| Item 3.03 | Material Modification to Rights of Security Holders. |
On June 9, 2021, TPG RE Finance Trust, Inc. (the “Company”) filed Articles Supplementary (the “Articles Supplementary”) to the Company’s charter with the State Department of Assessments and Taxation of the State of Maryland, which classified and designated 8,050,000 shares of the Company’s 6.25% Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”). A summary of the material terms of the Series C Preferred Stock is set forth under the caption “Description of Series C Preferred Stock” in the Company’s prospectus supplement, dated June 7, 2021, which forms a part of the Company’s registration statement on Form S-3 (Registration No. 333-226642), and is hereby incorporated by reference into this Item 3.03.
When, as, and if authorized by the Company’s board of directors and declared by the Company, dividends on the Series C Preferred Stock will be payable quarterly in arrears on or about March 30, June 30, September 30, and December 30 of each year at a rate per annum equal to 6.25% per annum of the $25.00 per share liquidation preference. Dividends on the Series C Preferred Stock are cumulative.
The Series C Preferred Stock ranks senior to the Company’s common stock as to distribution rights and rights upon the liquidation, dissolution or winding up of the Company (together with any class or series of the Company’s capital stock expressly designated as ranking junior to the Series C Preferred Stock, “Junior Stock”).
In addition to other preferential rights, each holder of shares of Series C Preferred Stock is entitled to receive a liquidation preference, which is equal to $25.00 per share of Series C Preferred Stock, plus any accrued and unpaid dividends (whether or not declared) to, but not including, the date of the payment, before the holders of shares of Junior Stock, in the event of any liquidation, dissolution or winding up, whether voluntary or involuntary, of the Company. Furthermore, the Company is restricted from declaring or paying any dividends, or setting aside any assets for the payment of dividends, on shares of Junior Stock or any class or series of the Company’s capital stock expressly designated as ranking on parity with the Series C Preferred Stock as to dividend rights and rights upon the liquidation, dissolution or winding up of the Company (“Parity Stock”) or, subject to certain exceptions, redeeming or otherwise acquiring shares of Parity Stock or Junior Stock unless full cumulative dividends on the Series C Preferred Stock for all past dividend periods have been declared and either paid or set aside for payment in full.
The foregoing description is not complete and is qualified in its entirety by the terms of the Series C Preferred Stock as set forth in the Articles Supplementary. A copy of the Articles Supplementary is filed as Exhibit 3.4 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on June 10, 2021, and the information in the Articles Supplementary is incorporated into this Item 3.03 by reference..
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information about the Articles Supplementary set forth under Item 3.03 of this report is hereby incorporated by reference into this Item 5.03.
On June 7, 2021, the Company and TPG RE Finance Trust Management, L.P. (the “Manager”) entered into an underwriting agreement (the “Underwriting Agreement”) with Raymond James & Associates, Inc., as representative of the underwriters (collectively, the “Underwriters”) to issue and sell (the “Offering”) 7,000,000 shares of the Company’s 6.25% Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”) at a public offering price of $25.00 per share. The Company also granted the Underwriters a 30-day option to purchase up to an additional 1,050,000 shares of Series C Preferred Stock. The Offering is expected to close on June 14, 2021, subject to customary closing conditions. The Underwriting Agreement contains certain customary representations, warranties and agreements by the Company and the Manager, conditions to closing, indemnification rights and obligations of the parties and termination provisions. The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K, and the description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.
A copy of the opinion of Venable LLP, Maryland counsel to the Company, relating to the legality of the shares of Series C Preferred Stock is filed as Exhibit 5.1 hereto.
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