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.”
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.
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.
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