Item 1.01 Entry into a Material Definitive Agreement.
The information required by this Item 1.01 is included in Item 2.03 and is
incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On April 29, 2022, The Carlyle Group Inc. (the "Company") and certain of its
subsidiaries entered into a Second Amended and Restated Credit Agreement, which
further amends and restates its existing Amended and Restated Credit Agreement,
dated as of February 11, 2019, with the lenders thereto (listed below) and
Citibank, N.A. as Administrative Agent. In connection with entering into the
Second Amended and Restated Credit Agreement, the Company increased the size of
its revolving credit facility from $775.0 million to $1.0 billion. The Company
currently has no amounts outstanding under the revolving credit facility. The
Company has the ability to increase the size of its revolving credit facility
(and/or incur term loans) in an aggregate amount not to exceed $250.0 million.
The revolving credit facility will mature on April 29, 2027, which was extended
from the prior maturity date of February 11, 2024. 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 a similar benchmark for non-US dollar
borrowings) plus a 0.10% adjustment and an applicable margin not to exceed 1.50%
per annum. The Company also is required to pay a quarterly commitment fee on the
unused commitments under its revolving credit facility not to exceed 0.20% per
annum, as well as certain customary fees for any issued letters of credit. The
Company's interest rate and commitment fee are subject to adjustment in the
future depending on achievement of certain sustainability milestones.
The revolving credit facility is unsecured. The Company is required to maintain
management fee earning assets (as defined in the Second Amended and Restated
Credit Agreement) of at least $126.6 billion and a total leverage ratio of less
than 4.0 to 1.0, in each case, tested on a quarterly basis. Non-compliance with
any of the financial or non-financial covenants without cure or waiver would
constitute an event of default under the Second Amended and Restated Credit
Agreement. An event of default resulting from a breach of certain financial or
non-financial covenants may result, at the option of the lenders, in an
acceleration of the principal and interest outstanding, and a termination of the
Second Amended and Restated Credit Agreement. The Second Amended and Restated
Credit Agreement also contains other customary events of default, including
defaults based on events of bankruptcy and insolvency, nonpayment of principal,
interest or fees when due, breach of specified covenants, change in control and
material inaccuracy of representations and warranties.
Under the Second Amended and Restated Credit Agreement, Citibank N.A. and
certain of its affiliates act as Joint Lead Arranger and Bookrunner,
Administrative Agent and Lender; J.P. Morgan Chase Bank, N.A and certain of its
affiliates act as Joint Lead Arranger and Bookrunner, Syndication Agent and
Lender; Credit Suisse Loan Funding LLC and certain of its affiliates act as
Joint Lead Arranger and Bookrunner, Syndication Agent and Lender; BofA
Securities, Inc. and certain of its affiliates act as Joint Lead Arranger and
Bookrunner and Sustainability Coordinator; Wells Fargo Securities, LLC and
certain of its affiliates act as Joint Lead Arranger and Bookrunner; Bank of
America, N.A. and certain of its affiliates act as Syndication Agent and Lender;
Wells Fargo Bank, National Association and certain of its affiliates act as
Syndication Agent and Lender; and affiliates of Barclays Bank PLC, Deutsche Bank
AG, Goldman Sachs Bank USA, HSBC Bank USA, N.A., Morgan Stanley Bank, N.A.,
Societe Generale and UBS AG act as Lenders.
Certain of the lenders and/or their respective affiliates have, from time to
time, performed, and may in the future perform, various investment banking,
financial advisory, lending and other services in the ordinary course of
business for the Company and/or its affiliates, the investment funds the Company
manages and the Company's investment funds' portfolio companies, for which they
have received or will receive customary fees and expenses, and in some cases,
customary indemnification.
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THE CARLYLE GROUP INC. 
