By Mary-Katherine Stinson and Cristal Cody
Lexington, Ky., Feb. 29 – TPG Operating Group II, LP gave details of its $400 million offering of 6.95% junior subordinated notes due March 15, 2064 (Baa1/BBB-/BBB-) that priced on Wednesday, according to an FWP filed with the Securities and Exchange Commission and a market source.
The notes will be guaranteed by TPG Inc., TPG Operating Group I, LP, TPG Operating Group III, LP and TPG Holdings II Sub, LP.
The company sold the notes at a par of $25 per note plus accrued interest, if any.
Price talk was in the 7.25% area.
The notes have a par call option in whole anytime or in whole or in part on or after March 15, 2029. If the notes are not redeemed in full, at least $25 million must remain outstanding.
The notes are also callable at par within 120 days of a tax redemption event, and at 102 before March 15, 2029 within 90 days of a rating agency event.
Interest may be deferred for up to five consecutive years.
Morgan Stanley & Co. LLC, BofA Securities, Inc., UBS Securities LLC, Wells Fargo Securities, LLC and Goldman Sachs & Co. LLC are joint bookrunners.
Proceeds will be used to repay all or a portion of outstanding debt under the company’s senior revolving credit facility and senior term loan, as well as for general corporate purposes.
The issuer intends to apply to list the notes on the Nasdaq Global Select Market under the symbol “TPGXL.”
The company was also concurrently conducting an offering for senior notes.
TPG is a private equity firm based in Fort Worth.
| Issuer: | TPG Operating Group II, LP
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| Guarantor: | TPG Inc., TPG Operating Group I, LP, TPG Operating Group III, LP and TPG Holdings II Sub, LP
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| Amount: | $400 million
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| Issue: | Junior subordinated notes
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| Maturity: | March 15, 2064
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| Bookrunners: | Morgan Stanley & Co. LLC, BofA Securities, Inc., UBS Securities LLC, Wells Fargo Securities, LLC and Goldman Sachs & Co. LLC
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| Co-managers: | TPG Capital BD, LLC, J.P. Morgan Securities LLC, Barclays, 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.
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| Trustee: | U.S. Bank NA
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| Counsel to issuer: | Weil, Gotshal & Manges LLP and Davis Polk & Wardwell LLP
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| Counsel to underwriters: | Cravath, Swaine & Moore LLP
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| Coupon: | 6.95%
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| Price: | Par of $25 per note
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| Yield: | 6.95%
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| Call features: | In whole anytime at par; in whole or in part at par on or after March 15, 2029
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| Trade date: | Feb. 28
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| Settlement date: | March 4
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| Ratings: | Moody’s: Baa1
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| S&P: BBB-
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| Fitch: BBB-
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| Listing: | Nasdaq: TPGXL
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| Distribution: | SEC registered
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| Price talk: | 7.25% area
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| Cusip: | 872652102
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