TPG RE Finance Trust, Inc. (NYSE: TRTX) (“TRTX” or the “Company”) today announced the pricing of a public offering of 7,000,000 shares of its 6.25% Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”) at a public offering price of $25.00 per share. TRTX also granted the underwriters a 30-day option to purchase up to an additional 1,050,000 shares of the Series C Preferred Stock at the public offering price, less underwriting discounts and commissions. The Series C Preferred Stock will have a $25.00 per share liquidation preference. TRTX will receive gross proceeds of $175,000,000 from the sale of the Series C Preferred Stock before deducting the underwriting discount and other estimated offering expenses. The offering is expected to close on June 14, 2021, subject to customary closing conditions.
TRTX intends to use the net proceeds from the offering to partially fund the redemption of all of the outstanding shares of the Company’s Series B Cumulative Redeemable Preferred Stock.
TRTX intends to file an application to list the Series C Preferred Stock on the New York Stock Exchange under the ticker symbol “TRTX PRC.”
Raymond James & Associates, Inc. and TPG Capital BD, LLC are acting as joint book-running managers for the offering.
The Series C Preferred Stock will be offered under the Company’s existing shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (“SEC”). The offering will be made only by means of a prospectus supplement and the accompanying prospectus, copies of which may be obtained from Raymond James & Associates, Inc., Attn: Syndicate, 880 Carillon Parkway, St. Petersburg, FL 33716, by telephone at +1 (800) 248-8863, or by email at firstname.lastname@example.org.
This press release shall 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 RE Finance Trust, Inc.
TPG RE Finance Trust, Inc. is a commercial real estate finance company that originates, acquires, and manages primarily first mortgage loans secured by institutional properties located in primary and select secondary markets in the United States. The Company is externally managed by TPG RE Finance Trust Management, L.P., a part of TPG Real Estate, which is the real estate investment platform of global alternative asset firm TPG.
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are subject to various risks and uncertainties, including, without limitation, statements relating to the performance of the investments of the Company; the ultimate geographic spread, severity and duration of pandemics such as the outbreak of novel coronavirus (“COVID-19”), actions that may be taken by governmental authorities to contain or address the impact of such pandemics, and the potential negative impacts of such pandemics on the global economy and the Company’s financial condition and results of operations; the Company’s ability to originate loans that are in the pipeline and under evaluation by the Company; financing needs and arrangements; the proposed offering of the Series C Preferred Stock; the expected use of the net proceeds from the offering; and the Company’s expectations concerning market conditions for an offering of the Series C Preferred Stock. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,” “estimate,” “believe,” “could,” “project,” “predict,” “continue” or other similar words or expressions. Forward-looking statements are based on certain assumptions, discuss future expectations, describe existing or future plans and strategies, contain projections of results of operations, liquidity and/or financial condition or state other forward-looking information. The ability of TRTX to predict future events or conditions or their impact or the actual effect of existing or future plans or strategies is inherently uncertain. Although the Company believes that such forward-looking statements are based on reasonable assumptions, actual results and performance in the future could differ materially from those set forth in or implied by such forward-looking statements. No assurance can be given that the offering discussed above will be consummated, or that the net proceeds of the offering will be used as indicated. Consummation of the offering and the application of the net proceeds of the offering are subject to numerous possible events, factors and conditions, many of which are beyond the control of the Company and not all of which are known to it, including, without limitation, market conditions and those described under the heading “Risk Factors” in the prospectus supplement relating to the offering, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, which can be accessed at the SEC’s website at www.sec.gov. All forward-looking statements speak only as of the date on which they are made. You are cautioned not to place undue reliance on these forward-looking statements, which reflect the Company’s views only as of the date of this press release. Except as required by law, neither the Company nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements appearing in this press release. The Company does not undertake any obligation to update any forward-looking statements contained in this press release as a result of new information, future events or otherwise.
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