TPG RE Finance Trust, Inc. (NYSE: TRTX) (“TRTX” or the
“Company”) announced today that it has entered into a definitive
investment agreement with an affiliate of Starwood Capital Group
(“Starwood Capital”), a global investment firm focused on real
estate, for a commitment of up to $325 million in new capital.
Under the terms of the agreement, Starwood Capital has made a
strategic, non-voting investment in the Company in the form of
preferred stock and detachable warrants to purchase TRTX common
stock. The investment will provide TRTX with immediate liquidity
and access to additional capital at its option, ensuring the
Company has the resources and flexibility to adapt amid the current
market disruption, and grow its business as market conditions
warrant. Proceeds from the initial closing will be used to make
voluntary deleveraging payments under certain of the Company’s
secured financing facilities, and for general corporate
purposes.
“The new capital will provide TRTX with additional liquidity and
flexibility to navigate the current economic environment,” said
Greta Guggenheim, Chief Executive Officer of TRTX. “Starwood’s
investment is a testament to the strength and quality of TRTX’s
business and portfolio. Today’s announcement marks an important
step in positioning TRTX for the future as we continue to grow the
platform, serve our clients, and execute on our objective to
deliver long-term value to shareholders.”
“We are pleased to partner with TPG RE Finance Trust to provide
the company with liquidity to navigate this unprecedented period,”
said Ethan Bing, Managing Director of Starwood Capital. “With this
recapitalization and through our new position as a TRTX
stakeholder, we firmly believe the company is positioned for
sustained long-term success and will generate meaningful value for
its shareholders and the partners of our fund moving forward.”
Transaction
Details
TRTX will issue an aggregate of up to 13,000,000 shares of 11.0%
Series B Cumulative Redeemable Preferred Stock and five-year
net-share settled warrants to purchase an aggregate of up to
15,000,000 shares of TRTX’s common stock, par value $0.001 per
share, at an exercise price of $7.50 per share (subject to certain
potential adjustments), for an aggregate cash purchase price of up
to $325,000,000. The warrant exercise price represents an
approximately 10% premium to the Company’s volume-weighted average
share price over the last 30 days. On May 28, 2020, TRTX issued
9,000,000 of the preferred shares and warrants to purchase
12,000,000 shares of the common stock for an aggregate purchase
price of $225,000,000. TRTX may elect to sell to Starwood Capital
an additional two tranches of securities, each of which consists of
2,000,000 preferred shares and warrants to purchase 1,500,000
shares of common stock, and each for a purchase price of
$50,000,000 at any time prior to December 11, 2020.
Houlihan Lokey served as TRTX’s financial adviser and Kirkland
& Ellis LLP served as TRTX’s legal advisor. Credit Suisse
served as Starwood Capital’s financial adviser and Sidley Austin
LLP served as Starwood Capital’s legal advisor.
The securities sold in this private placement have not been
registered under the Securities Act of 1933, as amended (the
“Securities Act”), or applicable state securities laws, and
accordingly may not be offered or sold in the United States except
pursuant to an effective registration statement or an applicable
exemption from the registration requirements of the Securities Act
and such applicable state securities laws.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the securities, nor shall there be
any sale of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of such jurisdiction.
About
TRTX
TPG RE Finance Trust, Inc. is
a Maryland corporation that is a commercial real estate finance
company that focuses primarily on originating, acquiring, and
managing first mortgage loans and other commercial real
estate‐related debt instruments secured by institutional properties
located in primary and select secondary markets in the United
States. TRTX 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 TPG. TPG is a global alternative
asset firm with a 25-year history and more than $88 billion of
assets under management. For more information regarding TRTX, visit
www.tpgrefinance.com.
About Starwood
Capital
Starwood Capital Group is a private investment firm with a core
focus on global real estate, energy infrastructure and oil &
gas. The Firm and its affiliates maintain 16 offices in seven
countries around the world, and currently have approximately 4,000
employees. Since its inception in 1991, Starwood Capital Group has
raised over $45 billion of equity capital, and currently has in
excess of $60 billion of assets under management. The Firm has
invested in virtually every category of real estate on a global
basis, opportunistically shifting asset classes, geographies and
positions in the capital stack as it perceives risk/reward dynamics
to be evolving. Over the past 28 years, Starwood Capital Group and
its affiliates have successfully executed an investment strategy
that involves building enterprises in both the private and public
markets. Additional information can be found at
starwoodcapital.com.
Forward-Looking Statements
The information contained in 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.
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. Statements, among others,
relating to TRTX’s ability to close the announced private
placement, including the two potential future tranches and generate
future growth and deliver returns are forward-looking statements,
and TRTX and Starwood Capital cannot assure you that each will
achieve such results. The ability of TRTX and Starwood Capital to
predict future events or conditions or their impact or the actual
effect of existing or future plans or strategies is inherently
uncertain, in particular due to the uncertainties created by the
COVID-19 pandemic. Although TRTX and Starwood Capital believe 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. You are cautioned not to place undue
reliance on these forward‐looking statements, which reflect TRTX’s
and Starwood Capital’s view only as of the date of this press
release. Except as required by law, neither TRTX nor Starwood
Capital nor any other person assumes responsibility for the
accuracy and completeness of the forward‐looking statements
appearing in this press release. TRTX and Starwood Capital do 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200529005400/en/
INVESTOR RELATIONS CONTACT +1 (212) 405-8500 IR@tpgrefinance.com
MEDIA CONTACT TPG RE Finance Trust, Inc. Luke Barrett and Courtney
Power +1 (415) 743-1550 media@tpg.com Starwood Capital Group Tom
Johnson Abernathy MacGregor tbj@abmac.com
TPG Real Estate Finance (NYSE:TRTX)
Historical Stock Chart
From Mar 2024 to Apr 2024
TPG Real Estate Finance (NYSE:TRTX)
Historical Stock Chart
From Apr 2023 to Apr 2024