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SEC Company Response from Carlyle Group (CG) — Apr 27, 2012

Carlyle Group Inc.
Date: April 27, 2012 · CIK: 0001527166 · Accession: 0000950123-12-006925

AI Filing Summary & Sentiment

File numbers found in text: 333-176685

Date
April 27, 2012
Author
THE CARLYLE GROUP L.P.
Form
CORRESP
Company
Carlyle Group Inc.

Letter

Re:

VIA EDGAR

April 27, 2012

Acceleration Request for The Carlyle Group L.P.

Registration Statement on Form S-1 (File No. 333-176685)

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Chambre Malone, Esq.

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, we attach the requests of our client, The Carlyle Group L.P., and of the underwriters that effectiveness of the above-referenced Registration Statement be accelerated to 11:00 a.m., Washington D.C. time, on May 2, 2012, or as soon as practicable thereafter. We ask, however, that the Securities and Exchange Commission staff not accelerate such effectiveness until we speak with you on that date.

Call me at (212) 455-3986 with any questions.

Very truly yours,

/s/ Joshua Ford Bonnie

Joshua Ford Bonnie

April 27, 2012

VIA EDGAR

Re:

The Carlyle Group L.P.

Registration Statement on Form S-1

File No. 333-176685

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Chambre Malone, Esq.

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, The Carlyle Group L.P. (the “Partnership”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 11:00 a.m., Washington, D.C. time, on May 2, 2012, or as soon as possible thereafter. In this regard, the Partnership is aware of its obligations under the Securities Act.

The Partnership acknowledges that:

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Partnership from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

the Partnership may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,
THE CARLYLE GROUP L.P.

Show Raw Text
CORRESP
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corresp

VIA EDGAR

April 27, 2012

    Re:

    Acceleration Request for The Carlyle Group L.P.

    Registration Statement on Form S-1 (File No. 333-176685)

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Chambre Malone, Esq.

Ladies and Gentlemen:

     Pursuant to Rule 461 under the Securities Act of 1933, as amended, we attach the requests of
our client, The Carlyle Group L.P., and of the underwriters that effectiveness of the
above-referenced Registration Statement be accelerated to 11:00 a.m., Washington D.C. time, on May
2, 2012, or as soon as practicable thereafter. We ask, however, that the Securities and Exchange
Commission staff not accelerate such effectiveness until we speak with you on that date.

     Call me at (212) 455-3986 with any questions.

Very truly yours,

/s/ Joshua Ford Bonnie

Joshua Ford Bonnie

April 27, 2012

VIA EDGAR

    Re:

    The Carlyle Group L.P.

    Registration Statement on Form S-1

    File No. 333-176685

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Chambre Malone, Esq.

Ladies and Gentlemen:

     Pursuant to Rule 461 under the Securities Act of 1933, as amended, The Carlyle Group L.P. (the
“Partnership”) hereby requests that the effective date of the above-referenced Registration
Statement be accelerated so that it may become effective at 11:00 a.m., Washington, D.C. time, on
May 2, 2012, or as soon as possible thereafter. In this regard, the Partnership is aware of its
obligations under the Securities Act.

    The Partnership acknowledges that:

    •

    should the Securities and Exchange Commission (the “Commission”) or the staff,
acting pursuant to delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to the filing;

    •

    the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Partnership from
its full responsibility for the adequacy and accuracy of the disclosure in the
filing; and

    •

    the Partnership may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

    Very truly yours,

    THE CARLYLE GROUP L.P.

    By:

    Carlyle Group Management L.L.C., its general
partner

    By:

    /s/ Jeffrey W. Ferguson

Name: Jeffrey W. Ferguson

    Title: Managing Director, General Counsel

April 27, 2012

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Chambre Malone, Esq.

    Re:

    The Carlyle Group L.P.

Registration Statement on Form S-1

Registration No. 333-176685

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned hereby join in
the request of The Carlyle Group L.P. that the effective date of the above-referenced Registration
Statement be accelerated so that the Registration Statement will be declared effective at 11:00
a.m., Washington D.C. time, on Wednesday, May 2, 2012, or as soon thereafter as practicable.

In connection with the Preliminary Prospectus distribution for the above-mentioned issue, the
prospective underwriters have confirmed that they are complying with the requirements of Rule
15c2-8 under the Securities Exchange Act of 1934, as amended.

The following information with respect to the distribution of the Preliminary Prospectus dated
April 13, 2012 is furnished pursuant to Rule 460 of the Rules and Regulations of the Commission
under the Securities Act of 1933, as amended, in connection with the request for acceleration of
the effective date of the Registration Statement.

The undersigned have effected approximately the following distribution of copies of the
Preliminary Prospectus, dated April 13, 2012, through the date hereof:

Preliminary Prospectus, dated April 13, 2012:

15,000 copies were distributed to prospective underwriters, institutional investors, dealers and
others.

Yours truly,

J.P. MORGAN SECURITIES LLC

CITIGROUP GLOBAL MARKETS INC.

CREDIT SUISSE SECURITIES (USA) LLC

As Representatives of the Several Underwriters

By: J.P. Morgan Securities LLC

    By:

    /s/ R. Ray Craig

Name: R. Ray Craig

    Title: Executive Director

By: Citgroup Global Markets Inc.

    By:

    /s/ Shawn Munday

Name: Shawn Munday

    Title: Director

By: Credit Suisse Securities (USA) LLC

    By:

    /s/ Joseph Lovell

Name: Joseph Lovell

    Title: Director

[Signature
Page to Acceleration Request]