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United States securities and exchange commission logo
November 22, 2021
Jon Winkelried
Chief Executive Officer
TPG Partners, LLC
301 Commerce Street, Suite 3300
Fort Worth, TX 76102
Re: TPG Partners, LLC
Amendment No. 1 to
Draft Registration
Statement on Form S-1
Submitted November
5, 2021
CIK No. 0001880661
Dear Mr. Winkelried:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 filed
November 5, 2021
Prospectus Summary, page 1
1. In response to prior
comment 4, please provide a description, early in the Prospectus, as to
why you are an
"alternative" asset manager, as distinct from non-alternative asset
managers. If you
believe that you are distinct from other asset managers because of the
way your business is
organized, but are not otherwise distinct, clarify that in the
disclosure. Also,
provide us with support for your statement that you have delivered
attractive
risk-adjusted returns or revise to state that as a belief. Similarly provide us
support for your
statement that you have a distinctive approach and innovative platforms,
or revise to state
those as beliefs as well.
Jon Winkelried
FirstName LastNameJon Winkelried
TPG Partners, LLC
Comapany 22,
November NameTPG
2021 Partners, LLC
November
Page 2 22, 2021 Page 2
FirstName LastName
Risk Factors, page 28
2. We note your response to comment 5. Please revise your disclosure to
clearly state which
industries the company has invested in in China, and state any
material risks associated
with each particular industry, or advise.
3. In responding to comment 6, please quantify in the disclosure what
portion of the
company's business and assets are in Hong Kong.
Our funds invest in companies that are based outside of the United States, page
41
4. Please balance your statement on page 41 that of the funds invested
outside of the United
States, China is second only to India as a location for that
investment with your statement
on page 43 that "our current investments in companies with significant
Chinese operations
represent a relatively minor portion of our overall portfolio."
Changes in China's governmental policies could have an adverse effect on our
business, page 43
5. We note your response to our prior comment 5 and the disclosure that
your current
investments in companies with significant Chinese operations
represents a relatively
minor portion of your overall portfolio. Please quantify your
investments in companies
with significant Chinese or Hong Kong operations to the extent
practicable so that
investors can assess the risk or advise. Please tell us if you have
any funds that only
contain investments in Chinese and/or Hong Kong based companies.
Please also discuss
risks arising from the legal system in China, including risks that the
Chinese government
may intervene or influence the operations of the Chinese or Hong Kong
companies you
have investments in at any time, which ultimately may affect your
investment in those
companies. Please also provide summary risk factor disclosure of the
risks regarding your
investments in China or Hong Kong based companies with a
cross-reference to the more
detailed risk factor disclosure later in the prospectus.
Use of Proceeds, page 110
6. We note your response to our prior comment 11. Please also clarify in
your disclosure
that the company does not currently have plans for future
acquisitions.
Regulation under the Investment Company Act, page 215
7. We note your response to our prior comment 15. We have referred your
response to this
comment to the Division of Investment Management for further review.
Please note that
the Division of Investment Management may have further comment after
reviewing your
response.
Jon Winkelried
TPG Partners, LLC
November 22, 2021
Page 3
You may contact John Spitz at 202-551-3484 or Ben Phippen at
202-551-3697 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Julie Griffith at 202-551-3267 or Susan Block at 202-551-3210 with any
other questions.
FirstName LastNameJon Winkelried Sincerely,
Comapany NameTPG Partners, LLC
Division of
Corporation Finance
November 22, 2021 Page 3 Office of Finance
FirstName LastName