UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 26, 2024
TPG Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41222 | 87-2063362 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
301 Commerce Street, Suite 3300 Fort Worth, TX | 76102 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(817) 871-4000
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading | Name of each exchange on which registered | ||
| Class A common stock, $0.001 par value | TPG | The Nasdaq Stock Market LLC (Nasdaq Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events. |
On February 26, 2024, TPG Inc. (the “Company”), TPG OpCo Holdings, L.P. and TPG Operating Group II, L.P entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC (the “Underwriters”) and certain of the Company’s stockholders (the “Selling Stockholders”), pursuant to which the Selling Stockholders agreed to sell 15,526,915 shares (the “Shares”) of the Company’s Class A common stock, par value $0.001 per share, to the Underwriters at a purchase price of $41.64 per share (the “Offering”). The Offering closed on February 29, 2024. The Company did not sell any shares in the Offering and will not receive any proceeds from the sale of the Shares.
The Offering of the Shares was made by the Selling Stockholders pursuant to a shelf registration statement on Form S-3 (File No. 333-277340) (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (“SEC”) on February 26, 2024, a base prospectus included in the Registration Statement, and a preliminary prospectus supplement and final prospectus supplement, filed with the SEC on February 26, 2024 and February 28, 2024, respectively.
The Underwriting Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the Shares by the Selling Stockholders, indemnification and contribution obligations and other terms and conditions customary in agreements of this type.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto. The above description is qualified in its entirety by reference to such exhibit.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit | Description of Exhibit | |
| 1.1 | Underwriting Agreement, dated as of February 26, 2024, by and among TPG Inc., TPG OpCo Holdings, L.P. and TPG Operating Group II, L.P, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and the Selling Stockholders | |
| 5.1 | Opinion of Weil, Gotshal & Manges LLP | |
| 23.1 | Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
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.
| TPG INC. | ||
| By: | /s/ Bradford Berenson | |
| Name: | Bradford Berenson | |
| Title: | General Counsel | |
Date: February 29, 2024