TPG Inc. (“TPG” or the “Company”) (Nasdaq: TPG), a leading
global alternative asset management firm, today announced that TPG
Operating Group II, L.P. (the “Issuer”), an indirect subsidiary of
TPG, priced a registered public offering of $400 million aggregate
principal amount of 6.950% fixed-rate junior subordinated notes due
2064 (the “notes”). The notes will be fully and unconditionally
guaranteed by TPG and certain of the Issuer’s direct subsidiaries.
The offering is expected to close on March 4, 2024, subject to the
satisfaction of customary closing conditions.
The notes will bear interest at a fixed rate of 6.950% per year.
Interest on the notes will be payable quarterly in arrears on March
15, June 15, September 15 and December 15 of each year, beginning
on June 15, 2024, subject to the Issuer’s right, on one or more
occasions, to defer the payment of interest on the notes for up to
five consecutive years.
The Issuer intends to use the net proceeds from this offering,
along with the net proceeds from its previously announced offering
of senior notes to the extent completed (the “concurrent
offering”), to repay all or a portion of outstanding debt under its
revolving credit facility and term loan and for general corporate
purposes.
In connection with the offering, the Issuer has applied to list
the notes on the Nasdaq Global Market (“Nasdaq”) under the symbol
“TPGXL”. If approved for listing, trading on Nasdaq is expected to
commence on March 5, 2024.
Morgan Stanley & Co. LLC, BofA Securities, Inc., UBS
Securities LLC, Wells Fargo Securities, LLC and Goldman Sachs &
Co. LLC are acting as joint book-running managers for the offering.
TPG Capital BD, LLC, J.P. Morgan Securities LLC, Barclays Capital
Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc.,
Loop Capital Markets LLC, TD Securities (USA) LLC, U.S. Bancorp
Investments, Inc., Citigroup Global Markets Inc., SMBC Nikko
Securities America, Inc., Academy Securities, Inc., Cabrera Capital
Markets LLC, Siebert Williams Shank & Co., LLC and Stern
Brothers & Co. are acting as co-managers for the offering.
The notes are being offered under the Company’s existing shelf
registration statement filed with the Securities and Exchange
Commission (the “SEC”) on February 27, 2024. The offering of the
notes and the concurrent offering are being conducted as separate
public offerings by means of separate prospectus supplements filed
as part of the shelf registration statement, and neither of the
offerings is contingent upon consummation of the other. Before you
invest, you should read the prospectus in the shelf registration
statement and the documents incorporated by reference therein and
the prospectus supplement that the Company has filed with the SEC
for more complete information about the Company and the
offering.
Copies of the prospectus and related prospectus supplement
related to the offering may be obtained from Morgan Stanley &
Co. LLC toll‑free at 1-866-718-1649, BofA Securities, Inc.
toll-free at 1‑800-294-1322, UBS Securities LLC toll-free at
1-888-827-7275, Wells Fargo Securities, LLC toll-free at
1‑800-645-3751 (option #5) or Goldman Sachs & Co. LLC toll-free
at 1-866-471-2526. A copy of the prospectus and the related
prospectus supplement related to the offering may also be obtained
free of charge by visiting EDGAR on the SEC’s website at
www.sec.gov.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
About TPG
TPG is a leading global alternative asset management firm,
founded in San Francisco in 1992, with $222 billion of assets under
management and investment and operational teams around the world.
TPG invests across a broadly diversified set of strategies,
including private equity, impact, credit, real estate, and market
solutions, and our unique strategy is driven by collaboration,
innovation and inclusion. Our teams combine deep product and sector
experience with broad capabilities and expertise to develop
differentiated insights and add value for our fund investors,
portfolio companies, management teams, and communities.
Forward-Looking Statements
This press release may contain “forward-looking” statements
based on the Company’s beliefs and assumptions and on information
currently available to the Company. Forward-looking statements can
be identified by words such as “anticipates,” “intends,” “plans,”
“seeks,” “believes,” “estimates,” “expects” and similar references
to future periods, or by the inclusion of forecasts or projections.
Examples of forward-looking statements include, but are not limited
to, statements we make regarding the terms of the notes offering
and concurrent offering and the use of proceeds therefrom, the
outlook for our future business and financial performance,
estimated operational metrics, business strategy and plans and
objectives of management for future operations, including, among
other things, statements regarding expected growth, future capital
expenditures, fund performance, dividends and dividend policy, and
debt service obligations.
Forward-looking statements are based on our current expectations
and assumptions regarding our business, the economy and other
future conditions. Because forward-looking statements relate to the
future, by their nature, they are subject to inherent
uncertainties, risks and changes in circumstances that are
difficult to predict. As a result, our actual results may differ
materially from those contemplated by any forward-looking
statements. Important factors that could cause actual results to
differ materially from those in the forward-looking statements
include the inability to recognize the anticipated benefits of the
acquisition of Angelo Gordon; unexpected costs related to the
integration of the Angelo Gordon business and operations; our
ability to manage growth and execute our business plan; and
regional, national or global political, economic, business,
competitive, market and regulatory conditions, among various other
risks discussed in the Company’s SEC filings.
For the reasons described above, we caution you against relying
on any forward-looking statements, which should be read in
conjunction with the other cautionary statements included elsewhere
in this press release and risk factors discussed from time to time
in the Company’s filings with the SEC, which can be found at the
SEC’s website at http://www.sec.gov. Any forward-looking statement
in this press release speaks only as of the date of this press
release. Factors or events that could cause our actual results to
differ may emerge from time to time, and it is not possible for us
to predict all of them. We undertake no obligation to update or
revise any forward-looking statement after the date of this press
release, whether as a result of new information, future
developments or otherwise, except as may be required by law. No
recipient should, therefore, rely on these forward-looking
statements as representing the views of the Company or its
management as of any date subsequent to the date of the press
release.
This press release does not constitute an offer of any TPG
Fund.
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version on businesswire.com: https://www.businesswire.com/news/home/20240228264358/en/
Media Luke Barrett 415-743-1550 media@tpg.com
Shareholders Gary Stein 212-601-4750
shareholders@tpg.com
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