,
pipelines and processing. Carlyle owns certain economic interests in NGP; however,
Carlyle does not control NGP or its current funds. NGP is separately registered as an
investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers
Act”). For the purposes of this Brochure, references to CIM do not include references to
NGP.
In 2013, Carlyle engaged an investment team, primarily through Atlas NV, an unaffiliated
investment adviser, and supplemented such team with additional Carlyle investment
professionals to develop its international energy platform. The international energy team
focuses on investments across the energy value chain outside of North America. Through
Atlas NV, certain of the Atlas-associated investment professionals also manage an existing
international energy platform with active portfolio companies. Carlyle does not control or
manage this platform or its underlying portfolio companies. Atlas NV is an “Exempt
Reporting Adviser” under the exemption from the SEC’s investment adviser registration
requirements set forth in Rule 203(m)-1 under the Advisers Act. For purposes of this
Brochure, references to CIM do not include references to Atlas NV.
CIM, either directly or indirectly, advises or co-advises the natural resources Advisory Clients
within the Global Private Equity segment (which, for the avoidance of doubt, do not include
current funds advised by NGP, or investments of Atlas NV).
Global Credit
Carlyle’s Global Credit business segment (“Global Credit”), established in 1999 with Carlyle’s
first high yield fund, advises a group of advisory clients that pursue investment strategies including
liquid credit, illiquid credit, and real assets credit.
CIM, CGCIM, CSL III Advisor, LLC (“CSL III Advisor”), Carlyle Aviation Securities Partners
2 CIM and Riverstone Investment Group L.L.C., a separately registered and unaffiliated investment adviser, jointly
advise certain legacy energy and renewable resources funds. Carlyle and Riverstone have mutually decided not to
pursue additional jointly managed funds.
LLC (“CASP”) and Carlyle Aviation PDP Management LLC (together with its relying advisers,
“CAPDP”) are the primary investment advisers that provide advice to Global Credit advisory
clients. For the purposes of this Brochure, references to CIM do not include references to CGCIM,
CSL III Advisor, CASP or CAPDP. The Global Credit team includes investment professionals
located in the United States, Europe and Asia.
Liquid Credit
•
Loans and Structured Credit. Carlyle’s U.S. structured credit investment team focuses on
investments primarily in performing senior secured bank loans through structured credit
vehicles (
i.e., CLOs) and certain other investment vehicles advised by CGCIM, including
the Carlyle Revolving Loan Fund. CIM and its relying advisers, Carlyle CLO and CBAM
CLO, advise the CLO U.S. structured credit Advisory Clients. CBAM CLO and Carlyle
CLO Europe (and the CLOs they advise) were acquired from CBAM Partners, LLC in
March 2022.
Carlyle’s European structured credit funds are independently advised by CELF Advisors
LLP (“CELF”), an affiliated investment adviser authorized and regulated by the United
Kingdom Financial Conduct Authority (the “FCA”), and Carlyle CLO Europe. CELF is an
“Exempt Reporting Adviser” under the exemption from the SEC’s investment adviser
registration requirements set forth in Rule 203(m)-1 under the Advisers Act. Global
Credit’s European platform also includes CIC Advisors LLP, a foreign private adviser and
an appointed representative of CECP Advisors LLP (registered with the FCA).
CGCIM is a sub-advisor to Carlyle AlpInvest Private Markets Fund (“CAPM”), a
continuously offered, unlisted closed-end registered investment company.
Private Credit
•
Direct Lending. Carlyle’s direct lending business includes its business development
companies (“BDCs”) that invest primarily in middle market first-lien loans and second-
lien loans of middle market companies that lack access to the broadly syndicated loan and
bond markets (including Carlyle Secured Lending, Inc., f/k/a TCG BDC, Inc., which
became a publicly-traded BDC in June 2017).
CGCIM acts as the investment adviser to two advisory client affiliates of CIM (including
Carlyle Secured Lending, Inc.), which have elected to be regulated as BDCs under the 1940
Act, and additional middle market finance advisory clients. CSL III Advisor
3 acts as the
investment adviser to one advisory client affiliate of CIM which has elected to be regulated
as a BDC under the 1940 Act.
•
Opportunistic Credit. Carlyle’s opportunistic credit team invests primarily in highly-
structured and privately-negotiated capital solutions supporting corporate and other
borrowers through secured loans, senior subordinated debt, mezzanine debt, convertible
notes, and other debt-like instruments, as well as preferred and common equity in such
3 CSL III Advisor is a wholly-owned subsidiary of CGCIM and registered with the SEC as an investment advisor.
borrowers. The opportunistic credit team also considers investing in special situations and
market dislocations, including primary and secondary market investments. In certain
investments, these funds may seek to restructure pre-reorganization debt claims into
controlling positions in the equity of reorganized companies. CGCIM acts as investment
adviser to the opportunistic credit funds (including certain legacy distressed credit funds).
Real Assets Credit
•
Aircraft Finance. Carlyle Aviation Partners is a multi-strategy investment platform that is
engaged in commercial aviation aircraft financing and investment and providing
investment management services related to the commercial aviation industry. Carlyle
Aviation Partners includes CASP and CAPDP, investment advisers registered with the
SEC.
•
Infrastructure Credit. Carlyle’s infrastructure credit team invests primarily in directly
originated and privately negotiated debt instruments related to global infrastructure
projects, with projects focused on energy transition, renewables and digital infrastructure,
with additional exposure to transportation and logistics, social infrastructure, low-carbon
power, water and waste treatment and other energy infrastructure sectors. The team focuses
primarily on senior, subordinated, and mezzanine debt and seeks to invest primarily in
developed markets within the Organization for Economic Cooperation and Development.
CGCIM acts as investment adviser to infrastructure debt investments.
Platform Initiatives
•
Cross-Platform Credit Products. Carlyle’s platform initiatives include a closed-end
registered investment company that operates as a cross-platform interval fund, Carlyle
Tactical Private Credit Fund (“CTAC”, formerly known as OFI Carlyle Private Credit
Fund), that invests across credit strategies, including direct lending, liquid credit and
opportunistic credit, cross-platform separately managed accounts that are tailored to invest
across Carlyle’s credit platform, and structured solutions that focus on private, primarily
investment-grade investments, backed by assets with contractual cash flows. CGCIM acts
as investment adviser to CTAC and other platform initiative advisory clients.
•
Credit Strategic Solutions. Credit Strategic Solutions (“CSS”) is an asset-backed, private
fixed income investment strategy within Global Credit that seeks to generate a premium
return profile compared to traditional fixed income and credit investments by acquiring
and lending against diversified pools of assets with contractual cash flows. CSS combines
Carlyle’s long-standing history in structured credit, private asset underwriting expertise,
and capital markets capabilities, to deliver tailored asset-focused financing solutions across
the entire debt and equity capital structure.
Other Credit
•
Insurance Solutions. Carlyle Insurance Solutions (“CIS”) provides comprehensive liability
funding and reinsurance, asset management and advisory solutions for (re)insurance
companies and fund investors. The CIS team oversees the investment held by Carlyle and
an Advisory Client in Fortitude Re (defined and discussed in more detail in Item 8) and the
strategic advisory services agreement with certain subsidiaries of Fortitude Re. CIS also
includes Carlyle Insurance Solutions Management L.L.C. (“CISM”), a relying advisor of
CIM. CIM (including its relying advisor, CISM) and CGCIM are the investment advisors
to the CIS advisory clients.
•
Global Capital Markets. Global Capital Markets (“GCM”) is a loan syndication and capital
markets business that Carlyle launched in 2018. The primary focus of GCM is to arrange,
place, underwrite, originate and syndicate loans and underwrite securities of third parties
and Carlyle portfolio companies including underwriting private offerings and participating
in the underwriting syndicate for public offerings, through TCG Capital Markets L.L.C.
(“TCG Capital Markets”), and TCG Senior Funding, L.L.C. (an advisory client of CGCIM,
established to underwrite, originate and syndicate loans). GCM may also act as the initial
purchaser of such loans and securities. Please see Items 5, 8 and 10 for additional
information regarding GCM.
Global Investment Solutions
4
Carlyle’s Global Investment Solutions segment primarily operates through AlpInvest Partners
B.V., its affiliated sub-advisers, AlpInvest US Holdings LLC and AlpInvest Private Equity
Investment Management, L.L.C. (“AlpInvest PEIM”, collectively, “AlpInvest”). Carlyle owns
100% of the equity interests of AlpInvest, investment advisers separately registered under the
Advisers Act. AlpInvest provides investment advisory services to pooled investment vehicles
sponsored by AlpInvest, customized separately managed accounts and CAPM, a continuously
offered, unlisted closed-end registered investment company. CGCIM is a sub-advisor to CAPM.
AlpInvest invests globally across the private equity spectrum (including buyout, growth capital,
venture, subordinated private debt and distressed debt) through direct subscriptions for interests in
private equity and mezzanine funds, co-investments in single portfolio companies alongside
private equity and mezzanine funds, and secondary market purchases of interests in private equity
funds and private operating companies and other transactions such as portfolio financings. For the
purposes of this Brochure, references to CIM do not include references to AlpInvest.
Each of AlpInvest, CIM and CGCIM are expected to act as investment advisers to certain advisory
clients within Carlyle’s Global Investment Solutions business. Advisory services include, for
example, making recommendations to such advisory clients regarding overall investment strategy
or allocation, including recommended allocations of capital to certain investment vehicles
sponsored by AlpInvest or Carlyle.
4 Carlyle has substantially wound down the Diversified Global Asset Management Corporation (“DGAM”) business,
a Toronto-based affiliate of CIM and global manager of hedge funds, acquired by Carlyle in February 2014. In
connection with the wind down of its operations, DGAM has surrendered its investment fund manager and portfolio
manager licenses, and retained an exempt market dealer license with the Ontario Securities Commission to facilitate
certain marketing activities in Canada for advisory clients. DGAM has been renamed Carlyle Investments (Canada)
Corporation.