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Borrowings
9 Months Ended
Sep. 30, 2021
Debt Disclosure [Abstract]  
Borrowings 5. Borrowings
The Company borrows and enters into credit agreements for its general operating and investment purposes. The Company’s debt obligations consist of the following:
 September 30, 2021December 31, 2020
 Borrowing
Outstanding
Carrying
Value
Borrowing
Outstanding
Carrying
Value
(Dollars in millions)
Global Credit Revolving Credit Facility $70.0 $70.0 $— $— 
CLO Borrowings (See below)
203.0 198.7 356.1 353.6 
3.875% Senior Notes Due 2/01/2023
250.0 249.7 250.0 249.5 
5.625% Senior Notes Due 3/30/2043
600.0 600.6 600.0 600.7 
5.650% Senior Notes Due 9/15/2048
350.0 346.1 350.0 346.0 
3.500% Senior Notes Due 9/19/2029
425.0 421.4 425.0 421.1 
4.625% Subordinated Notes Due 5/15/2061
500.0 484.2 — — 
Total debt obligations$2,398.0 $2,370.7 $1,981.1 $1,970.9 
 
Senior Credit Facility
As of September 30, 2021, the senior credit facility included $775.0 million in a revolving credit facility. The revolving credit facility is scheduled to mature on February 11, 2024, 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%, or (b) at LIBOR plus an applicable margin not to exceed 1.50% (at September 30, 2021, the interest rate was 1.33%). The Company made no borrowings under the senior credit facility during the three and nine months ended September 30, 2021 and there were no amounts outstanding at September 30, 2021.
Global Credit Revolving Credit Facility
On December 17, 2018, certain subsidiaries of the Company established a $250.0 million revolving line of credit, primarily intended to support certain lending activities within the Global Credit segment. The credit facility initially included a $125.0 million line of credit with a one-year term, which was amended in December 2020 to extend its maturity to December
2021, and a $125.0 million line of credit with a three-year term. In September 2021, the revolving line of credit was further amended to terminate the one-year line of credit, and extend the term of the three-year line of credit to September 2024 as well as increase its capacity from $125.0 million to $250.0 million. Principal amounts outstanding under the facility accrue interest, at the option of the borrowers, either (a) at an alternate base rate plus an applicable margin not to exceed 1.00%, or (b) at the Eurocurrency rate plus an applicable margin, not to exceed 2.00% (at September 30, 2021, the interest rate was 2.085%). The Company borrowed $70.0 million under the credit facility during the three and nine months ended September 30, 2021, and $70.0 million remained outstanding as of September 30, 2021. The balance outstanding as of September 30, 2021 was repaid in October 2021.
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 DateBorrowing Outstanding September 30, 2021Borrowing Outstanding December 31, 2020Maturity Date (1)Interest Rate as of September 30, 2021
February 28, 2017$54.2 $79.9 November 17, 20312.35%(2)
April 19, 2017 22.7 April 22, 2031N/A(3) (14)
June 28, 2017 22.9 July 22, 2031N/A(4) (14)
August 2, 2017 22.7 July 23, 2029N/A(5) (14)
August 2, 2017 21.3 August 3, 2022N/A(6)
August 14, 2017 22.4 August 15, 2030N/A(7) (14)
November 30, 2017 22.7 January 16, 2030N/A(8)(14)(15)
December 6, 2017 19.0 October 16, 2030N/A(9)(14)(15)
December 7, 2017 20.8 January 19, 2029N/A(10)(14)(15)
January 30, 2018 19.2 January 23, 2030N/A(11)(14)(15)
March 1, 2018 15.2 January 16, 2031N/A(12)(14)(15)
March 15, 20191.9 22.6 March 15, 20328.11%(13)
August 20, 20194.2 22.9 August 15, 20324.74%(13)
September 15, 202020.6 21.8 April 15, 20331.59%(13)
January 8, 202121.6 — January 15, 20342.49%(13)
March 9, 202120.7 — August 15, 20301.37%(13)
March 30, 202119.4 — March 15, 20321.71%(13)
April 21, 20213.7 — April 15, 20335.85%(13)
May 21, 202116.2 — November 17, 20311.36%(13)
June 4, 202121.6 — January 16, 20342.28%(13)
June 10, 20211.4 — November 17, 20312.85%(13)
August 4, 202117.5 — August 15, 20321.98%(13)
$203.0 $356.1 

(1)    Maturity date is earlier of date indicated or the date that the CLO is dissolved.
(2)     Outstanding borrowing of €46.8 million; incurs interest at EURIBOR plus applicable margins as defined in the agreement.
(3)    Incurs interest at LIBOR plus 1.932%. This term loan was fully repaid in April 2021.
(4)     Incurs interest at LIBOR plus 1.923%. This term loan was fully repaid in April 2021.
(5)    Incurred interest at LIBOR plus 1.808%. This term loan was fully repaid in February 2021.
(6)    Original borrowing of €17.4 million; incurred interest at EURIBOR plus 1.75% and had full recourse to the Company. This term loan was fully repaid in March 2021.
(7)    Incurred interest at LIBOR plus 1.848%. This term loan was fully repaid in March 2021.
(8)    Incurs interest at LIBOR plus 1.731%. This term loan was fully repaid in April 2021.
(9)    Incurred interest at LIBOR plus 1.647%. This term loan was fully repaid in May 2021.
(10)    Incurred interest at LIBOR plus 1.365%. This term loan was fully repaid in May 2021.
(11)    Incurred interest at LIBOR plus 1.624%. This term loan was fully repaid in April 2021.
(12)    Incurred interest at LIBOR plus 1.552%. This term loan was fully repaid in May 2021.
(13) Incurs interest at the average effective interest rate of each class of purchased securities plus 0.50% spread percentage.
(14)    Term loan issued under master credit agreement.
(15) CLO Indentures for the respective CLO borrowings entered on November 30, 2017 and after provided for an alternative rate framework determined at the Company’s discretion upon a trigger event of LIBOR.

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 September 30, 2021 and 2020 was $1.2 million and $1.9 million, respectively. Interest expense for the nine months ended September 30, 2021 and 2020 was $4.4 million and $6.6 million, respectively. The fair value of the outstanding balance of the CLO term loans at September 30, 2021 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 have provided a €46.8 million term loan ($54.2 million at September 30, 2021) 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 November 17, 2031 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 (2.35% at September 30, 2021).

Master Credit Agreement - Term Loans
In January 2017, the Company entered into a master credit agreement with a financial institution under which the financial institution provided term loans to the Company for the purchase of eligible interests in CLOs. Term loans issued under this master credit agreement were 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 bore interest at LIBOR plus a weighted average spread over LIBOR on the CLO notes and an applicable margin, which was due quarterly. CLO indentures for the respective CLO borrowings entered on November 30, 2017 and after provided for an alternative rate framework determined at the Company’s discretion upon a trigger event of LIBOR. This agreement terminated in January 2020. As of September 30, 2021, all outstanding CLO term loans under this agreement have been fully repaid.
CLO Repurchase Agreements
On February 5, 2019, the Company entered into a master credit facility agreement (the “CLO Financing Facility”) to finance a portion of the risk retention investments in certain European CLOs managed by the Company. 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 CLO Financing Facility. Each transaction entered into under the 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 September 30, 2021, €128.6 million was outstanding under the 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.
Senior Notes
Certain indirect subsidiaries of the 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
September 30,
Nine Months Ended
September 30,
Aggregate Principal AmountSeptember 30, 2021December 31, 20202021202020212020
3.875% Senior Notes Due 2/1/2023 (2)
$250.0 $262.1 $270.0 $2.5 $2.5 $7.5 $7.5 
5.625% Senior Notes Due 3/30/2043 (3)
600.0 790.0 782.6 8.4 8.4 25.3 25.3 
5.650% Senior Notes Due 9/15/2048 (4)
350.0 482.7 469.3 5.0 5.0 14.9 14.9 
3.500% Senior Notes Due 9/19/2029 (5)
425.0 456.8 476.6 3.8 3.8 11.5 11.5 
$19.7 $19.7 $59.2 $59.2 
(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 January 2013 at 99.966% 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.
(5) Issued in September 2019 at 99.841% 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 3.875% and 3.500% senior notes), plus in each case accrued and unpaid interest on the principal amounts being redeemed. On October 22, 2021, the Company announced its intention to redeem the remaining 3.875% Senior Notes in whole at the make-whole redemption price as set forth in the notes, which is expected to be completed in November 2021.
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 September 30, 2021, the fair value of the Subordinated Notes was $512.4 million. Fair value is based on active market quotes and the notes are classified as Level I within the fair value hierarchy. For the three months ended September 30, 2021 and for the period from May 11, 2021 through September 30, 2021, the Company incurred $5.6 million and $8.9 million, respectively, 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 and subordinated notes. The Company was in compliance with all financial and non-financial covenants under its various loan agreements as of September 30, 2021.
Loans Payable of Consolidated Funds
Loans payable of Consolidated Funds primarily represent amounts due to holders of debt securities issued by the CLOs. Several of the CLOs issued preferred shares representing the most subordinated interest, however these tranches are mandatorily redeemable upon the maturity dates of the senior secured loans payable, and as a result have been classified as liabilities and are included in loans payable of Consolidated Funds in the unaudited condensed consolidated balance sheets.
As of September 30, 2021 and December 31, 2020, the following borrowings were outstanding, which includes preferred shares classified as liabilities (Dollars in millions):
 As of September 30, 2021
 Borrowing
Outstanding
Fair ValueWeighted
Average
Interest Rate
 Weighted
Average
Remaining
Maturity in
Years
Senior secured notes$5,697.8 $5,700.1 1.72 %10.46
Subordinated notes, preferred shares and other312.5 238.2 N/A(1)10.67
Total$6,010.3 $5,938.3 
 
 As of December 31, 2020
 Borrowing
Outstanding
Fair ValueWeighted
Average
Interest Rate
 Weighted
Average
Remaining
Maturity in
Years
Senior secured notes$5,442.2 $5,358.9 1.74 %10.36
Subordinated notes, preferred shares and other164.2 204.1 N/A(1)10.49
Total$5,606.4 $5,563.0 
 
(1)The subordinated notes and preferred shares 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 September 30, 2021 and December 31, 2020, the fair value of the CLO assets was $6.7 billion and $6.3 billion, respectively.