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Carlyle Insiders to Sell Some of Their Stock

Executives of the Carlyle Group are preparing to sell shares in the private equity firm for the first time since it went public two years ago.

The executives, including William E. Conway Jr. and Daniel A. D’Aniello, two of Carlyle’s three founders, plan to sell 7.5 million common units of Carlyle, according to a filing on Monday. Carlyle itself is selling 4.5 million common units in the offering.

At a price of $36.27 a unit, the closing price on Friday, the offering of 12 million shares would raise $435.24 million before expenses, according to the filing. The underwriters have the option to sell an additional 1.8 million shares, the filing said.

For the executives, the offering is their first opportunity to cash out of some of their holdings since Carlyle went public in 2012. The insiders all refrained from selling shares in the initial public offering, trying to align their interests with the investors in their funds.

Mr. Conway, a co-chief executive, and Mr. D’Aniello, the chairman, are selling only a fraction of their holdings in the coming deal, and they, along with David M. Rubenstein, the co-founder and co-chief executive, will continue to be Carlyle’s largest shareholders, the filing said. Mr. Rubenstein, however, would now be Carlyle’s single largest shareholder by a small margin.

The filing did not specify how Mr. Conway and Mr. D’Aniello would use their proceeds from the deal, but one use could be to finance previous commitments they have made to invest in Carlyle’s funds. The filing said the two men had $474.5 million of unfunded commitments to Carlyle’s funds as of the end of 2013.

The insiders selling their shares are expected to raise a net of $264.3 million, the filing said. Mr. Conway and Mr. D’Aniello would each receive about $42.8 million, or $52.9 million if additional shares are sold.

That portion of the offering is structured through a two-step process. Carlyle plans to sell shares to public market investors, and then use the proceeds to buy an equivalent number of shares from Carlyle insiders.

As for the 4.5 million shares Carlyle itself is selling, the private equity firm plans to use the proceeds for corporate purposes, including acquisitions and investments in its funds.

Last week, Carlyle reported that its three founders together earned about $750 million in 2013, including dividends and investment profits, benefiting from a strong year for the private equity giant.

A spokesman for Carlyle declined to comment on Monday’s filing.

The underwriters of the offering include JPMorgan Chase, Citigroup and Goldman Sachs.