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TPG Announces Pricing of Secondary Public Offering

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TPG Inc. announces a secondary underwritten public offering of 15,526,915 shares of its Class A common stock. The offering, consisting entirely of secondary shares, is priced under a shelf registration statement filed with the SEC. The proceeds will go to Selling Stockholders, not the Company. J.P. Morgan and Morgan Stanley are the underwriters.
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  • The Company is not selling any shares in the offering, resulting in no proceeds for the Company itself.

An underwritten public offering, especially one involving a significant number of shares such as the 15,526,915 Class A common stock from TPG, can indicate several underlying factors about the company's market perception and the liquidity needs of its shareholders. In this case, the fact that the offering is secondary and the proceeds go entirely to the Selling Stockholders rather than the company itself suggests that the current shareholders are looking to diversify their investments or realize gains, rather than the company needing to raise capital for growth or operations.

Investors should consider the potential dilutive effect of such a large offering on the market price of TPG's shares. While this is not a dilutive event in terms of additional shares being added to the market, as these shares are already issued and outstanding, the sale by significant shareholders could signal a shift in the ownership structure which might affect the stock's volatility in the short term. Additionally, the involvement of prominent underwriters like J.P. Morgan and Morgan Stanley could be seen as a vote of confidence in the stability and liquidity of the stock, potentially attracting institutional investors.

The dynamics of a secondary offering in the alternative asset management industry can be quite telling. For one, it can reflect the maturity of the firm and the industry segment's current phase. Given that TPG is a leading firm, this move could be indicative of broader trends within the sector, such as consolidation or a shift towards newer investment vehicles. Furthermore, the timing and pricing of the offering could be leveraged to gauge market sentiment towards the sector.

From a market perspective, the method of the offering—through Nasdaq, over-the-counter, negotiated transactions, or otherwise—provides flexibility and could help in managing the market impact. The market's reaction to such an offering can also serve as a bellwether for investor confidence in alternative asset managers and could potentially influence peer companies' stock performance.

It's important for investors to understand the legal framework surrounding such offerings. The utilization of a shelf registration statement indicates a pre-planned financing option that allows the company to sell shares over a period, subject to market conditions. This strategy can provide the Selling Stockholders with the flexibility to capitalize on favorable market conditions to maximize proceeds. The effectiveness of the registration statement upon filing, a feature of well-established issuers, streamlines the process, signaling a level of preparedness and regulatory compliance that could reassure investors.

Prospective investors should pay close attention to the prospectus and the prospectus supplement for details on the offering, as they contain critical information on the risks and specifics of the transaction. Legal due diligence is crucial in understanding the implications of such offerings and the rights of new shareholders versus those of the Selling Stockholders.

SAN FRANCISCO & FORT WORTH, Texas--(BUSINESS WIRE)-- TPG Inc. (“TPG” or the “Company”) (Nasdaq: TPG), a leading global alternative asset management firm, today announced the pricing of a secondary underwritten public offering of 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 certain stockholders of the Company (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 may 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 is being 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 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

What type of offering did TPG Inc. announce?

TPG Inc. announced a secondary underwritten public offering of 15,526,915 shares of its Class A common stock.

Who will receive the proceeds from the offering?

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

Which underwriters are involved in this offering?

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

Is the Company selling any shares in the offering?

No, the Company is not selling any shares of Common Stock in the offering and will not receive any proceeds from it.

When was the automatic shelf registration statement filed with the SEC?

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

TPG Inc.

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About TPG

TPG Inc., previously known as Texas Pacific Group, is an American investment company. The private equity firm is focused on leveraged buyouts and growth capital. TPG manages investment funds in growth capital, venture capital, public equity, and debt investments.