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 CGCIM, Carlyle Investment
Management L.L.C. (“CIM”) and several other Carlyle-affiliated investment advisers, across three
segments: (i) Global Private Equity, (ii) Global Credit (which includes CGCIM), and (iii) Global
Investment Solutions.
Various entities affiliated with the Public Company (Nasdaq: CG), an affiliate of CGCIM, directly and
indirectly own and control CGCIM. 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. CGCIM 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 CGCIM do not include Carlyle, the
Public Company or any of Carlyle’s other affiliated entities.
Carlyle Global Credit Investment Management L.L.C.
CGCIM is a Delaware limited liability company that is registered with the SEC as an investment adviser
under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). CGCIM was formed in
2012 and commenced operations in 2013.
CGCIM is wholly owned and controlled by CIM, an affiliated advisory entity that is separately
registered with the SEC as an investment adviser and provides investment advisory services to various
investment vehicles and managed accounts sponsored by Carlyle.
CGCIM currently provides investment advisory services with respect to certain products within Global
Credit, including direct lending, opportunistic credit, special situations, infrastructure credit, platform
initiatives, structured solutions and other structured credit investment vehicles (each an “Advisory
Client”
1), as discussed below. The Global Credit team includes investment professionals located in the
United States, Europe, and Asia.
Through a series of delegation agreements, CGCIM provides portfolio management services with
respect to certain private investment funds that are managed by CIM Europe S.à r.l. (the “CGCIM
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).
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 CGCIM do not include Carlyle, CIM,
CSL III Advisor LLC (“CSL III Advisor”), Carlyle Aviation Securities Partners LLC (“CASP”), Carlyle
Aviation PDP Management LLC (“CAPDP”), 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”), the Public Company or any of Carlyle’s other affiliated entities.
DESCRIPTION OF ADVISORY SERVICES WITHIN GLOBAL CREDIT
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, private credit, real assets credit, platform
initiatives and structured solutions. CGCIM is one of a group of affiliated investment advisers that
provide advisory services to Global Credit advisory clients. Primary areas of focus for the Global Credit
platform include:
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
1 “Advisory Client” means any fund, pooled investment vehicle or account for which CGCIM directly or indirectly provides
investment advice and/or places trades on a discretionary or nondiscretionary basis. The investors and other persons who
invest in Advisory Clients are generally referred to 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.
(
i.e., CLOs) and certain other investment vehicles advised by CGCIM, including the Carlyle
Revolving Loan Fund.
Global Credit’s U.S. CLO advisory clients are managed by CIM and its relying advisors, Carlyle
CLO Management L.L.C. (“Carlyle CLO”), CBAM CLO Management, L.L.C. (“CBAM CLO”)
and Carlyle CLO Management Europe, L.L.C. (“Carlyle CLO Europe”, formerly known as
CBAM CLO Management Europe, L.L.C.).
Global Credit’s European structured credit CLO advisory clients are independently advised by
CELF Advisors LLP (“CELF”), an affiliated investment adviser authorized and regulated by the
United Kingdom Financial Conduct Authority (the “FCA”). 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). The U.S. and European structured credit investment teams focus
on investments primarily in performing senior secured bank loans through structured vehicles
and other investment vehicles.
CGCIM is investment adviser to Carlyle Credit Income Fund (“CCIF”), a closed-end registered
investment company listed on NYSE and is a sub-adviser to Carlyle AlpInvest Private Markets
Fund (“CAPM”), a continuously offered, unlisted closed-end registered investment company.
Private Credit
•
Direct Lending: This strategy includes (i) three non-diversified closed-end investment
companies, Carlyle Secured Lending, Inc. (“CSL”,
formerly known as TCG BDC, Inc.), Carlyle
Credit Solutions, Inc. (“CARS”, formerly known as TCG BDC II, Inc.) and Carlyle Secured
Lending III (“CSL III”, and together with CSL and CARS, the “BDCs”)
2. Each of the BDCs has
elected to be regulated as a business development company (“BDC”) under the Investment
Company Act of 1940, as amended (the “1940 Act”) (CSL closed its initial public offering on
June 19, 2017, and shares of its common stock started trading on the Nasdaq Global Select
Market under the ticker symbol “CGBD”); (ii) Carlyle Direct Lending CLO 2015-1R LLC
(“CDL CLO”), and certain other private investment vehicles that are collateralized loan
obligation (“CLO”) funds, to which CGCIM serves as the collateral manager; (iii) Middle
Market Credit Fund LLC (“MMCF”), a strategic joint venture between CSL and a large
Canadian pension fund, and Middle Market Credit Fund II LLC (“MMCF II”), a strategic joint
venture between CSL and a large asset manager (CSL, such pension fund, and such large asset
manager are each an “MMCF Member” and collectively, the “MMCF Members”) where
CGCIM provides investment advisory services on a non-discretionary basis, and (iv) certain
other private investment vehicles including several open-ended evergreen funds. Direct Lending
invests primarily in directly originated senior secured debt instruments, including first-lien loans
and second-lien loans, of U.S. middle-market companies, defined as companies with
approximately $25 million to $100 million of earnings before interest, taxes, depreciation and
amortization (“EBITDA”).
2 CSL III Advisor is a wholly-owned subsidiary of CGCIM, registered with the SEC and the investment adviser to CSL III.
•
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 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 is the investment adviser to the opportunistic credit funds and 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, 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 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 is the investment adviser to the infrastructure credit
funds.
Platform Initiatives
•
Cross-Platform Credit Products: Carlyle’s platform initiatives include Carlyle Tactical Private
Credit Fund (“CTAC”), a Delaware statutory trust that is registered under the 1940 Act, as a
non-diversified, closed-end management investment company. CTAC is operated as an “interval
fund” pursuant to Rule 23c-3 under the 1940 Act, and generally offers retail investors access to
certain credit strategies, including direct lending, liquid credit and opportunistic credit; and
cross-platform separately managed accounts which are tailored to invest across Carlyle’s credit
platform based on the specific investment needs of individual investors. These products also
include structured solutions which focus on private, primarily investment-grade investments,
backed by assets with contractual cash flows. CGCIM is the 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
•
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. TCG Capital Markets is registered with the SEC (and in 50 states and the
District of Columbia) as a broker-dealer and is a member of the Financial Industry Regulatory
Authority (“FINRA”). In addition to the activities described above, TCG Capital Markets
engages in U.S.-based marketing and fundraising for Global Private Equity, Global Credit, and
Global Investment Solutions. Please see Items 5, 8 and 10 for additional information regarding
GCM.
•
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 LLC (“CISM”), a relying advisor of CIM. CIM (including its relying
adviser, CISM) and CGCIM are the investment advisors to the CIS advisory clients.
TAILORED ADVISORY SERVICES
In providing its services to each Advisory Client, CGCIM provides advice with respect to the investment
and reinvestment of each Advisory Client’s assets, and may assist in coordinating reports to investors.
CGCIM provides tailored investment advisory services to its Advisory Clients in accordance with each
Advisory Client’s investment objectives, strategies, restrictions and guidelines, including, where
applicable, restrictions under the 1940 Act and the U.S. Internal Revenue Code of 1986, as amended
(the “IRS Code”).
Interests in Advisory Clients, other than CSL, CCIF, CAPM and CTAC, are privately offered only to
eligible investors pursuant to exemptions available under the Securities Act of 1933, as amended (the
“Securities Act”), and the regulations promulgated thereunder and, if applicable, pursuant to exemptions
from registration under 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. Interests in MMCF and MMCF II are offered only to the MMCF Members.
ADVISORY CLIENT ASSETS MANAGED
As of December 31, 2023, the regulatory assets under the management of CGCIM amounted to
approximately $45.5 billion on a discretionary basis and $1.3 billion on a non-discretionary basis for a
total of $46.8 billion.