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United States securities and exchange commission logo
September 28, 2021
Jon Winkelried
Chief Executive Officer
TPG Partners, LLC
301 Commerce Street, Suite 3300
Fort Worth, TX 76102
Re: TPG Partners, LLC
Draft Registration
Statement on Form S-1
Submitted September
1, 2021
CIK No. 0001880661
Dear Mr. Winkelried:
We have reviewed your 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.
Draft Registration Statement on Form S-1 submitted September 1, 2021
Market, Industry and Certain Other Information, page ii
1. We note from your
disclosure on page ii that your prospectus includes industry and
market data obtained
from sources outside the company. To the extent that you have relied
on any reports or
studies that you commissioned from third party sources to support your
disclosure, please
provide the consents of these third parties with your next amendment or
tell us why you believe
that you are not required to do so. Further, we remind you that you
may not disclaim
liability for the contents of the prospectus.
Jon Winkelried
FirstName LastNameJon Winkelried
TPG Partners, LLC
Comapany 28,
September NameTPG
2021 Partners, LLC
September
Page 2 28, 2021 Page 2
FirstName LastName
Prospectus Summary, page 1
2. Please provide a graphic in the Summary to illustrate the company's
organizational
structure prior to the restructuring, in addition to the
organizational chart on page 16.
3. Balance the disclosure concerning the company's growth on pages two
and three of the
Summary by explaining that past performance is not always predictive
of future growth.
4. Please briefly describe here what you mean by alternative asset
manager. Please provide
us with support for your statement that you have delivered superior
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.
Risk Factors, page 24
5. Provide a separate risk factor to explain what sectors the company has
invested in in
China, including the risks associated with doing a particular type of
business under
Chinese government regulation. In addition, address the risks to the
company of investing
in companies with significant operations in China, and disclose the
relative importance of
operations in China to the company.
6. In your discussion of regulatory initiatives in jurisdictions outside
the United States on
page 87, please provide additional information regarding what portion
of the company's
business is conducted in Hong Kong, and the degree to which the
company's funds and
funds portfolio companies have personnel or assets located in Hong
Kong that could be
impacted by The National Security Law.
7. In the section devoted to risks related to your industry, please
provide a discussion of
environmental and climate risks related to the company's business, or
tell us why you do
not believe such risks are material. To the extent that you believe
investors in the
securities offered may be impacted by climate related events,
including, but not limited to,
an increase in catastrophic events related to climate change, or
existing or pending
legislation or regulation that relates to climate change, please
consider revising your
disclosure to describe these risks in greater detail. See the
Commission s Guidance
Regarding Disclosure Related to Climate Change, Interpretive Release
No. 33-9106
(February 8, 2010).
The historical returns attributable our funds, page 33
8. We note you discuss that general market conditions may have impacted
your funds'
returns. Please discuss recent market conditions and how that is
impacting your
investments, so that investors may assess the risk of any change in
current market
conditions.
Jon Winkelried
FirstName LastNameJon Winkelried
TPG Partners, LLC
Comapany 28,
September NameTPG
2021 Partners, LLC
September
Page 3 28, 2021 Page 3
FirstName LastName
Our funds invest in companies that are based outside of the United States, page
36
9. We note your disclosure here that your funds invest in some companies
based outside the
United States. Please include disclosure in this risk factor of the
countries outside the
United States where your funds invest in companies, or the highest
concentration of your
investment in companies in particular countries, based on materiality,
so that investors
may assess the risk.
Our amended and restated certificate of incorporation, page 71
10. We note the disclosure that your amended and restated certificate of
incorporation also
provides that, unless you consent in writing to an alternative forum,
the federal district
courts of the United States of America shall be the sole and exclusive
forum for the
resolution of any action asserting a claim arising under the
Securities Act. As to this,
please also disclose here that Section 22 of the Securities Act
creates concurrent
jurisdiction for federal and state courts over all suits brought to
enforce any duty or
liability created by the Securities Act or the rules and regulations
thereunder. In that
regard, please clarify as to that provision, there is uncertainty as
to whether a court would
enforce such provision and also state that investors cannot waive
compliance with the
federal securities laws and the rules and regulations thereunder.
Use of Proceeds, page 103
11. We note your reference at the top of page 5 to the company's strategy
of acquisitive
growth. We further note the disclosure on page 103 that certain of the
offering proceeds
will be used for general corporate purposes. If you have any current
plans for additional
acquisitions, please disclose them here, or clarify that you have no
current acquisition
plans. Refer to Item 4 of Form S-1 and Item 504 of Regulation S-K.
12. We note the disclosure regarding the Use of Proceeds to purchase
Common units either
from certain existing owners of TPG Operating Group and to acquire
newly issued
Common Units in a primary contribution. Please clarify what is meant
by the "newly
acquired Common Units," and if that relates to steps in the
Reorganization.
Unaudited Pro Forma Non-GAAP Balance Sheet Measures, page 125
13. Please revise your disclosure of the non-GAAP measure of Net Book
Value to provide a
reconciliation from the corresponding GAAP amounts to the disclosed
amounts for each
of the individual components of total book assets and total book
liabilities.
The Rise of Growth-Oriented Investing
Assets Under Management CAGR, page 179
14. Please clarify what the table showing the percentages is intended to
show. Also, please do
not use compound annual growth rate without also providing the year to
year data.
Because CAGR only represents two discrete snapshots in time, but does
not show trends
Jon Winkelried
TPG Partners, LLC
September 28, 2021
Page 4
or events during the period represented, please balance your
disclosure by also including
the annual rates for the periods represented. Similarly revise the
chart at page 180, or
advise.
Regulation under the Investment Company Act, page 203
15. Please provide us with information and analysis under Section 3 of the
Investment
Company Act of 1940 ("1940 Act") with respect to whether the Company
is an
investment company within the meaning of the Act. As part of the
response, please
identify and explain (including a detailed calculation on an
unconsolidated basis) what
assets are held by the Company are "investment securities" for the
purposes of Section 3
of the 1940 Act, as well as identifying the percentage of the value of
the Company's total
assets that are "investment securities." As part of your response
please also include an
analysis of any exemptions you rely upon, if applicable, or advise.
Please note that we
may refer your response to the Division of Investment Management for
further review.
General
16. Please provide us copies of all written communications, as defined in
Rule 405 under the
Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential
investors in reliance on Securities Act Rule 163B, whether or not they
retain copies of the
communications.
17. Please provide us with mock-ups of pages that include any additional
pictures or graphics
to be presented, including any captions you intend to use. In
considering your schedule for
printing and distributing the preliminary prospectus, keep in mind
that we may have
comments on the materials.
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 Julia 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
September 28, 2021 Page 4 Office of
Finance
FirstName LastName