SecProbe.io

March 12, 2025
Jack Weingart
Chief Executive Officer
TPG Private Equity Opportunities, L.P.
301 Commerce Street, Suite 3300
Fort Worth, TX 76102
Re:TPG Private Equity Opportunities, L.P.
Amendment No. 1 to Registration Statement on Form 10-12G
Filed February 19, 2025
File No. 000-56717
Dear Jack Weingart:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to this
letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form 10-12G
General
1.In response to our prior comment 26, you indicate that “[you] will rely upon the
exclusion from the definition of ‘investment company’ set out in Section 3(c)(7) of
the 1940 Act and will not operate as a vehicle that does not meet the definition of
‘investment company’ under Section 3(a)(1).” Page 92 of the registration statement
contains the following disclosure: “The Fund currently intends to rely upon the
exclusion from the definition of ‘investment company’ set out in Section 3(c)(7) of
the 1940 Act” (emphasis added). Please revise the registration statement disclosure
globally for consistency with your response to comment 26.
On page 92, please restore the following language to the section titled “The Fund’s
reliance on the Investment Company Act exclusion requires compliance with specific
conditions, and any change in its status under the Act may necessitate adjustments to
its operation or structure that potentially increase costs and expenses”:
If the Fund were to rely on a different exclusion from the definition of •2.

March 12, 2025
Page 2
“investment company” under the 1940 Act, it is possible a change in the value of
the Fund’s assets could cause the Fund to fall within the definition of “investment
company” inadvertently. As a result, the Fund may need to structure its holdings
and business operations in a different manner, including restricting or limiting the
scope of its operations or the types of acquisitions that it may make, modifying its
organizational structure and tax treatment, or acquiring or disposing of assets that
it might not have otherwise. The Fund may incur additional costs and expenses
and be subject to increased regulatory scrutiny as a result of such a change.
3.Please explain supplementally whether you believe that the anticipated Fund holdings
would be considered “investment securities” under Section 3(a)(2) of the 1940 Act.
4.We note that the registration statement indicates at page 93 as follows: “Any
adjustment to the Fund’s business strategy, assets, tax treatment or other matters
related to a change in the Fund’s treatment under the 1940 Act could negatively
impact the value of the Units.” Please revise this disclosure to include the risk that a
change in the nature of the Fund’s investors could also impact the Fund’s status under
the 1940 Act.
5.We note your response to prior comment 25. Please supplementally provide us with
any sales or marketing materials you intend to utilize, or which the general partner or
management company intend to use on your behalf, in connection with the anticipated
private unit offerings.
Management Fee, page 9
6.We note your response to prior comment 10. Please revise to clarify the extent to
which the fees are materially different from those associated with the 10 strategies
discussed beginning on page 2. Please also clarify the extent to which your investment
strategy is meant to reflect an approximately even distribution of each of the 10
strategies. If you retain discretion to not use one or more of the 10 strategies, please
revise to so state.
Leverage, page 13
7.We note your response to prior comment 12. It appears that leverage could be
significantly higher than the 30% Leverage Guideline given that the guideline does
not apply to guarantees of indebtedness, “bad boy” guarantees, preferred financing
arrangements, margin loans or other related liabilities that are not recourse
indebtedness for borrowed money. Please revise to clarify or advise.
Repurchase Program, page 15
We note your response that “[you] [intend] to conduct such repurchase offers in
accordance with the requirements of Rule 13e-4 promulgated under the Exchange
Act.” However, we note your disclosure on page 16 that if “the General Partner
determines that the Fund will repurchase some but not all of the Units submitted for
repurchase during any quarter, Units will be repurchased on a pro rata basis based off
the number of Units submitted for repurchase after the Fund has repurchased all Units
for which repurchase has been requested due to death, qualifying disability, divorce
and other limited exceptions.” Your disclosure also indicates that any “Repurchase 8.

March 12, 2025
Page 3
Request in respect of Investor Units that have not been outstanding for at least two
years will be subject to the Early Repurchase Deduction.” In this respect, it appears
that such repurchase offers would not comply with Rule 13e-4(f)(3), regarding the
requirement to accept tendered securities on a pro rata basis and Rule 13e-4(f)(8)(ii),
regarding best price requirements. Please revise or advise.
9.We note that settlement of repurchases may be in the form of a short-term promissory
note. Please provide a detailed legal analysis supporting the validity of this approach
under the federal tender offer rules, including Rule 14e-1(c) promulgated under the
Exchange Act regarding prompt payment. In addition, please disclose the expected
terms of the promissory note, such as the priority, interest rate, transferability and
term of the promissory note.
10.Refer to your disclosure on page 16 that “the General Partner expects the Fund to
repurchase Units pursuant to quarterly repurchase offers using a purchase price equal
to the NAV per Unit as of a date specified in the repurchase offer.” In this respect,
Rule 14e-1(a) promulgated under the Exchange Act requires that the tender offer be
open for no less than 20 business days, and Item 1004(a)(1)(ii) of Regulation M-A
requires that the offering materials regarding such tender offer set forth the “amount
of consideration offered.” Accordingly, please revise to state that the repurchase price
will be disclosed no later than 20 business days prior to the expiration of the
repurchase offer.
11.We note your disclosure that “the General Partner expects the Fund to repurchase
Units pursuant to quarterly repurchase offers.” Given the recurring nature of such
repurchase offers, please advise how the Repurchase Program comports with Rule
14e-5 promulgated under the Exchange Act.
12.We note your response to prior comment 14. Please note that while we do not have
any follow up comments at this time, that does not mean that the Division of Trading
and Markets is clearing, approving, or giving any informal relief or comfort to you
regarding Regulation M.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact William Schroeder at 202-551-3294 or Marc Thomas at 202-551-3452
if you have questions regarding comments on the financial statements and related
matters. Please contact John Stickel at 202-551-3324 or James Lopez at 202-551-3536 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Benjamin Wells