Carlyle group

The Carlyle Group, L.P.
Public
Traded as CG
Industry Private equity
Founded 1987
Headquarters Washington, DC, U.S.
Key people Daniel A. D'Aniello
(Chairman)
William E. Conway, Jr.
(Co-CEO)
David M. Rubenstein
(Co-CEO)
Products Management buyouts
Real estate
Leveraged finance
Venture capital and growth capital
Revenue Increase US$ 85.961 billion (2013)[1]
Net income Increase US$ 25.158 billion (2013)[1]
AUM IncreaseUS$170 billion (2013)[1]
Total assets Increase US$ 31.567 billion (2013)[1]
Employees 87,400 [1]
Website www.carlyle.com

The Carlyle Group is an American-based global asset management firm, specializing in private equity, based in Washington, D.C. The Carlyle Group operates in four business areas: private equity, real assets, market strategies, and fund of funds, through its AlpInvest subsidiary.

Carlyle's private equity business has been one of the largest investors in leveraged buyout transactions over the last decade, while its real estate business has actively acquired commercial real estate. Since its inception, Carlyle has completed investments in such notable companies as Booz Allen Hamilton, Dex Media, Dunkin' Brands, Freescale Semiconductor, Getty Images, HCR Manor Care, Hertz, Kinder Morgan, Nielsen, and United Defense.

As of December 31, 2012, Carlyle had $170 billion in assets under management across 113 funds and 67 fund of fund vehicles. The firm has more than 1,400 employees including 650 investment professionals, with offices in 33 countries globally. Carlyle has investments in over 200 companies and more than 250 real estate investments. Carlyle’s portfolio companies employ more than 650,000 people worldwide. The firm has over 1,500 limited partners in 75 countries.[1] Carlyle is also noted for its association with influential political figures.

According to a 2011 ranking called the PEI 300 based on capital raised over the last five years, Carlyle was ranked as the third largest private equity firm in the world.[2] Carlyle had been ranked first in the 2007 listing.[3]

Business segments

The firm is organized into four business segments:

  • Corporate private equity - Management of Carlyle's family of private equity funds investing primarily in leveraged buyout and growth capital transactions through a range of geographically focused investment funds;
  • Real Assets - Management of Carlyle's family of real estate investment funds focusing on the US, Europe and Asia;
  • Global Market Strategies - Management of various credit, equities and hedge fund vehicles with over $30 billion in assets under management; and
  • Fund of funds solutions –Carlyle’s AlpInvest subsidiary manages approximately $45 billion of assets focusing on fund of funds, secondaries and co-investments for institutional investors

Corporate private equity

Carlyle’s Corporate Private Equity division manages a series of leveraged buyout and growth capital investment funds with specific geographic or industry focuses. Carlyle invests primarily in the following industries: aerospace and defense, automotive, consumer and retail, energy and power, health care, real estate, technology and business services, telecommunications and media, and transportation.

Carlyle began investing in Corporate Private Equity in 1990 and since inception Carlyle has invested $53 billion of capital in 449 investments. Geographically, Carlyle has invested in three regions: (i) the Americas (222 investments, 58% of capital), (ii) Europe, the Middle East and Africa (102 investments, 23% of capital), (iii) Asia-Pacific (125 investments, 19% of capital).[1]

As of December 31, 2012, Carlyle managed 31 active funds with $53 billion in assets under management consisting of:[1]

  • Buyout funds - Carlyle manages a group of 21 active funds with approximately $49 billion in assets under management as of December 31, 2012.[1]
  • Growth capital funds – Carlyle manages 10 active growth capital funds with approximately $4 billion in assets under management as of December 31, 2012.[1]

Real assets

Carlyle’s Real Assets division manages 17 active investment funds focused on real estate, infrastructure and energy and renewable resources. The division also includes 8 funds managed by Carlyle’s subsidiary NGP Energy Capital Management.[1] The real assets business has three primary areas of focus:

  • Real estate funds – Carlyle manages 10 active real estate funds with approximately $13 billion in assets under management as of December 31, 2012. Carlyle has made over 525 investments, including office buildings, residential properties, hotels, retail properties, industrial properties and senior living facilities, in 137 cities globally as of December 31, 2012.[1]
  • Infrastructure funds – Carlyle has approximately $1 billion in assets under management as of December 31, 2012.[1]
  • Energy & Renewable Resources – Through its joint venture with Riverstone, Carlyle manages 6 active funds with approximately $14 billion in assets under management as of December 31, 2012.[1]

Global Market Strategies

Carlyle’s Global Market Strategies division manages 57 investment across a range of investments including credit, emerging markets, macroeconomic strategies, commodities trading, leveraged loans, structured credit and mezzanine debt.

As of December 31, 2012, the Global Market Strategies division had $33 billion of assets under management across several strategies.

  • Structured Credit funds – Carlyle manages 39 investment funds, including CLOs with approximately $17 billion in assets under management as of December 31, 2012.[1]
  • Distressed and Corporate Opportunities – Carlyle manages 3 funds focused on investments in distressed debt, with approximately $2 billion in assets under management as of December 31, 2012.[1]
  • Mezzanine – Carlyle manages 2 funds focused on mezzanine debt investments in middle market companies with approximately $700 million in assets under management as of December 31, 2012.[1] Carlyle also manages a fund focused on mezzanine debt investments in energy and power projects in North America with $1 billion of assets under management as of December 31, 2012.[1]
  • Long / Short Credit funds – Carlyle manages approximately $X billion in assets under management as of December 31, 2012.[1]
  • Long / Short Credit – Carlyle’s Claren Road Asset Management subsidiary manages two hedge funds focused on credit investments with approximately $7 billion in assets under management as of December 31, 2012.[1]
  • Emerging Markets and Macroeconomic Strategies – Carlyle’s Emerging Sovereign Group subsidiary manages 7 hedge funds with approximately $3 billion in assets under management as of December 31, 2012.[1]
  • Commodities – Carlyle’s Vermillion subsidiary manages 3 investment funds with approximately $2 billion in assets under management as of December 31, 2012.[1]

Fund of funds solutions

AlpInvest Partners
Private
Industry Private Equity
Headquarters Amsterdam, Netherlands
Products Fund investments, Secondaries, Co-Investments, Mezzanine
Total assets €35 billion ($45 billion)
Website www.AlpInvest.com
Main article: AlpInvest Partners

AlpInvest Partners is one of the largest private equity investment managers globally with over $48 billion under management as of June 30, 2013, invested alongside more than 250 private equity firms. Founded in 1999, AlpInvest has historically been the exclusive manager of private equity investments for the investment managers of two of the world's largest pension funds Stichting Pensioenfonds ABP (ABP) and Stichting Pensioenfonds Zorg en Welzijn (PFZW), both based in the Netherlands. In 2011, Carlyle acquired AlpInvest and has integrated the business, including its leading fund-of-funds and secondary platforms, significantly expanding Carlyle's global asset management business.

AlpInvest pursues investment opportunities across the entire spectrum of private equity including: large buyout, middle-market buyout, venture capital, growth capital, mezzanine, distressed and sustainable energy investments.

The firm also invests through a range of private equity investment channels, which include: Fund investments, Secondary investments and Co-investments. AlpInvest invests primarily in private equity limited partnerships and effectively acts as a fund investor, making commitments to private equity funds globally. Between 2000 and 2010, AlpInvest made 389 fund investments managed by 226 different general partners.[4] AlpInvest will invest with these firms either by making commitments to new investment funds or by purchasing funds through the private equity secondary market. AlpInvest is one of the largest private equity fund investors and is also among the largest and most active and experienced investors in private equity secondaries. The Secondary Investments team acquires or restructures portfolios of private equity assets ranging in size from €1 million to more than €1 billion.[4] AlpInvest also invests directly alongside some of the largest private equity investors through an active co-investment program and will make mezzanine debt investments into companies owned by financial sponsors.[5]

AlpInvest has offices in New York, Amsterdam and Hong Kong with over 75 investment professionals and over 130 employees.

History

History of private equity
and venture capital

Early history
(Origins of modern private equity)

The 1980s
(LBO boom)

The 1990s
(LBO bust and the VC bubble)

The 2000s
(Dot-com bubble to the credit crunch)

Founding and early history

Carlyle was founded in 1987 as an investment banking boutique by five original partners with backgrounds in finance and government: William E. Conway, Jr., Stephen L. Norris, David M. Rubenstein, Daniel A. D'Aniello and Greg Rosenbaum.[6] The founding partners named the firm after the Carlyle Hotel in New York City where Norris and Rubenstein had often met to discuss the formation of their new investment business.[7] Rubenstein, who was a Washington-based lawyer, had worked in the Carter Administration. Norris and D'Aneillo had previously worked together at Marriott Corporation while Conway was a finance executive at MCI Communications. Of the founding five partners Rubenstein, Conway and D'Aneillo remain active in the business while Rosenbaum left in the first year[8] and Norris departed in 1995.[7][9] Carlyle was founded with $5 million of financial backing from T. Rowe Price, Alex. Brown & Sons, First Interstate Equities,and the Richard King Mellon family.[10][11]

In the late 1980s, Carlyle raised capital on a deal-by-deal basis to pursue leveraged buyout investments including a failed takeover battle for Chi-Chi's.[8][11] The firm raised its first dedicated buyout fund with $100 million of investor commitments in 1990. In is early years, Carlyle also advised in transactions including a $500 million investment by Prince Al-Waleed bin Talal in Citigroup in 1991.[11]


Carlyle initially developed a reputation for acquiring businesses related to the defense industry. In 1992, Carlyle completed the acquisition of the Electronics division of General Dynamics Corporation, renamed GDE Systems, a producer of military electronics systems.[13] Carlyle would later sell the business to Tracor in October 1994.[14] Carlyle acquired Magnavox Electronic Systems, the military communications and electronic-warfare systems segment of Magnavox, from Philips Electronics in 1993.[15] Carlyle sold Magnavox for approximately $370 million to Hughes Aircraft Company in 1995. Carlyle also invested in Vought Aircraft through a partnership with Northrop Grumman.[16] Carlyle's most notable defense industry investment came in October 1997 with its acquisition of United Defense Industries. The $850 million acquisition of United Defense represented Carlyle's largest investment to that point.[12][17] Carlyle was able to complete an IPO of United Defense on the New York Stock Exchange in December 2001 selling a significant portion of its interest in the company. Carlyle completed a sale of its remaining United Defense stock and exited the investment in April 2004.[18] In more recent years, Carlyle has deemphasized its focus on defense industry investments.[19]

Carlyle's 2001 investor conference took place on September 11, 2001. In the weeks following the meeting, it was reported that a member of the Bin Laden family had been in attendance and that they were investors in Carlyle managed funds.[20] Later reports confirmed that the Bin Laden family had invested $2 million into Carlyle's $1.3 billion Carlyle Partners II Fund in 1995, making the family relatively small investors with the firm.[21] These connections would later be profiled in Michael Moore's Fahrenheit 911. The Bin Laden family liquidated its holdings in Carlyle's funds in October 2001.[22]

2002-2006


Following the collapse of the Dot-com bubble in 2000 and 2001, buyout activity reduced significantly. Marked by the two-stage buyout of Dex Media at the end of 2002 and 2003, large multi-billion dollar U.S. buyouts could once again obtain significant high yield debt financing and larger transactions could be completed. Carlyle, together with Welsh, Carson, Anderson & Stowe, led a $7.5 billion buyout of QwestDex. The buyout was the third largest corporate buyout since 1989. QwestDex's purchase occurred in two stages: a $2.75 billion acquisition of assets known as Dex Media East in November 2002 and a $4.30 billion acquisition of assets known as Dex Media West in 2003. R. H. Donnelley Corporation acquired Dex Media in 2006. Shortly after Dex Media, other larger buyouts would be completed signaling the resurgence in private equity was underway.

Lou Gerstner, former chairman and CEO of IBM and Nabisco, was appointed chairman of Carlyle in January 2003, replacing Frank Carlucci. Gerstner would serve in that position through October 2008.[23][24] The hiring of Gerstner, was intended to reduce the perception of Carlyle as a politically dominated firm.[25] At the time, Carlyle, which wad been founded 15 years earlier had accumulated $13.9 billion of assets under management and had generated annualized returns for investors of 36%.[24]

Carlyle also announced the $1.6 billion acquisition of Hawaiian Telcom from Verizon in May 2004.[26] Carlyle's investment was immediately challenged when Hawaii regulators delayed the closing of the buyout. The company also suffered billing and customer-service issues as it had to recreate its back-office systems. Hawaiian Telcom ultimately filed for bankruptcy in December 2008, costing Carlyle the $425 million it had invested in the company.[27]


As the activity of the large private equity firms increased in the mid-2000s, Carlyle kept pace with such competitors as Kohlberg Kravis Roberts, Blackstone Group, and TPG Capital. In 2005, Carlyle, together with Clayton Dubilier & Rice and Merrill Lynch completed the $15.0 billion leveraged buyout of The Hertz Corporation, the largest car rental agency from Ford.[28][29]

The following year, in August 2006, Carlyle and its Riverstone Holdings affiliate partnered with Goldman Sachs Capital Partners in the $27.5 billion (including assumed debt) acquisition of Kinder Morgan, one of the largest pipeline operators in the US. The buyout was backed by Richard Kinder, the company's co-founder and a former president of Enron.[30]

In September 2006, Carlyle led a consortium, comprising Blackstone Group, Permira and TPG Capital, in the $17.6 billion takeover of Freescale Semiconductor. At the time of its announcement, Freescale would be the largest leveraged buyout of a technology company ever, surpassing the 2005 buyout of SunGard. The buyers were forced to pay an extra $800 million because KKR made a last minute bid as the original deal was about to be signed. Shortly after the deal closed in late 2006, cell phone sales at Motorola Corp., Freescale's former corporate parent and a major customer, began dropping sharply. In addition, in the recession of 2008-2009, Freescale's chip sales to automakers fell off, and the company came under great financial strain.[31][32]

Earlier that year, in January 2006, Carlyle together with Blackstone Group, AlpInvest Partners, Hellman & Friedman, Kohlberg Kravis Roberts and Thomas H. Lee Partners acquired Nielsen Company, the global information and media company formerly known as VNU in an $8.9 billion buyout.[33][34][35] Also in 2006, Carlyle acquired Oriental Trading Company which ultimately declared bankruptcy in August 2010[36] as well as Forba Dental Management, the owner of Small Smiles Dental Centers, the largest US chain of dental clinics for children.[37]

Since 2007


On January 28, 2007, the Carlyle group purchased Synagro Technologies, a municipal sludge hauler and spreader, for $5.76 per share.[39]

Carlyle continued to make large investments into 2007 as the buyout market reached its peak. In June 2007, Carlyle agrees to acquire HD Supply for $10.3 billion, along with Bain Capital and Clayton, Dubilier & Rice (with each agreeing to buy a one-third stake in the division). Home Depot sold their wholesale construction supply business to fund a stock repurchase estimated at $40 billion. Also in June 2007, Carlyle announced that it would partner with Onex Corporation to buy the Allison Transmission unit from General Motors for $5.6 billion.[40]

On December 18, 2007, David Rubenstein, representing the Carlyle Group, purchased the Magna Carta (one of seventeen copies) at Sotheby's Auction House in New York City. He paid the Perot Foundation $21.3 million. Mr. Rubenstein expressed his intent for it to be returned to the National Archives for display.

On May 16, 2008, Booz Allen Hamilton announced that it would sell a majority stake in the US government business to The Carlyle Group for $2.54 billion. The transaction was expected to be complete July 31, 2008.[41]

In November 2008, The Carlyle Group was named Private Equity firm of the year in the U.S. at the Financial Times-Mergermarket 2008 M&A Awards.[42]

In March 2009, New York State and federal authorities began an investigation into payments made by Carlyle's Riverstone Holdings subsidiary to placement agents allegedly made in exchange for investments from the New York State Common Retirement System, the state's pension fund. In 2000, Carlyle had entered into a joint venture with Riverstone Holdings, an energy and power focused private equity firm founded by former Goldman Sachs investment bankers. It was alleged that these payments were in fact bribes or kickbacks, made to pension officials who have been under investigation by New York State Attorney General, Andrew Cuomo.[43] In May 2009, Carlyle agreed to pay $20 million in a settlement with Cuomo and accepted changes to its fundraising practices.[44]

On October 16, 2009, Carlyle Group bought Metaldyne - a global automotive components supplier.[45]

On November 30, 2009, David Rosendall, a Synagro executive was sentenced for conspiring to commit bribery, in the corruption scandal which eventually brought down the mayor City of Detroit.[46] The executive for the Carlyle subsidiary was caught giving cash to Detroit city leadership.[47]

On September 4, 2011, the carpet manufacturer Brintons announced that it had been acquired by the Carlyle Group.[48]

On October 3, 2011, the pharmaceutical contract research organisation PPD announced that it had been acquired by the Carlyle Group.[49]

In August 2012, Carlyle Group announced that it would purchase DuPont Performance Coatings (DPC) for $4.9 billion in cash. [50] DPC is a global supplier of vehicle and industrial coating systems. The transaction closed in the first quarter of 2013 and the new company was named Axalta Coating Systems.[51]

In October 2012, Carlyle Group sold its remaining 3.7% stake in Housing Development Finance Corporation for a fee of around $841 million.[52]

In November 2012, the Carlyle Group unveiled the first investment of its new Sub-Saharan African Fund. Carlyle is part of a small group of investors that will inject $210 million into Export Trading Group, a Tanzania-based agricultural company that sources commodities from Africa's small farmers and sells those goods to China, India and elsewhere.[53]

January 2013, Carlyle Group began talks to sell Synagro after plowing over $500,000 in 2012 to keep the entity afloat.[54]

April 23, 2013, Carlyle Groups subsidiary, Synagro Technologies, filed for Chapter 11 bankruptcy, and in lieu of sale, a reorganization and sale of the company to an affiliate of Swedish private-equity firm EQT. The offer price was set at $460Million, over $300 Million dollars less than what Carlyle group origianally purchased the entity for in 2007.[55]

In September 2013, it was announced that Carlyle Group has purchased a minority stake in Beats Music for $500m. [56]

Ownership changes

For the first 25 years of its existence, Carlyle operated as a private partnership controlled by its investment partners. In 2001, the California Public Employees' Retirement System (CalPERS), which had been an investor in Carlyle managed funds since 1996, acquired a 5.5% holding in Carlyle's management company for $175 million.[57] The investment was valued at approximately $1 billion by 2007 at the height of the 2000s buyout boom.[58]

In September 2007, Mubadala Development Company, an investment vehicle for the government of Abu Dhabi of the United Arab Emirates, purchased a 7.5% stake for $1.35 billion.[58][59] California legislators targeted Carlyle and Mubdala in February 2008, proposing a bill that would have barred CalPERS from investing money "with private-equity firms that are partly owned by countries with poor records on human rights." The bill, which was intended to draw attention to the connection between Carlyle and Mubadala Development was later withdrawn.[60]

In May 2012, Carlyle completed an initial public offering of the company, listing under the symbol CG on the NASDAQ. The firm, which at the time managed approximately $147 billion of assets, raised $671 million in the offering. Following the IPO, Carlyle's three remaining founding partners, Rubenstein, D'Aniello and Conway retained the position as the company's largest shareholders.[61]

Subsidiaries and joint-ventures

Carlyle has been actively expanding its investment activities and assets under management through a series of acquisitions and joint-ventures.

Carlyle Capital Corporation

In March 2008, Carlyle Capital Corporation, established in August 2006[62] for the purpose of making investments in U.S. mortgage-backed securities, defaulted on about $16.6 billion of debt as the global credit crunch brought about by the subprime mortgage crisis worsened for leveraged investors. The Guernsey-based affiliate of Carlyle was very heavily leveraged, up to 32 times by some accounts, and it expects its creditors to seize its remaining assets.[63] Tremors in the mortgage markets induced several of Carlyle's 13 lenders to make margin calls or to declare Carlyle in default on its loans.[64] In response to the forced liquidation of mortgage-backed assets caused by the Carlyle margin calls and other similar developments in credit markets, on March 11, 2008, the Federal Reserve gave Wall Street's primary dealers the right to post mortgaged-back securities as collateral for loans of up to $200 billion in higher-grade, U.S. government-backed securities.[65] On March 12, 2008, BBC News Online reported that "instead of underpinning the mortgage-backed securities market, it seems to have had the opposite effect, giving lenders an opportunity to dump the risky asset" and that Carlyle Capital Corp. "will collapse if, as expected, its lenders seize its remaining assets."[66] On March 16, 2008, Carlyle Capital announced that its Class A Shareholders had voted unanimously in favor of the Corporation filing a petition under Part XVI, Sec. 96, of the Companies Law (1994) of Guernsey[67] for a "compulsory winding up proceeding" to permit all its remaining assets to be liquidated by a court appointed liquidator.[68]

The losses to the Carlyle Group due to the collapse of Carlyle Capital are reported to be "minimal from a financial standpoint".[69]

Carlyle in the Media

Documentaries

Carlyle has been profiled in two notable documentaries, Michael Moore's Fahrenheit 911 and William Karel's The World According to Bush.

In Fahrenheit 911, Moore makes nine allegations concerning the Carlyle Group, including: That the Bin Laden and Bush families were both connected to the Group; that following the attacks on September 11, the bin Laden family’s investments in the Carlyle Group became an embarrassment to the Carlyle Group and the family was forced to liquidate their assets with the firm; that the Carlyle group was, in essence, the 11th largest defense contractor in the United States.[70] Moore focused on Carlyle's connections with George H. W. Bush and his Secretary of State James A. Baker III, both of whom had at times served as advisers to the firm.

The movie quotes author Dan Briody claiming that the Carlyle Group "gained" from September 11 because it owned United Defense, a military contractor, although the firm’s $11 billion Crusader artillery rocket system developed for the U.S. Army is one of the few weapons systems canceled by the Bush administration.[19] A Carlyle spokesman noted in 2003 that its 7% interest in defense industries was far less than several other Private equity firms.[71] Carlyle also has provided detail on its links with the Bin Laden family, specifically the relatively minor investments by an estranged half brother.[20]

In his documentary The World According to Bush (May 2004), William Karel interviewed Frank Carlucci to discuss the presence of Shafiq bin Laden, Osama bin Laden's estranged brother, at Carlyle's annual investor conference while the September 11 attacks were occurring.[20][72]

Zeitgeist The Movie makes similar claims that The Carlyle Group may have played a part in 9/11.

The Iron Triangle also talks about links with the Bin Laden family; the documentary makes claims that Carlyle bought political favor to get investment dollars and arms sales to the middle east.[73]

Notable employees and advisors

The following is a list of both current and former employees and advisors.

Business

Political figures

North America
Europe
Asia
  • Anand Panyarachun, former Prime Minister of Thailand (twice), former member of the Carlyle Asia Advisory Board until the board was disbanded in 2004[77]
  • Fidel V. Ramos, former president of the Philippines, Carlyle Asia Advisor Board Member until the board was disbanded in 2004[77]
  • Peter Chung, former associate at Carlyle Group Korea, who resigned in 2001 after 2 weeks on the job after an inappropriate e-mail to friends was circulated around the world[78][79]
  • Thaksin Shinawatra, former Prime Minister of Thailand (twice), former member of the Carlyle Asia Advisory Board until 2001 when he resigned upon being elected Prime Minister.[80]

Media

  • Norman Pearlstine - editor-in-chief of Time magazine from (1995–2005), senior advisor telecommunications and media group 2006-

See also

References

Further reading

  • James K. Glassman, "Big Deals," Washingtonian Magazine, June 2006
  • Geoffrey Colvin & Ram Charan, "Private Lives," Fortune Magazine, November 27, 2006
  • Private Equity Firms, Directory of Private Equity Firms
  • Emily Thornton, "Carlyle Changes Its Stripes," BusinessWeek, February 12, 2007
  • Dan Briody, The Iron Triangle: Inside the Secret World of the Carlyle Group, John Wiley & Sons, 2003, ISBN 0-471-28108-5.
  • Bin Laden Family Liquidates Holdings With Carlyle Group. New York Times: October 26, 2001.
  • Bin Laden Family Could Profit From a Jump In Defense Spending Due to Ties to U.S. Bank. Wall Street Journal: September 27, 2001.

External links

  • The Carlyle Group (company website)
  • Mubadala Development Companay
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