Prospectus Supplement
(To Prospectus dated August 7, 2018)
TPG RE Finance Trust, Inc.
7,000,000 Shares
6.25%
Series C Cumulative Redeemable Preferred Stock
TPG RE Finance
Trust, Inc. is offering 7,000,000 shares of our 6.25% Series C Cumulative Redeemable Preferred Stock (the Series C Preferred Stock or the Shares).
When, as, and if authorized by our board of directors and declared by us, dividends on the Series C Preferred Stock will be payable quarterly in
arrears on or about March 30, June 30, September 30, and December 30 of each year at a rate per annum equal to 6.25% per annum of the $25.00 liquidation preference. Dividends on the Shares are cumulative. The first dividend on
the Series C Preferred Stock sold in this offering will be paid on September 30, 2021 (long first dividend period), will cover the period from, and including, June 14, 2021 to, but not including, September 30, 2021 and will be in the
amount of $0.4601 per share.
On and after June 14, 2026, we may, at our option, redeem the Series C Preferred Stock, in whole, at any
time, or in part, from time to time, at a price of $25.00 per share of Series C Preferred Stock plus accrued and unpaid dividends (whether or not declared), if any. See Description of Series C Preferred StockRedemption. If a Change
of Control Event (defined herein) occurs, we may, at our option, redeem the Series C Preferred Stock, in whole or in part, within 120 days after the first date on which such Change of Control occurred by paying $25.00 per share of Series C Preferred
Stock, plus any accrued and unpaid dividends (whether or not declared) to, but not including, the date of redemption. To the extent that we exercise our redemption right relating to the Series C Preferred Stock, the holders of Series C Preferred
Stock will not be permitted to exercise the conversion right described below in respect of their Shares called for redemption. See Description of Series C Preferred StockSpecial Optional Redemption. The Series C Preferred Stock has
no maturity date and will remain outstanding indefinitely unless redeemed by us or converted in connection with a Change of Control by the holders of Series C Preferred Stock.
Except to the extent that we have elected to redeem the Series C Preferred Stock in whole or in part, as described above, prior to the Change of
Control Conversion Date (as defined herein), upon the occurrence of a Change of Control, each holder of Series C Preferred Stock will have the right to convert some or all of the Series C Preferred Stock held by such holder on the Change of Control
Conversion Date into a number of shares of our common stock per share of Series C Preferred Stock to be converted equal to the lesser of:
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the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any
accrued and unpaid dividends (whether or not declared) to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series C Preferred Stock dividend payment and prior to the
corresponding Series C Preferred Stock dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in this sum) by (ii) the Common Stock Price (as defined herein); and
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3.723, subject to certain adjustments;
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subject, in each case, to provisions for the receipt of alternative consideration as described in this prospectus supplement.
The Shares will rank senior to our common stock and any class or series of our capital stock expressly designated as ranking junior to the
Series C Preferred Stock as to distribution rights and rights upon our liquidation, dissolution or winding up, equally with our outstanding Series B Cumulative Redeemable Preferred Stock (the Series B Preferred Stock) and any class or
series of our capital stock expressly designated as ranking on parity with the Series C Preferred Stock as to dividend rights and rights upon our liquidation, dissolution or winding up, and junior to any class or series of our capital stock
expressly designated as ranking senior to the Series C Preferred Stock as to dividend rights and rights upon our liquidation, dissolution or winding up. See Description of Series C Preferred StockRanking. The Shares will not have
any voting rights, except as set forth under Description of Series C Preferred StockVoting Rights.
We conduct our
operations as a real estate investment trust (REIT) for U.S. federal income tax purposes. The Series C Preferred Stock is subject to certain restrictions on ownership designed to, among other things, preserve our qualification as a REIT
for U.S. federal income tax purposes. See Description of Series C Preferred StockRestrictions on Ownership and Transfer in this prospectus supplement.
No current market exists for the Series C Preferred Stock. We intend to apply to list the Series C Preferred Stock on the New York Stock
Exchange (the NYSE) under the symbol TRTX PRC. If the application is approved, we expect trading of the Series C Preferred Stock on the NYSE to begin within 30 days after the Series C Preferred Stock is first issued. Our
common stock is traded on the NYSE under the symbol TRTX. This is the original issuance of the Series C Preferred Stock.
Investing in the Series C Preferred Stock involves risks. See Risk Factors beginning on page S-9 of this prospectus supplement and in Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2020 and in Part II, Item 1A in our Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2021 for a discussion of certain risk factors you should consider before making a decision to invest in the Series C Preferred Stock.
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Per Share
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Total
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Public offering price
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$
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25.00
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$
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175,000,000
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Underwriting discount
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$
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0.7875
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$
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5,512,500
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Proceeds, before expenses, to us (1)
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$
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24.2125
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$
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169,487,500
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(1)
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Assumes no exercise of the underwriters over-allotment option described below.
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The underwriters have the option to purchase up to an additional 1,050,000 shares of Series C Preferred Stock from us,
solely to cover over-allotments, at the public offering price less the underwriting discount, exercisable at any time or from time to time within 30 days after the date of this prospectus supplement.
Neither the Securities and Exchange Commission nor any state or other securities commission has approved or disapproved of these securities
or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters expect that the Shares will be delivered to purchasers in global form through the book-entry delivery system of The Depository
Trust Company on or about June 14, 2021.
Joint
Book-Running Managers
Raymond
James
TPG Capital BD, LLC
Prospectus Supplement dated June 7, 2021.