Carlyle Private Equity Partners Fund Files 8-K

TL;DR

Carlyle Private Equity Partners Fund filed an 8-K on Oct 1, 2025, reporting material agreements & equity sales.

AI Summary

Carlyle Private Equity Partners Fund, L.P. filed an 8-K on October 6, 2025, reporting on events occurring on October 1, 2025. The filing indicates the entry into a material definitive agreement, unregistered sales of equity securities, amendments to articles of incorporation or bylaws, and financial statements and exhibits. The company is incorporated in Delaware and its fiscal year ends on December 31.

Why It Matters

This 8-K filing by Carlyle Private Equity Partners Fund, L.P. signals significant corporate actions, including potential new agreements and equity transactions, which could impact investors and the fund's strategic direction.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can carry inherent risks and require careful investor due diligence.

Key Numbers

• 12/31 — Fiscal Year End (Indicates the end of the company's financial reporting year.)

Key Players & Entities

• Carlyle Private Equity Partners Fund, L.P. (company) — Registrant
• October 1, 2025 (date) — Date of earliest event reported
• October 6, 2025 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation
• 1001 Pennsylvania Ave., N.W., Suite 220 South (address) — Principal executive offices
• 202-729-5626 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $23.4 million — gregate consideration of approximately $23.4 million. The following table provides details o
• $25.00 — e sold to investors at a price equal to $25.00 per Unit, including through CPEP Feeder

Filing Documents

• cpep-20251001.htm (8-K) — 88KB
• exhibit31-cpeparlimitedpar.htm (EX-3.1) — 2715KB
• exhibit101-cpepinvestmenta.htm (EX-10.1) — 233KB
• 0002065337-25-000014.txt ( ) — 3421KB
• cpep-20251001.xsd (EX-101.SCH) — 2KB
• cpep-20251001_lab.xml (EX-101.LAB) — 21KB
• cpep-20251001_pre.xml (EX-101.PRE) — 12KB
• cpep-20251001_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On October 1, 2025, Carlyle Private Equity Partners Fund, L.P. (the "Fund"), entered into an Investment Advisory Agreement (the "Advisory Agreement") with Carlyle Investment Management L.L.C. (the "Investment Advisor"). A description of the Advisory Agreement was included under "Item 1(c). Description of Business—Advisory Agreement" of Amendment No. 2 to the Fund's Registration Statement on Form 10 , filed with the Securities and Exchange Commission on August 6, 2025 (the "Registration Statement") and is incorporated by reference herein. Such summary description of the Advisory Agreement does not purport to be complete and is qualified in its entirety by reference to the Advisory Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. On October 1, 2025, the Fund sold unregistered limited partnership units (the "Units") to certain investors for aggregate consideration of approximately $23.4 million. The following table provides details on the Units sold to investors by the Fund: Class Number of Units Sold (1) Aggregate Consideration (1) Class A-I 868,860 $ 21,721,500 Class A-S 29,000 $ 725,000 Class C 40,000 $ 1,000,000 ___________ (1) Unit and dollar amounts are rounded to the nearest whole number. The offer and sale of the Units were made as part of the Fund's continuous private offering and were exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation D promulgated thereunder. The Units were sold to investors at a price equal to $25.00 per Unit, including through CPEP Feeder, L.P., a Delaware limited partnership for certain investors with particular tax characteristics, such as certain U.S. tax-exempt investors and certain non-U.S. investors.

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On October 1, 2025, the Fund entered into an Amended and Restated Limited Partnership Agreement (the "Partnership Agreement") with CPEP GP, LLC, the Fund's general partner (the "General Partner"), and each of the Fund's limited partners. The Partnership Agreement amended and restated the Fund's initial Limited Partnership Agreement, dated as of February 11, 2025. A description of the Partnership Agreement was included under " Item 1(c). Description of Business—Partnership Agreement " of the Registration Statement and is incorporated by reference herein. Such summary description of the Partnership Agreement does not purport to be complete and is qualified in its entirety by reference to the Partnership Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Amended and Restated Limited Partnership Agreement of Carlyle Private Equity Partners Fund, L.P., dated as of October 1, 2025. 10.1 Investment Advisory Agreement, dated as of October 1, 2025, between Carlyle Private Equity Partners Fund, L.P. and Carlyle Investment Management L.L.C. 104 Cover Page Interactive Data, formatted in Inline XBRL SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Carlyle Private Equity Partners Fund, L.P. By: /s/ John Pavelski Name: John Pavelski Title: Chief Executive Officer Date: October 6, 2025

View Full Filing

View this 8-K filing on SEC EDGAR