Carlyle Private Equity Partners Fund, L.P. 8-K
Research Summary
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Carlyle Private Equity Partners Fund Sells $13.3M of Unregistered Units
What Happened
Carlyle Private Equity Partners Fund, L.P. filed an 8‑K (filed March 26, 2026) reporting that on March 2, 2026 the Fund sold unregistered limited partnership units (the “Units”) to certain investors for aggregate consideration of approximately $13.3 million. The purchase price for each Unit sold was equal to the Fund’s Transactional Net Asset Value (Transactional NAV) per Unit as of February 28, 2026. The number of Units sold was finalized on March 23, 2026 after the Transactional NAV calculation.
Key Details
- Total proceeds: approximately $13,344,750 (amounts rounded).
- Units sold by class:
- Class E‑I: 403,995 units for $11,477,500
- Class E‑A: 48,143 units for $1,367,250 (Transactional NAV used equals Class E‑S NAV because E‑A had not been issued as of Feb 28, 2026)
- Class C: 17,247 units for $500,000 (purchased by an affiliate of the Fund’s general partner, CPEP GP, LLC)
- Offering details: sale made as part of the Fund’s continuous private offering and was exempt from registration under Section 4(a)(2) of the Securities Act and Regulation D; some sales were made through CPEP Feeder, L.P. for investors with specific tax characteristics (e.g., certain U.S. tax‑exempt and non‑U.S. investors).
Why It Matters
This filing reports a modest capital raise for the Fund and shows new Units were issued at the Fund’s Transactional NAV, which reflects the Fund’s internal valuation as of Feb 28, 2026. Investors should note the issuance affects the Fund’s outstanding unit counts and that one class purchase was by a general partner affiliate, which is disclosed in the filing. Because the sale was a private, Regulation D exempt transaction, it was not registered with the SEC; interested investors should review the Fund’s periodic disclosures for updated NAV and ownership information.
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