6. BorrowingsThe Company borrows and enters into credit agreements for its general operating and investment purposes. The
Company’s debt obligations consist of the following:
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CLO Borrowings (See below) | | | | | | | |
3.500% Senior Notes Due 9/19/2029 | | | | | | | |
5.050% Senior Notes Due 9/19/2035 | | | | | | | |
5.625% Senior Notes Due 3/30/2043 | | | | | | | |
5.650% Senior Notes Due 9/15/2048 | | | | | | | |
4.625% Subordinated Notes Due 5/15/2061 | | | | | | | |
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Senior Credit Facility
As of December 31, 2025, the senior credit facility included $1.0 billion in a revolving credit facility, which was
amended in May 2025 to extend the maturity date from April 29, 2027 to May 29, 2030. 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. 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 rate for non-U.S. dollar borrowings) plus a 0.10% adjustment and an applicable margin not to exceed 1.50%
per annum (at December 31, 2025, the interest rate was 4.79%). There was no amount outstanding under the revolving credit
facility as of December 31, 2025. The Company made no borrowings under the revolving credit facility during the years ended
December 31, 2025, 2024 and 2023.
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. As currently amended, the Global Credit Revolving Credit Facility
provides for a revolving line of credit with a capacity of $300 million, which matures in September 2027, and a second
revolving line of credit with a capacity of $200 million, which was amended in August 2025 to extend the maturity date to
August 19, 2026. 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 Global Credit Revolving Credit Facility. Principal amounts outstanding
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%.
As of and for the year ended December 31, 2025, there was no balance outstanding, and the Company made no
borrowings, under the Global Credit Revolving Credit Facility. For the year ended December 31, 2024, under the Global Credit
Revolving Credit Facility, the Company made borrowings of $5.0 million and €5.0 million, which were subsequently repaid,
and there was no balance outstanding as of December 31, 2024. As of and for the year ended December 31, 2023, there was no
balance outstanding, and the Company made no borrowings under the Global Credit Revolving Credit Facility.
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):
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| | Borrowing Outstanding December 31, 2025 | | | Borrowing Outstanding December 31, 2024 | | | | Interest Rate as of December 31, 2025 | |
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(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 a spread percentage ranging from
0.50% to 0.55%.
(4)Term loan was fully repaid during the year ended December 31, 2025.
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 years ended December 31, 2025, 2024 and 2023 was $15.7 million, $24.4 million, and $24.9 million,
respectively. The fair value of the outstanding balance of the CLO term loans at December 31, 2025 and 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
A subsidiary of the Company is a party to a financing agreement with several financial institutions. As of December
31, 2025, the financing agreement provided the Company with a term loan of €9.0 million ($10.6 million at December 31,
2025). This term loan is secured by the Company’s investments in the retained notes in certain European CLOs that were
formed in 2014. 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 (4.54% at December 31, 2025).
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. Term loans issued under these
master credit agreements 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 generally bore interest at SOFR plus a weighted
average spread over SOFR on the CLO notes, which was due quarterly. As of December 31, 2025, all outstanding CLO term
loans under this agreement have been repaid.
CLO Repurchase Agreements
The Company is party to two master credit facility agreements (the “CLO Financing Facilities”) to finance a portion of
the risk retention investments in certain European CLOs managed by the Company. Each transaction entered into under the
CLO Financing Facilities 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 December 31, 2025, €289.3 million ($339.5
million) was outstanding under the CLO Financing Facilities. Additional borrowings may be made on terms agreed upon by the
Company and the counterparty subject to the terms and conditions of the CLO Financing Facilities.
Each transaction entered into under the CLO Financing Facilities provides for payment netting and, in the case of a
default or similar event with respect to the counterparty to the CLO Financing Facilities, provides for netting across
transactions. Generally, upon a counterparty default, the Company can terminate all transactions under the CLO Financing
Facilities 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 Facilities; 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 Facilities, 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 Facilities 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
The Company and 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):
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| Aggregate Principal Amount | | Fair Value(1) As of December 31, | | |
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3.500% Senior Notes Due 9/19/2029(2) | | | | | | | | | | | |
5.050% Senior Notes Due 9/19/2035(3) | | | | | | | | | | | |
5.625% Senior Notes Due 3/30/2043(4) | | | | | | | | | | | |
5.650% Senior Notes Due 9/15/2048(5) | | | | | | | | | | | |
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(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 in September 2025 at 99.767% of par.
(4)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.
(5)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 (less interest accrued to the date of redemption)
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 and 20 basis points in the case of the 5.050% 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 or in part, at any time and from time to
time on or after June 15, 2026, prior to their stated maturity, 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 to no
longer 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 December 31, 2025 and December 31, 2024, the fair value of the Subordinated Notes was $342.0 million and
$356.4 million, respectively. Fair value is based on active market quotes and the notes are classified as Level I within the fair
value hierarchy. For each of the years ended December 31, 2025, 2024 and 2023, the Company incurred $23.5 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 December 31, 2025.
Loans Payable of Consolidated FundsLoans payable of Consolidated Funds primarily represent amounts due to holders of debt securities issued by the
CLOs. As of December 31, 2025 and 2024, the following borrowings were outstanding (Dollars in millions):
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Revolving credit facilities(2) | | | | | | | |
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Revolving credit facilities(2) | | | | | | | |
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(1)Borrowing Outstanding as of December 31, 2025 includes $939.9 million of senior secured notes that are measured at amortized
cost, which approximates fair value. These senior secured notes are classified as Level III within the fair value hierarchy.
(2)Fair Value as of December 31, 2025 and 2024 reflects the amortized cost of outstanding revolving credit balances which
approximates fair value.
(3)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 December 31, 2025 and 2024, the fair value of the CLO assets was $11.0 billion and $7.9 billion,
respectively.