TPG Announces Pricing of Fixed-Rate Junior Subordinated Notes

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.