M&A - TPG Inc.

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Form Type: 424B7

Filing Date: 2025-07-01

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525154056

Filing Summary: TPG Inc. is offering up to 2,913,939 shares of Class A common stock, which were received by the selling stockholder as part of the Peppertree Acquisition. This transaction was finalized through a definitive agreement signed on May 3, 2025, for acquiring the business of Peppertree Capital Management, Inc. The selling stockholder is responsible for the sale proceeds; TPG will not benefit from these sales. Upon transfer, the nonvoting Class A common stock held by the seller will convert into Class A common stock. The prospectus does not include shares sold by TPG or any proceeds to TPG. The last reported closing price for Class A shares on June 30, 2025, was $52.45. The document discusses risks related to investing in Class A common stock, outlines the number of shares outstanding following the sale, and includes SEC filing references. TPG's Class A common stock trades on NASDAQ under the symbol 'TPG.'

Additional details:

Class A Common Stock Offered: 2,913,939


Class A Common Stock Outstanding After: 140,904,891


Nonvoting Class A Common Stock Outstanding After: 6,605,963


Class B Common Stock Outstanding After: 224,858,284


Form Type: 424B7

Filing Date: 2025-05-20

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525123170

Filing Summary: TPG Inc. is preparing to offer 21,000,000 shares of Class A common stock as a part of an upcoming transaction with a selling stockholder under the terms of an Exchange Agreement dated November 1, 2023. The shares will be issued in exchange for Common Units, with an expected date of issuance on May 21, 2025, effectively canceling an equal number of Class B shares. This offering follows a robust performance report with $250.6 billion in assets under management (AUM) as of March 31, 2025, reflecting a diversified investment strategy across private equity, credit, and real estate sectors. The Class A common stock will continue to trade under the symbol 'TPG' on the NASDAQ, with the last recorded trade at $50.83 per share. The company emphasizes the risks associated with investing in the stock and provides a detailed account of its governance and operational structure in the prospectus supplement.

Additional details:

Class A Common Stock Offered: 21,000,000 shares


Class A Common Stock Outstanding After Offering: 137,990,952 shares


Nonvoting Class A Common Stock Outstanding After Offering: 6,605,963 shares


Class B Common Stock Outstanding After Offering: 224,970,148 shares


Last Sale Price: $50.83


Expected Issuance Date: 2025-05-21


Proceeds To Selling Stockholder: none


Form Type: 8-K

Filing Date: 2025-05-06

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525113855

Filing Summary: On May 3, 2025, TPG Inc. entered into a definitive agreement with Peppertree Capital Management for a cash and equity transaction involving the acquisition of the Peppertree business. The deal includes approximately $660 million payable at closing, consisting of $242 million in cash and 5,873,939 common units of TPG Operating Group II, L.P., alongside shares of Class A and Class B common stock. Additionally, there is a potential earnout payment of up to $300 million contingent on performance metrics related to post-closing revenue and fundraising. The agreement and related securities will not be registered under the Securities Act, relying on certain exemptions. On May 6, 2025, TPG and Peppertree issued a press release and posted an investor presentation regarding the agreement.

Additional details:

Transaction Agreement Date: 2025-05-03


Cash Payment At Closing: 242000000


Common Units To Be Delivered: 5873939


Class A Shares In Transaction: 2913939


Earnout Payment: 300000000


Investor Presentation Date: 2025-05-06


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