Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 davispolk.comRegistration Statement • March 4th, 2024 • TPG Inc. • Investment advice
TPG Operating Group II, L.P., a Delaware limited partnership (the “Company”), TPG Inc., a Delaware corporation (“TPG”), TPG Operating Group I, L.P., a Delaware limited partnership (“TOG I”), TPG Operating Group III, L.P., a Delaware limited partnership (“TOG III”) and TPG Holdings II Sub, L.P., a Delaware limited partnership (“H2Sub” and, together with TPG, TOG I and TOG III, the “Guarantors”) have filed with the Securities and Exchange Commission a Registration Statement on Form S-3 (File No. 333-277384) (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), certain securities, including $400,000,000 aggregate principal amount of the Company’s 6.950% Fixed-Rate Junior Subordinated Notes due 2064 (the “Notes”). The Notes are to be issued pursuant to the provisions of the Indenture dated as of March 4, 2024 (the “Base Indenture”) among the Company, the Guarantors and U.S. Bank Trust Company, National Association
