Item 1.01 Entry into a Material Definitive Agreement.
The information required by this Item 1.01 is included in Item 8.01 and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information required by this Item 2.03 is included in Item 8.01 and is incorporated herein by reference.
Item 8.01 Other Events.
On March 4, 2024, TPG Inc. (the “Company”), TPG Operating Group I, L.P., TPG Operating Group III, L.P. and TPG Holdings II Sub, L.P., each indirect subsidiaries of the Company (together with the Company, the “Guarantors”), and TPG Operating Group II, L.P., an indirect subsidiary of the Company (the “Issuer”), completed an offering of $400,000,000 aggregate principal amount of its 6.950% Fixed-Rate Junior Subordinated Notes due 2064 (the “Notes”), pursuant to an underwriting agreement dated February 28, 2024 (the “Underwriting Agreement”) among the Issuer, the Guarantors and Morgan Stanley & Co. LLC, BofA Securities, Inc., UBS Securities LLC, Wells Fargo Securities, LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein. The Notes were issued pursuant to a subordinated indenture, dated as of March 4, 2024 (the “Base Indenture”), as supplemented by the first supplemental indenture, dated as of March 4, 2024 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), with U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The Notes have been registered under the Securities Act of 1933, as amended, by a shelf registration statement on Form S-3ASR (Registration No. 333-277384).
The Notes bear interest at an annual rate of 6.950% accruing from March 4, 2024. Interest is payable quarterly on March 15, June 15, September 15 and December 15 of each year, commencing on June 15, 2024. The Issuer may defer interest payments during one or more deferral periods for up to five consecutive years as described in the Indenture. The Notes are unsecured and subordinated obligations of the Issuer. The Notes will mature on March 15, 2064, unless earlier redeemed. The Notes are fully and unconditionally guaranteed (the “Guarantees”), jointly and severally, on a subordinated basis, by each of the Guarantors. The Guarantees are unsecured and subordinated obligations of the Guarantors.
The Notes have been approved for listing on the Nasdaq Global Market under the symbol “TPGXL”.
Further information concerning the Notes and the Guarantees and related matters is set forth in the Company’s Prospectus Supplement dated February 28, 2024, which was filed with the Securities and Exchange Commission on March 1, 2024.
The preceding is a summary of the terms of the Underwriting Agreement, the Indenture and the Notes, and is qualified in its entirety by reference to the Underwriting Agreement attached hereto as Exhibit 1.1, the Base Indenture attached hereto as Exhibit 4.1, the First Supplemental Indenture attached hereto as Exhibit 4.2, and the form of the Notes attached hereto as Exhibit 4.3, each of which is incorporated herein by reference as though they were fully set forth herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. | | Description of Exhibit |
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| 1.1 | | Underwriting Agreement, dated as of February 28, 2024, by and among TPG Inc., TPG Operating Group I, L.P., TPG Operating Group II, L.P, TPG Operating Group III, L.P., TPG Holdings II Sub, L.P., Morgan Stanley & Co. LLC, BofA Securities, Inc., UBS Securities LLC, Wells Fargo Securities, LLC and Goldman Sachs & Co. LLC. |
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| 4.1 | | Subordinated Indenture, dated as of March 4, 2024, among TPG Operating Group II, L.P., the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee. |
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| 4.2 | | First Supplemental Indenture, dated as of March 4, 2024, among TPG Operating Group II, L.P., the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee. |
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| 4.3 | | Form of 6.950% Subordinated Notes due 2064 (included in Exhibit 4.2 hereto). |
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| 5.1 | | Opinion of Davis Polk & Wardwell LLP. |
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| 23.1 | | Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1). |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
