UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| 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