Thursday, December 4, 2025

Carlyle Files with SEC to Increase Co-Investment Internally


The Carlyle Group asked the Securities and Exchange Commission for relief to allow regulated funds and affiliated entities to engage in co-investment transactions.  It listed fifteen regulated funds seeking relief.  




They cover private equity, private credit and a mix of the two. as well as fixed income securities, senior debt tranches of CLOs, loan accumulation facilities (“LAFs”), securities issued by other securitization vehicles, such as collateralized bond obligations, or “CBOs and a smattering of other products offered by the 450 Carlyle funds listed under Schedule A of the filing.

Carlyle has existing advisors:


It also has TCG Capital Markets LLC, a broker dealer which "underwrites, syndicates, places and arranges securities of corporate issuers, among other related activities. TCG Capital Markets may participate in Co-Investment Transactions on a principal basis."

Carlyle also has TCG Senior Funding LLC which "was formed to originate, underwrite, structure and place loans. TCG Senior Funding is advised by CGCIM pursuant to an investment management agreement. TCG Senior Funding may participate in Co-Investment Transactions on a principal basis."

Private equity underwriters (PEU) charge deal fees in addition to annual management fees.  They can pull cash from affiliates via special dividends/distributions.  They've long been able to be on both sides of a deal.  

Trump II is knocking down SEC rules and pardoning convicted fraudsters, bribers and bribe recipients.  

The greed and leverage boys have targeted 401(k)'s in their sales plans, hoping to get retirement savers to put money into PEU funds of various sorts.  

I view Carlyle's SEC request as repackaging their inventory.  First, sell to self, i.e. move stale investments from one Carlyle fund to another.  Charge fees.  Repackage.  Partner with financial advisors.  Sell to retiree.  More fees.  

If anything goes bad, there won't be staff at the SEC to investigate.  Legal authorities have been dis-incentivized to charge people with fraud or bribery given Trump II hands out pardons like free raffle tickets at a State Fair.

It's clear skies ahead for the PEU boys, regulatory wise.  The trouble starts when the big money boys no longer trust each other to make good on their debts.  It's not clear when that might happen but when it does, watch out.  Nothing moves, no matter how pretty the packaging.