2021-12-24-SEC-TPG_Partners上市招股书_345页_19mb

Summary of TPG Partners, LLC Initial Public Offering (IPO) Document

Core Content

This document outlines the preliminary prospectus for the initial public offering (IPO) of Class A common stock by TPG Partners, Inc., a newly formed corporation resulting from the statutory conversion of TPG Partners, LLC, a Delaware limited liability company. The IPO is being conducted under Form S-1 and is subject to confidentiality and regulatory approval.

Main Points

1. Offering Overview

• TPG Partners, Inc. is the newly formed corporation resulting from the conversion of TPG Partners, LLC.
• The IPO involves the issuance of Class A common stock, which is voting (1 vote per share), and Class B common stock, which is non-voting (10 votes per share) but carries no economic rights.
• The offering price per share is expected to be between $ and $, with the underwriters having an option to purchase additional shares.
• The IPO is intended to raise capital for acquiring Common Units from the TPG Operating Group and for working capital and general corporate purposes.
• The offering is subject to the Securities Act of 1933 and will be filed with the Securities and Exchange Commission (SEC).

2. Corporate Conversion

• TPG Partners, LLC will convert into TPG Partners, Inc. as part of the Reorganization.
• This conversion will result in existing members of TPG Partners, LLC becoming shareholders of TPG Partners, Inc.
• The financial statements and data included in the registration statement are those of TPG Group Holdings, not yet adjusted for the Corporate Conversion.

3. Capital Structure

• After the IPO, TPG Partners, Inc. will have three classes of common stock: Class A (voting), nonvoting Class A, and Class B (non-voting, no economic rights).
• Class B shares are tied to Common Units in the TPG Operating Group partnerships and will be automatically redeemed upon the redemption of the associated units.
• Nonvoting Class A shares are convertible into voting shares upon transfer to a third party, as per the Investor Rights Agreement.

4. Use of Proceeds

• A portion of the proceeds will be used to acquire Common Units from existing owners of the TPG Operating Group.
• The remaining proceeds will be used to purchase newly issued Common Units in a primary contribution.
• Funds will also cover expenses related to the IPO and Reorganization and be used for working capital and general corporate purposes.

5. Organizational Structure

• The company is organized through five investment platforms: Capital, Growth, Impact, Real Estate, and Market Solutions.
• These platforms are supported by a global team of 872 employees, with a focus on diversified investment strategies across technology, healthcare, real estate, and impact sectors.
• TPG Group Holdings is the predecessor entity for accounting purposes and is a TPG Partner Vehicle.

6. Financial Highlights

• As of June 30, 2021, TPG has $108 billion in assets under management (AUM).
• From 2016 to 2020, AUM grew by 48% to $89.5 billion.
• Total revenues increased by 51% from 2018 to 2020 to $2.1 billion.
• Fee-related revenue (non-GAAP) increased by 34% to $716 million.
• Net income increased by 102% to $1.4 billion.
• The IRR (Internal Rate of Return) across platforms as of December 31, 2020 is as follows:
  • Capital: Gross IRR 23%, Net IRR 14%
  • Growth: Gross IRR 21%, Net IRR 15%
  • Impact: Gross IRR 34%, Net IRR 21%
  • Real Estate: Gross IRR 25%, Net IRR 18%
  • Market Solutions: IRR not provided

7. Risk Factors

• The document highlights a section titled "Risk Factors" on page 24, which outlines key risks associated with investing in TPG Partners, Inc.
• These include market and industry uncertainties, economic and regulatory risks, and risks related to the IPO and corporate structure.
• The company acknowledges that future performance is uncertain and may differ materially from past results.

8. Legal and Regulatory Information

• The offering is subject to confidential treatment under 17 C.F.R. § 200.83.
• The SEC has not approved or disapproved the offering, nor has it determined the truth or completeness of the prospectus.
• Conflicts of interest are addressed in the section titled "Underwriting (Conflicts of Interest)".

9. Additional Information

• The prospectus includes non-GAAP financial measures such as distributable earnings (DE), after-tax DE, fee-related earnings (FRE), fee-related revenues, and fee-related expenses.
• Market data and industry information are based on public sources, internal estimates, and management's good faith beliefs.
• The document also includes definitions for key terms, including AUM, FAUM, Excluded Assets, RemainCo, Control Group, and performance allocations.

Key Information

• IPO Purpose: Raise capital for the acquisition of Common Units and general corporate use.
• Corporate Conversion: TPG Partners, LLC is converting into TPG Partners, Inc. under a statutory process.
• Capital Structure: Includes voting and non-voting Class A shares, and Class B shares with no economic rights.
• Financial Performance: Strong growth in AUM, revenues, and net income from 2016 to 2020.
• Risk Considerations: The offering is subject to significant risks, including market volatility and regulatory uncertainties.

Conclusion

This IPO document provides a comprehensive overview of TPG Partners, Inc.'s structure, offering, and financial performance. It outlines the company's transformation from a limited liability company to a corporation, the issuance of different classes of common stock, and the intended use of proceeds. The document also highlights the risks involved and emphasizes the non-GAAP financial measures used to assess performance.