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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 24, 2021

 

 

TPG RE Finance Trust, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Maryland   001-38156   36-4796967

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

888 Seventh Avenue, 35th Floor, New York, New York 10106

(Address of Principal Executive Offices) (Zip Code)

(212) 601-4700

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.001 per share   TRTX   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 2.02

Results of Operations and Financial Condition.

On February 24, 2021, TPG RE Finance Trust, Inc. (the “Company”) issued an earnings release and supplemental financial information presentation announcing its financial results for the quarter and year ended December 31, 2020. Copies of the earnings release and supplemental financial information presentation are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

The information in Item 2.02 of this Current Report, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, unless it is specifically incorporated by reference therein.

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 24, 2021, Greta Guggenheim notified the board of directors (the “Board”) of the Company of her retirement from her role as chief executive officer and director of the Company, effective March 31, 2021.

Matthew Coleman will assume day-to-day responsibility for the Company’s management in his capacity as president, effective immediately. Mr. Coleman, age 44, has served as the Company’s president since July 2020. Mr. Coleman served as vice president of the Company from February 2016 to July 2020. Mr. Coleman is a partner of TPG Global, LLC (“TPG”) and is a partner and the chief operating officer of TPG Real Estate, TPG’s real estate investment platform. Before joining TPG in 2012, Mr. Coleman was a senior vice president of the real estate private equity group at D. E. Shaw & Co., L.P. From 2000 through 2005, Mr. Coleman was an attorney in the New York office of Cravath, Swaine & Moore LLP, where he practiced in the areas of mergers and acquisitions, leveraged finance, and securities. Mr. Coleman graduated summa cum laude from Wake Forest University with a B.A. in Economics and was elected to Phi Beta Kappa. He earned a J.D. from Yale Law School, where he served as an editor of the Yale Law Journal and as the editor-in-chief of the Yale Journal on Regulation. Mr. Coleman currently serves on the boards of directors of Bluegrass Senior Living, Tempore Properties, and Campus Student Housing.

 

Item 7.01

Regulation FD Disclosure.

On February 24, 2021, the Company issued a press release (the “press release”) announcing Ms. Guggenheim’s retirement from her role as chief executive officer and director of the Company, effective March 31, 2021. A copy of the press release is furnished as Exhibit 99.3 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 7.01.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
    No.    

  

Description

99.1    Earnings Release, dated February 24, 2021
99.2    Supplemental Financial Information Presentation for the Quarter and Year Ended December 31, 2020
99.3    Press Release, dated February 24, 2021
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

TPG RE Finance Trust, Inc.
By:  

/s/ Robert Foley

Name:   Robert Foley
Title:   Chief Financial Officer

Date: February 24, 2021

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