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TPG Announces Launch of Secondary Public Offering

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TPG Inc. announced that certain stockholders intend to offer 15,526,915 shares of TPG’s Class A common stock through a shelf registration statement. The offering consists of secondary shares with proceeds going to the Selling Stockholders. J.P. Morgan and Morgan Stanley are the underwriters for the offering.
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  • None.
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  • The Company is not selling any shares in the offering, and will not receive any proceeds from it.

Examining the secondary offering by TPG's Selling Stockholders, it's crucial to note that secondary offerings are generally used by existing shareholders to liquidate their holdings. It's not an infusion of new capital into the company but rather a transfer of ownership of the shares. The immediate effect on the stock could be dilutive, potentially driving the price down due to the increased supply of shares in the market. However, since the company isn't issuing new shares, there's no dilution of earnings per share (EPS).

Investors should also consider the underlying reasons for the Selling Stockholders' decision to sell at this point. This could indicate their perspective on the company's future growth prospects or valuation. For long-term stakeholders, the selling behavior of large shareholders can serve as a sentiment indicator. The involvement of reputable underwriters like J.P. Morgan and Morgan Stanley could imply a smooth selling process, possibly minimizing market disruption.

From a market perspective, this transaction is significant as it provides insights into investor sentiment regarding alternative asset management firms. The sector has been experiencing growth, driven by investors seeking diversified investment opportunities beyond traditional stocks and bonds. Market reactions to such offerings can reflect the confidence in the industry and the company's positioning within it.

Moreover, the timing and pricing strategy of the offering will be instrumental in determining its success. If the shares are offered at a discount to the market price, it might attract a broader base of investors, but it could also signal that the Selling Stockholders are eager to exit, potentially raising concerns about the company's future prospects.

From a legal standpoint, the use of a shelf registration statement is a strategic move. This type of registration allows the company to fulfill regulatory requirements in advance and then offer securities as needed over a three-year period. The flexibility offered by this method permits TPG's Selling Stockholders to act quickly in response to market conditions, optimizing the timing of the sale. Investors should be aware that the SEC's involvement ensures transparency and the availability of detailed information, which is crucial for making informed decisions.

It's essential to scrutinize the prospectus supplement for details on the Selling Stockholders' identities and their relationships with the company. Any affiliations or conflicts of interest would be disclosed here, providing a clearer picture of the offering's implications.

SAN FRANCISCO & FORT WORTH, Texas--(BUSINESS WIRE)-- TPG Inc. (“TPG” or the “Company”) (Nasdaq: TPG), a leading global alternative asset management firm, today announced that certain stockholders of the Company (the “Selling Stockholders”) intend to offer 15,526,915 shares of TPG’s Class A common stock, par value $0.001 per share (the “Common Stock”), pursuant to a shelf registration statement filed with the Securities and Exchange Commission (the “SEC”). The offering consists entirely of secondary shares to be sold by the Selling Stockholders. The Selling Stockholders will receive all of the proceeds from the offering. The Company is not selling any shares of Common Stock in the offering and will not receive any proceeds from the offering.

J.P. Morgan and Morgan Stanley are acting as the underwriters of this offering.

The underwriters propose to offer the shares of Common Stock from time to time for sale in one or more transactions on Nasdaq, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices.

An automatic shelf registration statement (including a prospectus) relating to the offering of Common Stock was filed by TPG with the SEC on February 26, 2024 and became effective upon filing. 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. The offering will be made only by means of a prospectus and a related prospectus supplement relating to the offering, copies of which may be obtained from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 866-803-9204 or by email at prospectus-eq_fi@jpmchase.com; or Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014. A copy of the prospectus and the related prospectus supplement relating 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 proposed public offering, 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 presentation 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.

Media

Luke Barrett

415-743-1550

media@tpg.com

Shareholders

Gary Stein

212-601-4750

shareholders@tpg.com

Source: TPG Inc.

FAQ

How many shares are the Selling Stockholders offering?

The Selling Stockholders intend to offer 15,526,915 shares of TPG’s Class A common stock.

Who will receive the proceeds from the offering?

The Selling Stockholders will receive all of the proceeds from the offering.

Who are the underwriters for the offering?

J.P. Morgan and Morgan Stanley are acting as the underwriters of the offering.

When was the automatic shelf registration statement filed?

The automatic shelf registration statement was filed by TPG with the SEC on February 26, 2024.

What type of shares are being offered in the offering?

The offering consists entirely of secondary shares to be sold by the Selling Stockholders.

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