XML 32 R13.htm IDEA: XBRL DOCUMENT
v3.24.1.u1

Borrowings | 3 Months Ended
--- | ---
Mar. 31, 2024
Debt Disclosure [Abstract] |
Borrowings | 6. Borrowings Th e Company borrows and enters into credit agreements for its general operating and investment purposes. The Company’s debt obligations consist of the following:
| March 31, 2024 |  | December 31, 2023
| Borrowing Outstanding |  | Carrying Value |  | Borrowing Outstanding |  | Carrying Value
| (Dollars in millions)
CLO Borrowings (See below) | $408.1 |  | $404.2 |  | $431.7 |  | $426.4
3.500% Senior Notes Due 9/19/2029 | 425.0 |  | 422.6 |  | 425.0 |  | 422.5
5.625% Senior Notes Due 3/30/2043 | 600.0 |  | 600.5 |  | 600.0 |  | 600.6
5.650% Senior Notes Due 9/15/2048 | 350.0 |  | 346.5 |  | 350.0 |  | 346.4
4.625% Subordinated Notes Due 5/15/2061 | 500.0 |  | 485.2 |  | 500.0 |  | 485.1
Total debt obligations | $2,283.1 |  | $2,259.0 |  | $2,306.7 |  | $2,281.0
Senior Credit Facility As of March 31, 2024, the senior credit facility, which was amended on April 29, 2022, included $1.0 billion in a revolving credit facility. The Company’s borrowing capacity is subject to the ability of the financial institutions in the banking syndicate to fulfill their respective obligations under the revolving credit facility. The revolving credit facility is scheduled to mature on April 29, 2027, and principal amounts outstanding under the revolving credit facility accrue interest, at the option of the borrowers, either (a) at an alternate base rate plus an applicable margin not to exceed 0.50% per annum, or (b) at SOFR (or similar benchmark for non-U.S. dollar borrowings) plus a 0.10% adjustment and an applicable margin not to exceed 1.50% per annum (at March 31, 2024, the interest rate was 6.43%). The Company made no borrowings under the revolving credit facility during the three months ended March 31, 2024 and there was no balance outstanding at March 31, 2024. Global Credit Revolving Credit Facility Certain subsidiaries of the Company are parties to a revolving line of credit, primarily intended to support certain lending activities within the Global Credit segment. In August 2023, the Global Credit Revolving Credit Facility was amended to increase the capacity of the existing revolving line of credit from $250 million to $300 million (the “2027 Tranche Revolving Loans”) and extend the maturity date to September 2027. This amendment also provides for a new tranche of revolving loans with a capacity of $200 million maturing in August 2024 (the “2024 Tranche Revolving Loans,” together with the 2027 Tranche Revolving Loans, the “Global Credit Revolving Credit Facility”). The Company’s borrowing capacity is subject to the ability of the financial institutions in the banking syndicate to fulfill their respective obligations under the credit facility. Principal amounts outstanding under the facility accrue interest at applicable SOFR or Eurocurrency rates plus an applicable margin of 2.00% or an alternate base rate plus an applicable margin of 1.00%. The Company made no borrowings under the credit facility during the three months ended March 31, 2024, and there was no borrowing outstanding under this credit facility as of March 31, 2024. CLO Borrowings For certain of the Company’s CLOs, the Company finances a portion of its investment in the CLOs through the proceeds received from term loans and other financing arrangements with financial institutions. The Company’s outstanding CLO borrowings consist of the following (Dollars in millions):
Formation Date |  | Borrowing Outstanding March 31, 2024 |  |  | Borrowing Outstanding December 31, 2023 |  |  | Maturity Date (1) |  | Interest Rate as of March 31, 2024 |
February 28, 2017 |  | $34.2 |  |  | $39.9 |  |  | September 21, 2029 |  | 6.30% | (2)
June 29, 2017 |  | 40.7 |  |  | 45.6 |  |  | July 20, 2030 |  | 6.77% | (4)
December 6, 2017 |  | 38.5 |  |  | 41.1 |  |  | January 15, 2031 |  | 6.97% | (5)
March 15, 2019 |  | 1.8 |  |  | 1.8 |  |  | March 15, 2032 |  | 12.05% | (3)
August 20, 2019 |  | 3.9 |  |  | 4.0 |  |  | August 15, 2032 |  | 8.64% | (3)
September 15, 2020 |  | 19.2 |  |  | 19.7 |  |  | April 15, 2033 |  | 5.53% | (3)
January 8, 2021 |  | 20.1 |  |  | 20.6 |  |  | January 15, 2034 |  | 6.44% | (3)
March 9, 2021 |  | 14.8 |  |  | 16.8 |  |  | August 15, 2030 |  | 5.34% | (3)
March 30, 2021 |  | 18.0 |  |  | 18.6 |  |  | March 15, 2032 |  | 5.65% | (3)
April 21, 2021 |  | 3.5 |  |  | 3.6 |  |  | April 15, 2033 |  | 9.79% | (3)
May 21, 2021 |  | 15.1 |  |  | 15.5 |  |  | November 17, 2031 |  | 5.27% | (3)
June 4, 2021 |  | 20.2 |  |  | 20.7 |  |  | January 16, 2034 |  | 6.22% | (3)
June 10, 2021 |  | 1.3 |  |  | 1.3 |  |  | November 17, 2031 |  | 6.75% | (3)
July 15, 2021 |  | 15.1 |  |  | 15.5 |  |  | July 15, 2034 |  | 6.23% | (3)
July 20, 2021 |  | 20.1 |  |  | 20.6 |  |  | July 20, 2031 |  | 6.25% | (3)
August 4, 2021 |  | 16.3 |  |  | 16.7 |  |  | August 15, 2032 |  | 5.65% | (3)
October 27, 2021 |  | 23.4 |  |  | 24.0 |  |  | October 15, 2035 |  | 6.35% | (3)
November 5, 2021 |  | 14.0 |  |  | 14.3 |  |  | January 14, 2034 |  | 6.03% | (3)
January 6, 2022 |  | 20.2 |  |  | 20.7 |  |  | February 15, 2035 |  | 6.28% | (3)
February 22, 2022 |  | 20.3 |  |  | 20.8 |  |  | November 10, 2035 |  | 6.35% | (3)
July 13, 2022 |  | 17.0 |  |  | 17.5 |  |  | January 13, 2035 |  | 7.26% | (3)
October 25, 2022 |  | 17.7 |  |  | 18.1 |  |  | October 25, 2035 |  | 7.69% | (3)
September 5, 2023 |  | 12.7 |  |  | 14.3 |  |  | August 28, 2031 |  | 5.47% | (3)
|  | $408.1 |  |  | $431.7 |  |  |  |  |  |
(1)Maturity date is earlier of date indicated or the date that the CLO is dissolved. (2)Incurs interest at EURIBOR plus applicable margins as defined in the agreement. (3)Incurs interest at the average effective interest rate of each class of purchased securities plus 0.50% spread percentage. (4)Incurs interest at SOFR plus 1.45%. (5)Incurs interest at SOFR plus 1.66%. The CLO term loans are secured by the Company’s investments in the respective CLO, have a general unsecured interest in the Carlyle entity that manages the CLO, and generally do not have recourse to any other Carlyle entity. Interest expense for the three months ended March 31, 2024 and 2023 was $6.8 million and $5.2 million, respectively. The fair value of the outstanding balance of the CLO term loans at March 31, 2024 approximated par value based on current market rates for similar debt instruments. These CLO term loans are classified as Level III within the fair value hierarchy. European CLO Financing - February 28, 2017 On February 28, 2017, a subsidiary of the Company entered into a financing agreement with several financial institutions under which these financial institutions provided a €31.7 million term loan ($34.2 million at March 31, 2024) to the Company. This term loan is secured by the Company’s investments in the retained notes in certain European CLOs that were formed in 2014 and 2015. This term loan will mature on the earlier of September 21, 2029 or the date that the certain European CLO retained notes have been redeemed. The Company may prepay the term loan in whole or in part at any time. Interest on this term loan accrues at EURIBOR plus applicable margins (6.30% at March 31, 2024). Master Credit Agreement - Term Loans The Company assumed liabilities under master credit agreements previously entered into by CBAM under which a financial institution provided term loans to CBAM for the purchase of eligible interests in CLOs (see Note 3 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023). Term loans issued under these master credit agreements are secured by the Company’s investment in the respective CLO as well as any senior management fee and subordinated management fee payable by each CLO. Term loans generally bear interest at SOFR plus a weighted average spread over SOFR on the CLO notes, which is due quarterly. As of March 31, 2024, term loans under these agreements had $79.2 million outstanding. The master credit agreements mature in July 2030 and January 2031, respectively. CLO Repurchase Agreements On February 5, 2019, the Company entered into a master credit facility agreement (the “Carlyle CLO Financing Facility”) to finance a portion of the risk retention investments in certain European CLOs managed by the Company. Each transaction entered into under the Carlyle CLO Financing Facility will bear interest at a rate based on the weighted average effective interest rate of each class of securities that have been sold plus a spread to be agreed upon by the parties. As of March 31, 2024, €211.0 million ($227.7 million) was outstanding under the Carlyle CLO Financing Facility. Additional borrowings may be made on terms agreed upon by the Company and the counterparty subject to the terms and conditions of the Carlyle CLO Financing Facility. Each transaction entered into under the CLO Financing Facility provides for payment netting and, in the case of a default or similar event with respect to the counterparty to the CLO Financing Facility, provides for netting across transactions. Generally, upon a counterparty default, the Company can terminate all transactions under the CLO Financing Facility and offset amounts it owes in respect of any one transaction against collateral, if any, or other amounts it has received in respect of any other transactions under the CLO Financing Facility; provided, however, that in the case of certain defaults, the Company may only be able to terminate and offset solely with respect to the transaction affected by the default. During the term of a transaction entered into under the CLO Financing Facility, the Company will deliver cash or additional securities acceptable to the counterparty if the securities sold are in default. Upon termination of a transaction, the Company will repurchase the previously sold securities from the counterparty at a previously determined repurchase price. The CLO Financing Facility may be terminated at any time upon certain defaults or circumstances agreed upon by the parties. The repurchase agreements may result in credit exposure in the event the counterparty to the transaction is unable to fulfill its contractual obligations. The Company minimizes the credit risk associated with these activities by monitoring counterparty credit exposure and collateral values. Other than margin requirements, the Company is not subject to additional terms or contingencies which would expose the Company to additional obligations based upon the performance of the securities pledged as collateral. The Company assumed liabilities under a master credit facility agreement previously entered into by CBAM (the “CBAM CLO Financing Facility,” together with the Carlyle CLO Financing Facility, the “CLO Financing Facilities”) to finance a portion of the risk retention investments in certain European CLOs managed by CBAM (see Note 3 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023). The maximum facility amount is €100.0 million, but may be expanded on such terms agreed upon by the Company and the counterparty subject to the terms and conditions of the CBAM CLO Financing Facility. Each transaction entered into under the CBAM CLO Financing Facility will bear interest at a rate based on the weighted average effective interest rate of each class of securities that have been sold plus a spread to be agreed upon by the parties. As of March 31, 2024, €61.9 million ($66.8 million) was outstanding under the CBAM CLO Financing Facility. Senior Notes Certain indirect subsidiaries of the Company have issued long term borrowings in the form of senior notes, on which interest is payable semi-annually in arrears. The following table provides information regarding these senior notes (Dollars in millions):
|  |  |  |  |  | Interest Expense |
|  |  | Fair Value (1) As of |  | Three Months Ended March 31,
| Aggregate Principal Amount |  | March 31, 2024 |  | December 31, 2023 |  | 2024 |  | 2023
3.500% Senior Notes Due 9/19/2029 (2) | $425.0 |  | $393.9 |  | $401.9 |  | $3.8 |  | $3.8
5.625% Senior Notes Due 3/30/2043 (3) | 600.0 |  | 588.0 |  | 594.6 |  | 8.4 |  | 8.4
5.650% Senior Notes Due 9/15/2048 (4) | 350.0 |  | 337.8 |  | 336.0 |  | 5.0 |  | 5.0
|  |  |  |  |  |  | $17.2 |  | $17.2
(1)Including accrued interest. Fair value is based on indicative quotes and the notes are classified as Level II within the fair value hierarchy. (2)Issued in September 2019 at 99.841% of par. (3)Issued $400.0 million in aggregate principal at 99.583% of par in March 2013. An additional $200.0 million in aggregate principal was issued at 104.315% of par in March 2014, and is treated as a single class with the outstanding $400.0 million in senior notes previously issued. (4)Issued in September 2018 at 99.914% of par. The issuers may redeem the senior notes, in whole at any time or in part from time to time, at a price equal to the greater of (i) 100% of the principal amount of the notes being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on any notes being redeemed discounted to the redemption date on a semiannual basis at the Treasury Rate plus 40 basis points (30 basis points in the case of the 3.500% senior notes), plus in each case accrued and unpaid interest on the principal amounts being redeemed. Subordinated Notes In May 2021, an indirect subsidiary of the Company issued $435.0 million aggregate principal amount of 4.625% Subordinated Notes due May 15, 2061 (the “Subordinated Notes”), on which interest is payable quarterly accruing from May 11, 2021. In June 2021, an additional $65.0 million aggregate principal amount of these Subordinated Notes were issued and are treated as a single series with the already outstanding $435.0 million aggregate principal amount. The Subordinated Notes are unsecured and subordinated obligations of the issuer, and are fully and unconditionally guaranteed (the “Guarantees”), jointly and severally, on a subordinated basis, by the Company, each of the Carlyle Holdings partnerships, and CG Subsidiary Holdings L.L.C., an indirect subsidiary of the Company (collectively, the “Guarantors”). The Consolidated Funds are not guarantors, and as such, the assets of the Consolidated Funds are not available to service the Subordinated Notes under the Guarantee. The Subordinated Notes may be redeemed at the issuer’s option in whole at any time or in part from time to time on or after June 15, 2026 at a redemption price equal to their principal amount plus any accrued and unpaid interest to, but excluding, the date of redemption. If interest due on the Subordinated Notes is deemed no longer to be deductible in the U.S., a “Tax Redemption Event,” the Subordinated Notes may be redeemed, in whole, but not in part, within 120 days of the occurrence of such event at a redemption price equal to their principal amount plus accrued and unpaid interest to, but excluding, the date of redemption. In addition, the Subordinated Notes may be redeemed, in whole, but not in part, at any time prior to May 15, 2026, within 90 days of the rating agencies determining that the Subordinated Notes should no longer receive partial equity treatment pursuant to the rating agency’s criteria, a “rating agency event,” at a redemption price equal to 102% of their principal amount plus any accrued and unpaid interest to, but excluding, the date of redemption. As of March 31, 2024 and December 31, 2023, the fair value of the Subordinated Notes was $390.2 million and $411.8 million, respectively. Fair value is based on active market quotes and the notes are classified as Level I within the fair value hierarchy. For both the three months ended March 31, 2024 and 2023, the Company incurred $5.9 million of interest expense on the Subordinated Notes. Debt Covenants The Company is subject to various financial covenants under its loan agreements including, among other items, maintenance of a minimum amount of management fee-earning assets. The Company is also subject to various non-financial covenants under its loan agreements and the indentures governing its senior notes. The Company was in compliance with all financial and non-financial covenants under its various loan agreements as of March 31, 2024. Loans Payable of Consolidated Funds Loans payable of Consolidated Funds primarily represent amounts due to holders of debt securities issued by the CLOs. As of March 31, 2024 and December 31, 2023, the following borrowings were outstanding (Dollars in millions):
| As of March 31, 2024
| Borrowing Outstanding |  | Fair Value |  | Weighted Average Interest Rate |  |  |  | Weighted Average Remaining Maturity in Years
Senior secured notes | $6,133.0 |  | $6,153.0 |  | 6.36% |  |  |  | 8.84
Subordinated notes | 220.5 |  | 199.3 |  | N/A |  | (4) |  | 8.94
Revolving credit facilities(3) | 182.8 |  | 182.8 |  | 6.57% |  |  |  | 4.74
Total | $6,536.3 |  | $6,535.1 |  |  |  |  |  |
| As of December 31, 2023
| Borrowing Outstanding |  | Fair Value |  | Weighted Average Interest Rate |  |  |  | Weighted Average Remaining Maturity in Years
Senior secured notes(1) | $6,171.9 |  | $6,097.9 |  | 6.32% |  |  |  | 8.99
Subordinated notes(2) | 173.5 |  | 210.7 |  | N/A |  | (4) |  | 9.16
Revolving credit facilities(3) | 177.9 |  | 177.9 |  | 6.46% |  |  |  | 5.05
Total | $6,523.3 |  | $6,486.5 |  |  |  |  |  |
(1)Borrowing Outstanding and Fair Value as of December 31, 2023 includes $7.8 million of senior secured notes that are carried at par value. (2)Borrowing Outstanding and Fair Value as of December 31, 2023 includes $2.2 million of subordinated notes that are carried at par value. (3)Fair Value as of March 31, 2024 and December 31, 2023 reflects the amortized cost of outstanding revolving credit balances which approximates fair value. (4)The subordinated notes do not have contractual interest rates, but instead receive distributions from the excess cash flows of the CLOs. Loans payable of the CLOs are collateralized by the assets held by the CLOs and the assets of one CLO may not be used to satisfy the liabilities of another. This collateral consisted of cash and cash equivalents, corporate loans, corporate bonds and other securities. As of March 31, 2024 and December 31, 2023, the fair value of the CLO assets was $7.1 billion and $6.8 billion, respectively.

X
- References No definition available. + Details
Name: | us-gaap_DebtDisclosureAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(c)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1 Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 470 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//470/tableOfContent Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1C -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1C -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1C -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1E -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I + Details
Name: | us-gaap_DebtDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration