Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 davispolk.comRegistration Statement • March 5th, 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 $600,000,000 aggregate principal amount of the Company’s 5.875% Senior Notes due 2034 (the “Notes”). The Notes are to be issued pursuant to the provisions of the Indenture dated as of March 5, 2024 (the “Base Indenture”) among the Company, the Guarantors and U.S. Bank Trust Company, National Association, as trustee (the “Trust
TPG Operating Group II, L.P. $600,000,000 5.875% Senior Notes due 2034 Underwriting AgreementUnderwriting Agreement • March 5th, 2024 • TPG Inc. • Investment advice • New York
TPG Operating Group II, L.P., a Delaware limited partnership (the “Issuer”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $600,000,000 aggregate principal amount of its 5.875% Senior Notes due 2034 (the “Notes”). The Notes will be guaranteed on a senior unsecured basis (the “Guarantees”) by TPG Inc., a Delaware corporation (the “Company”), TPG Operating Group I, L.P., a Delaware limited partnership (“TOG I”), TPG Operating Group III, L.P. (“TOG III”) and TPG Holdings II Sub, L.P. (“H2Sub” and, together with the Company, TOG I and TOG III, the “Guarantors”). The Notes will be issued pursuant to an Indenture (the “Base Indenture”), to be dated as of March 5, 2024, among the Issuer, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”), as amended by a Supplemental Indenture (the “Supplemental Indenture” and together with the Base Indentur
