SEC Company Response from TPG Private Equity Opportunities, L.P. (CIK 0002050260) — Feb 18, 2025
TPG Private Equity Opportunities, L.P. (CIK 0002050260)
Date: Feb. 18, 2025 · CIK: 0002050260 · Accession: 0002050260-25-000009
AI Filing Summary & Sentiment
File numbers found in text: 000-56717
Referenced dates: January 28, 2025
Letter
Document
Simpson Thacher & Bartlett LLP
425 LEXINGTON AVENUE
NEW YORK, NY 10017
TELEPHONE: +1-212-455-2000
FACSIMILE: +1-212-455-2502
Direct Dial Number E-mail Address
(212) 455-2516 BWells@stblaw.com
February 18, 2025
Via EDGAR
Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549
Re: TPG Private Equity Opportunities, L.P. Registration Statement on Form 10-12G
Filed December 30, 2024 File No. 000-56717
Ladies and Gentlemen:
On behalf of TPG Private Equity Opportunities, L.P. (the “Registrant”), we are providing responses to the letters from the staff (the “Staff”) of the Commission’s Division of Corporate Finance, dated January 28, 2025 and January 29, 2025 (collectively, the “Comment Letters”), related to the above-referenced registration statement on Form 10 (the “Registration Statement”) originally filed with the Commission on December 30, 2024. We are concurrently filing with the Securities and Exchange Commission (the “Commission”) an amendment (“Amendment No. 1”) to the Registration Statement, including revisions in response to the Comment Letters as well as other updates.
To assist your review, we have retyped the text of the Staff’s comments in italics below. Page references in the text of this letter correspond to the pages of Amendment No. 1. Unless otherwise defined below, capitalized terms used below shall have the meanings given to them in Amendment No. 1. The responses and information described below are based upon information provided to us by the Registrant.
REGISTRATION STATEMENT ON FORM 10-12G
Forward-Looking Statements, page iii
Securities and Exchange Commission February 18, 2025
1. We note your statement that the registration statement includes forward-looking statements within the meaning of Section 27A of the 1933 Act and Section 21E of the Exchange Act. Please be advised that Section 27A(b)(1)(C) of the Securities Act and Section 21E(b)(1)(C) of the Securities Exchange Act expressly state that the safe harbor for forward looking statements does not apply to statements made by companies that are not reporting companies under section 13(a) or 15(d) of the Securities Exchange Act. Please delete any references to the Private Securities Litigation Reform Act or make clear that these provisions do not apply to you.
Response: The Registrant acknowledges the Staff’s comment and has revised its disclosure on page iii to remove the references to the safe harbor.
Risk Factor Summary, page iii
2. Consistent with your disclosure on pages 14 and 36, please add risk factor disclosure or a cross-reference regarding the early repurchase deduction to inform investors in this section that any repurchase requests of units that have not been outstanding for at least two years will be subject to an early repurchase deduction equal to 5% of the value of the applicable NAV of the Units being repurchased.
Response: The Registrant acknowledges the Staff’s comment and has revised its disclosure on pages v and 16 to inform investors of the Early Repurchase Deduction.
3. We note your reference to the existence of “limits on the ownership and transferability of the Units” on page v. Please revise the summary section to provide additional details related to these limits. Similarly, revise your disclosure in description of registrant's securities to be registered section starting on page 196 to provide details related to these limitations. In this regard we note that you generally refer to transfer restrictions on page 36 without describing the reasons the general partner may refuse transfer requests.
Response: The Registrant acknowledges the Staff’s comment and has revised its disclosure on page v and 202 to provide additional details on the limits on ownership and transferability of the Units.
Item 1. Business, page 1
4. Please expand your business section to state clearly if you have not yet begun operations and to include a plan of operations for the next twelve months. In the discussion of your planned activities, include specific information regarding material events or steps required to pursue your planned activities, including any contingencies such as raising additional funds.
Response: The Registrant has revised its disclosure on page 1 to include additional information regarding the Registrant’s plan of operations for the next twelve months and to clearly state that the Registrant has not yet begun operations.
5. We note your disclosure on page 4 that overall responsibility for T-POP’s oversight rests with the General Partner. We also note your disclosure on pages v, 98 and 196 that Limited
Securities and Exchange Commission February 18, 2025
Partners are not entitled to vote in the election of the fund’s directors. Also, the unitholders are not able to bring matters before meetings of Limited Partners or nominate directors at such meeting, nor are they generally able to submit Limited Partner proposals. Please briefly disclose the lack of Limited Partner voting power in the business section. Additionally, we note the disclosure on page 7 regarding the Management Company's responsibility for investments and managing the registrant. Please revise to clarify the difference between the General Partner's oversight and the Management Company's responsibilities, including any overlap between the General Partner their responsibilities and personnel.
Response: The Registrant acknowledges the Staff’s comment and has revised its disclosure on pages vi and 5 to include disclosure that Limited Partners are not entitled to vote in the election of the Registrant’s directors and are not able to bring matters before meetings of Limited Partners or nominate directors at such meeting, nor are they generally able to submit Limited Partner proposals. In addition, the Registrant has revised the language on page 8 to clarify the difference between the General Partner's oversight and the Management Company's responsibilities, including any overlap between the General Partner their responsibilities and personnel.
6. We note your disclosure that T-POP was established by TPG to provide eligible investors with access to TPG’s private equity franchise through a single investment, and that T-POP will seek to construct an attractive and diversified portfolio of private equity assets primarily by making direct co-investments in transactions executed by TPG’s private equity strategies and, to a lesser extent, primary fund commitments to such strategies. Please also highlight in this section any material differences that exist between T-POP and the other TPG private equity strategies. In this regard, we note your disclosure on page 120 that unlike the governing documents of the other identified TPG funds, the Partnership Agreements do not impose on TPG a “duty to offer” to the Fund any potential investment opportunity, meaning TPG has no obligation to pursue through the Fund (as opposed to another TPG fund or TPG and/or its affiliates for their own accounts) an opportunity that fits within the Fund’s investment objective. We also note that as a result of other TPG funds’ priority rights, the Fund likely will not be offered the opportunity to participate in certain investment opportunities, and participation by the Fund in such opportunities is expected to be limited or curtailed to the extent required by the priority rights of such other TPG funds.
Response: The Registrant acknowledges the Staff’s comment and has revised its disclosure on page 12 to include disclosure regarding the material differences that exist between the Registrant and the other TPG private equity strategies and key considerations around how investment opportunities are allocated, and have also added a cross reference to “Item 1A. Risk Factors—Conflicts of Interest—Allocation Procedures and Principles” on the allocation of investment opportunities.
The Management Company, page 5
7. Please revise your disclosure to provide more detailed information regarding TPG Solutions Advisors, LLC and its relationship to you and the Management Company. Please also discuss here or on page 10 the T-POP management team's background, including its previous roles in managing funds and history using leverage in its managed investments. The
Securities and Exchange Commission February 18, 2025
discussion should highlight the differences in the strategies employed by prior funds and the strategies to be used for you.
Response: The Registrant acknowledges the Staff’s comment and has revised its disclosure on page 5 to provide more detailed information regarding TPG Solutions Advisors, LLC and its relationship with the Registrant and the Management Company. In addition, the Registrant has revised the disclosure on pages 5 to 6 regarding the background and experience of the Registrant’s management team.
T-POP Structure, page 6
8. We note that there are potential investors identified at three different levels within the chart. Please identify where the Limited Partners can expect to fall within this chart depending on which of the seven classes of units they purchase. Further, show where the affiliate of the Management Company, that will later be identified according to page 182, is located within this chart and revise your disclosure on pages 182 to describe what class of units the affiliate of the Management Company purchased in 2024.
Response: The Registrant acknowledges the Staff’s comment and has revised its structure chart on page 7 to clarify that the classes registered in the Registration Statement will be available for direct investment in the Registrant.
The Registrant has also revised the disclosure on pages 186 and 200 to reflect that the General Partner and an affiliate of the Management Company purchased Class F Units.
Management Fee, page 8
9. Please disclose the TPG affiliate that is expected to be involved in activities relating to the underwriting, structuring, syndication, private placement or arranging of debt or equity issued by, or in respect of, certain of the Fund’s portfolio companies or other capital markets- or broker-dealer-related services or activities as discussed on page 9.
Response: The Registrant acknowledges the Staff’s comment and has revised its disclosure on page 10 to clarify that TPG Capital BD, LLC, the Registrant’s affiliated broker-dealer, is expected to be involved in such activities.
10. Please revise to provide summaries or illustrative examples that explain the total compensation and fees in plain terms understandable to the average investor.
Response: The Registrant respectfully notes that “Item 1. Business—The Private Offering” provides for a comparison of the total compensation and fees in plain terms among the Units.
Leverage, page 12
11. It appears based on pages 149 and 172 that you have no financing committed from TPG to start your operations and that you have no established credit facilities or financing arrangements. Please revise to clarify or advise.
Securities and Exchange Commission February 18, 2025
Response: In response to the Staff’s comment, the Registrant has revised its disclosure on page 14 and 177 to disclose that the Registrant has no financing committed from TPG to start its operations and that the Registrant has no established credit facilities or financing arrangements. To the extent the Registrant receives committed financing from TPG or other third-party lenders, the Registrant will notify the Limited Partners via a Form 8-K or other applicable Exchange Act filing.
12. We note your disclosure here and on page 172 that the Fund generally does not intend to incur indebtedness for borrowed money that would cause the Leverage Ratio to be in excess of 30% (the “Leverage Guideline”). We also note that the Leverage Guideline does not apply to guarantees of indebtedness, “bad boy” guarantees or other related liabilities that are not recourse indebtedness for borrowed money. Consistent with your disclosure on page 43, please also clarify, if true, that preferred financing arrangements and margin loans you utilize will not be treated as borrowings incurred by the Fund for purposes of determining compliance with the limitations on borrowings and thus due to such arrangements the Fund's leverage can be significantly higher than the 30% leverage guideline.
Response: In response to the Staff’s comment, the Registrant has revised its disclosure on page 14 in respect of limitations on leverage.
Repurchase Program, page 14
13. Please provide us with your analysis as to the applicability of the tender offer rules, including Rule 13e-4 and Regulation 14E, to your repurchase program.
Response: As stated in the Registration Statement, the Registrant intends to implement a Repurchase Program pursuant to which it expects to offer to repurchase on a quarterly basis up to 5% of Units outstanding as of the close of the previous calendar quarter. The Registrant intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act, but may also determine to conduct the Repurchase Program pursuant to applicable guidance or relief from the staff of the SEC.
In accordance with the requirements of Rule 13e-4 under the Exchange Act, the Registrant will file Schedule TO with the Commission disclosing the material terms of the tender offer. The Repurchase Program is consistent with those of a significant number of market participants, including registered investment companies and business development companies that conduct periodic tender offers pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act.
14. With respect to the continuous private offering and repurchase program, provide us with a legal analysis that supports your apparent belief that Regulation M would not prohibit repurchases during the offering.
Response: The Registrant respectfully submits that Section 102(b)(3) of Regulation M exempts repurchases by limited partnerships at a price based on NAV which are effected in accordance with the terms and conditions of instruments governing the securities; provided
Securities and Exchange Commission February 18, 2025
that such securities are not traded on an exchange or through an inter-dealer quotation system or electronic communications network. Consistent with the foregoing, the Registrant is a limited partnership; its units are not traded on an exchange or through an inter-dealer quotation system or electronic communications network; and the repurchase price of the units will be based on NAV as set forth in the Registrant’s Partnership Agreement and Repurchase Program. According, Regulation M would not prohibit the Registrant from making repurchases during its continuous private offering.
Item 1A. Risk Factors, page 29
15. Please review each risk factor heading to ensure that each clearly conveys a separate, specific risk to investors regarding your company, industry or security. Investors should be able to read the risk factor headings and understand what the risk is and the result of the risk as it specifically applies to you. As a non-exclusive list, we note the following risk factor headings:
•Indemnification on page 40;
•Performance Information on page 41; and
•Reserves on page 42.
Response: In response to the Staff’s comment, the Registrant has revised each risk factor heading, beginning on page 31.
Risks Related to Cryptocurrencies and Digital Assets, page 76
16. We note your disclosure that the Fund may invest in portfolio companies involved in the development, issuance, exchange, trading, holding, lending, servicing or support of virtual currencies, decentralized application tokens, protocol token and other cryptofinance coins, tokens and digital assets and other instruments that are based on blockchain, distributed ledger or similar technol
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CORRESP 1 filename1.htm Document Simpson Thacher & Bartlett LLP 425 LEXINGTON AVENUE NEW YORK, NY 10017 TELEPHONE: +1-212-455-2000 FACSIMILE: +1-212-455-2502 Direct Dial Number E-mail Address (212) 455-2516 BWells@stblaw.com February 18, 2025 Via EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Re: TPG Private Equity Opportunities, L.P. Registration Statement on Form 10-12G Filed December 30, 2024 File No. 000-56717 Ladies and Gentlemen: On behalf of TPG Private Equity Opportunities, L.P. (the “Registrant”), we are providing responses to the letters from the staff (the “Staff”) of the Commission’s Division of Corporate Finance, dated January 28, 2025 and January 29, 2025 (collectively, the “Comment Letters”), related to the above-referenced registration statement on Form 10 (the “Registration Statement”) originally filed with the Commission on December 30, 2024. We are concurrently filing with the Securities and Exchange Commission (the “Commission”) an amendment (“Amendment No. 1”) to the Registration Statement, including revisions in response to the Comment Letters as well as other updates. To assist your review, we have retyped the text of the Staff’s comments in italics below. Page references in the text of this letter correspond to the pages of Amendment No. 1. Unless otherwise defined below, capitalized terms used below shall have the meanings given to them in Amendment No. 1. The responses and information described below are based upon information provided to us by the Registrant. REGISTRATION STATEMENT ON FORM 10-12G Forward-Looking Statements, page iii Securities and Exchange Commission February 18, 2025 1. We note your statement that the registration statement includes forward-looking statements within the meaning of Section 27A of the 1933 Act and Section 21E of the Exchange Act. Please be advised that Section 27A(b)(1)(C) of the Securities Act and Section 21E(b)(1)(C) of the Securities Exchange Act expressly state that the safe harbor for forward looking statements does not apply to statements made by companies that are not reporting companies under section 13(a) or 15(d) of the Securities Exchange Act. Please delete any references to the Private Securities Litigation Reform Act or make clear that these provisions do not apply to you. Response: The Registrant acknowledges the Staff’s comment and has revised its disclosure on page iii to remove the references to the safe harbor. Risk Factor Summary, page iii 2. Consistent with your disclosure on pages 14 and 36, please add risk factor disclosure or a cross-reference regarding the early repurchase deduction to inform investors in this section that any repurchase requests of units that have not been outstanding for at least two years will be subject to an early repurchase deduction equal to 5% of the value of the applicable NAV of the Units being repurchased. Response: The Registrant acknowledges the Staff’s comment and has revised its disclosure on pages v and 16 to inform investors of the Early Repurchase Deduction. 3. We note your reference to the existence of “limits on the ownership and transferability of the Units” on page v. Please revise the summary section to provide additional details related to these limits. Similarly, revise your disclosure in description of registrant's securities to be registered section starting on page 196 to provide details related to these limitations. In this regard we note that you generally refer to transfer restrictions on page 36 without describing the reasons the general partner may refuse transfer requests. Response: The Registrant acknowledges the Staff’s comment and has revised its disclosure on page v and 202 to provide additional details on the limits on ownership and transferability of the Units. Item 1. Business, page 1 4. Please expand your business section to state clearly if you have not yet begun operations and to include a plan of operations for the next twelve months. In the discussion of your planned activities, include specific information regarding material events or steps required to pursue your planned activities, including any contingencies such as raising additional funds. Response: The Registrant has revised its disclosure on page 1 to include additional information regarding the Registrant’s plan of operations for the next twelve months and to clearly state that the Registrant has not yet begun operations. 5. We note your disclosure on page 4 that overall responsibility for T-POP’s oversight rests with the General Partner. We also note your disclosure on pages v, 98 and 196 that Limited Securities and Exchange Commission February 18, 2025 Partners are not entitled to vote in the election of the fund’s directors. Also, the unitholders are not able to bring matters before meetings of Limited Partners or nominate directors at such meeting, nor are they generally able to submit Limited Partner proposals. Please briefly disclose the lack of Limited Partner voting power in the business section. Additionally, we note the disclosure on page 7 regarding the Management Company's responsibility for investments and managing the registrant. Please revise to clarify the difference between the General Partner's oversight and the Management Company's responsibilities, including any overlap between the General Partner their responsibilities and personnel. Response: The Registrant acknowledges the Staff’s comment and has revised its disclosure on pages vi and 5 to include disclosure that Limited Partners are not entitled to vote in the election of the Registrant’s directors and are not able to bring matters before meetings of Limited Partners or nominate directors at such meeting, nor are they generally able to submit Limited Partner proposals. In addition, the Registrant has revised the language on page 8 to clarify the difference between the General Partner's oversight and the Management Company's responsibilities, including any overlap between the General Partner their responsibilities and personnel. 6. We note your disclosure that T-POP was established by TPG to provide eligible investors with access to TPG’s private equity franchise through a single investment, and that T-POP will seek to construct an attractive and diversified portfolio of private equity assets primarily by making direct co-investments in transactions executed by TPG’s private equity strategies and, to a lesser extent, primary fund commitments to such strategies. Please also highlight in this section any material differences that exist between T-POP and the other TPG private equity strategies. In this regard, we note your disclosure on page 120 that unlike the governing documents of the other identified TPG funds, the Partnership Agreements do not impose on TPG a “duty to offer” to the Fund any potential investment opportunity, meaning TPG has no obligation to pursue through the Fund (as opposed to another TPG fund or TPG and/or its affiliates for their own accounts) an opportunity that fits within the Fund’s investment objective. We also note that as a result of other TPG funds’ priority rights, the Fund likely will not be offered the opportunity to participate in certain investment opportunities, and participation by the Fund in such opportunities is expected to be limited or curtailed to the extent required by the priority rights of such other TPG funds. Response: The Registrant acknowledges the Staff’s comment and has revised its disclosure on page 12 to include disclosure regarding the material differences that exist between the Registrant and the other TPG private equity strategies and key considerations around how investment opportunities are allocated, and have also added a cross reference to “Item 1A. Risk Factors—Conflicts of Interest—Allocation Procedures and Principles” on the allocation of investment opportunities. The Management Company, page 5 7. Please revise your disclosure to provide more detailed information regarding TPG Solutions Advisors, LLC and its relationship to you and the Management Company. Please also discuss here or on page 10 the T-POP management team's background, including its previous roles in managing funds and history using leverage in its managed investments. The Securities and Exchange Commission February 18, 2025 discussion should highlight the differences in the strategies employed by prior funds and the strategies to be used for you. Response: The Registrant acknowledges the Staff’s comment and has revised its disclosure on page 5 to provide more detailed information regarding TPG Solutions Advisors, LLC and its relationship with the Registrant and the Management Company. In addition, the Registrant has revised the disclosure on pages 5 to 6 regarding the background and experience of the Registrant’s management team. T-POP Structure, page 6 8. We note that there are potential investors identified at three different levels within the chart. Please identify where the Limited Partners can expect to fall within this chart depending on which of the seven classes of units they purchase. Further, show where the affiliate of the Management Company, that will later be identified according to page 182, is located within this chart and revise your disclosure on pages 182 to describe what class of units the affiliate of the Management Company purchased in 2024. Response: The Registrant acknowledges the Staff’s comment and has revised its structure chart on page 7 to clarify that the classes registered in the Registration Statement will be available for direct investment in the Registrant. The Registrant has also revised the disclosure on pages 186 and 200 to reflect that the General Partner and an affiliate of the Management Company purchased Class F Units. Management Fee, page 8 9. Please disclose the TPG affiliate that is expected to be involved in activities relating to the underwriting, structuring, syndication, private placement or arranging of debt or equity issued by, or in respect of, certain of the Fund’s portfolio companies or other capital markets- or broker-dealer-related services or activities as discussed on page 9. Response: The Registrant acknowledges the Staff’s comment and has revised its disclosure on page 10 to clarify that TPG Capital BD, LLC, the Registrant’s affiliated broker-dealer, is expected to be involved in such activities. 10. Please revise to provide summaries or illustrative examples that explain the total compensation and fees in plain terms understandable to the average investor. Response: The Registrant respectfully notes that “Item 1. Business—The Private Offering” provides for a comparison of the total compensation and fees in plain terms among the Units. Leverage, page 12 11. It appears based on pages 149 and 172 that you have no financing committed from TPG to start your operations and that you have no established credit facilities or financing arrangements. Please revise to clarify or advise. Securities and Exchange Commission February 18, 2025 Response: In response to the Staff’s comment, the Registrant has revised its disclosure on page 14 and 177 to disclose that the Registrant has no financing committed from TPG to start its operations and that the Registrant has no established credit facilities or financing arrangements. To the extent the Registrant receives committed financing from TPG or other third-party lenders, the Registrant will notify the Limited Partners via a Form 8-K or other applicable Exchange Act filing. 12. We note your disclosure here and on page 172 that the Fund generally does not intend to incur indebtedness for borrowed money that would cause the Leverage Ratio to be in excess of 30% (the “Leverage Guideline”). We also note that the Leverage Guideline does not apply to guarantees of indebtedness, “bad boy” guarantees or other related liabilities that are not recourse indebtedness for borrowed money. Consistent with your disclosure on page 43, please also clarify, if true, that preferred financing arrangements and margin loans you utilize will not be treated as borrowings incurred by the Fund for purposes of determining compliance with the limitations on borrowings and thus due to such arrangements the Fund's leverage can be significantly higher than the 30% leverage guideline. Response: In response to the Staff’s comment, the Registrant has revised its disclosure on page 14 in respect of limitations on leverage. Repurchase Program, page 14 13. Please provide us with your analysis as to the applicability of the tender offer rules, including Rule 13e-4 and Regulation 14E, to your repurchase program. Response: As stated in the Registration Statement, the Registrant intends to implement a Repurchase Program pursuant to which it expects to offer to repurchase on a quarterly basis up to 5% of Units outstanding as of the close of the previous calendar quarter. The Registrant intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act, but may also determine to conduct the Repurchase Program pursuant to applicable guidance or relief from the staff of the SEC. In accordance with the requirements of Rule 13e-4 under the Exchange Act, the Registrant will file Schedule TO with the Commission disclosing the material terms of the tender offer. The Repurchase Program is consistent with those of a significant number of market participants, including registered investment companies and business development companies that conduct periodic tender offers pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act. 14. With respect to the continuous private offering and repurchase program, provide us with a legal analysis that supports your apparent belief that Regulation M would not prohibit repurchases during the offering. Response: The Registrant respectfully submits that Section 102(b)(3) of Regulation M exempts repurchases by limited partnerships at a price based on NAV which are effected in accordance with the terms and conditions of instruments governing the securities; provided Securities and Exchange Commission February 18, 2025 that such securities are not traded on an exchange or through an inter-dealer quotation system or electronic communications network. Consistent with the foregoing, the Registrant is a limited partnership; its units are not traded on an exchange or through an inter-dealer quotation system or electronic communications network; and the repurchase price of the units will be based on NAV as set forth in the Registrant’s Partnership Agreement and Repurchase Program. According, Regulation M would not prohibit the Registrant from making repurchases during its continuous private offering. Item 1A. Risk Factors, page 29 15. Please review each risk factor heading to ensure that each clearly conveys a separate, specific risk to investors regarding your company, industry or security. Investors should be able to read the risk factor headings and understand what the risk is and the result of the risk as it specifically applies to you. As a non-exclusive list, we note the following risk factor headings: •Indemnification on page 40; •Performance Information on page 41; and •Reserves on page 42. Response: In response to the Staff’s comment, the Registrant has revised each risk factor heading, beginning on page 31. Risks Related to Cryptocurrencies and Digital Assets, page 76 16. We note your disclosure that the Fund may invest in portfolio companies involved in the development, issuance, exchange, trading, holding, lending, servicing or support of virtual currencies, decentralized application tokens, protocol token and other cryptofinance coins, tokens and digital assets and other instruments that are based on blockchain, distributed ledger or similar technol