TPG Private Equity Opportunities LP

05/13/2026 | Press release | Distributed by Public on 05/13/2026 15:10

Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis should be read in conjunction with the unaudited condensed financial statements and the related notes of TPG Private Equity Opportunities, L.P. and the unaudited condensed consolidated financial statements and the related notes of T-POP US Aggregator (CYM), L.P. both included within this Quarterly Report on Form 10-Q.
In this Quarterly Report on Form 10-Q, or this "report," we refer to TPG Private Equity Opportunities, L.P. and its consolidated subsidiaries as "we," "us," the "Fund," "T-POP," or "our," unless we specifically state otherwise or the context indicates otherwise. We refer to our investment adviser, T-POP Management Company, LLC, as the "Management Company" and we refer to the direct parent company of the Management Company, TPG Solutions Advisors, LLC., as "Solutions Advisors."
Overview
On June 2, 2025, TPG launched the T-POP Fund Complex, TPG's perpetual private equity solution for eligible individual investors, that provides greater access to TPG's private equity platform. Our investment objectives are to deliver medium- to long-term capital appreciation and, to a lesser extent, generate modest current income. T-POP is structured as a perpetual-life strategy, with monthly, fully funded subscriptions and periodic redemption offers, which we believe enables investors to better manage exposure to the private equity asset class and achieve the potential benefits of compounding returns.
We invest primarily in privately negotiated, equity-oriented investments ("Private Equity Investments"), leveraging the talent and investment capabilities of TPG's private equity platform (the "PE Platform") to create an attractive portfolio of alternative investments diversified across geographies and sectors. Our General Partner and our Management Company are affiliates of TPG.
Our investment strategy includes investments in (i) Buyout transactions, which are large-scale investments, where TPG typically takes a control position in private companies, including carve-outs of business units from large corporations; (ii) Growth transactions where we acquire control or significant minority investments in growth-oriented private middle-market companies; and (iii) General Partner (GP)-led secondaries where we primarily invest in single asset continuation vehicles, alongside GPs using these investments as a means of holding what we believe to be their best assets for longer, with the GP typically rolling a substantial majority of its economics. T-POP may also pursue primary commitments to, and/or secondary market purchases of existing investments in, certain investment funds managed by TPG and third-party managers, as well as other investments that the General Partner determines are suitable for T-POP in its sole discretion. Over time, TPG expects that T-POP's investment portfolio will include a broad pool of private equity assets that will be diversified across sector, geography, industry, market capitalization, and transaction type. T-POP will also generally seek to invest up to 20% of its net asset value in debt and other securities, including but not limited to, debt instruments, cash and money market funds, which may be used to provide a potential source of liquidity, generate current income and facilitate capital deployment (collectively, "Debt and Other Securities", and together with Private Equity Investments, "Investments"). Proceeds generated by the realization of Investments are intended primarily to be redeployed into additional transactions, which is expected to drive significant compounding of asset value over time.
Recent Developments
For the three months ended March 31, 2026, the T-POP Fund Complex completed direct purchases of investments for $325.8 million. As of March 31, 2026, the T-POP Fund Complex's portfolio consists of 46 closed Private Equity Investments. As of March 31, 2026, the T-POP Fund Complex holds $221.9 million in money market funds.
Performance Summary
The total returns by each class of Investor Units at the Registrant are as follows:
March 31, 2026
Unit Class Inception To Date Total Return
Class R-I Units
25.23 %
Class R-S Units
24.32 %
Class R-D Units
18.72 %
_______________
•Inception to date return is from June 2, 2025 for Class R-I and Class R-S. The inception to date return for Class R-D is from July 01, 2025.
•Returns shown reflect the percent change in the Transactional NAV per unit from the beginning of the applicable period, plus the amount of any distribution per unit declared in the period. Returns shown are reflective of each unit class and not of an individual investor. The Fund believes total return is a useful measure of overall investment performance of our Units.
Investment Portfolio Composition
The charts below present the diversification of the T-POP Fund Complex's portfolio companies by strategy, sector and geography based on the fair value of our Private Equity Investments as of March 31, 2026. The T-POP Fund Complex's investments into funds managed by TPG are presented on a look-through basis with respect to underlying portfolio companies.
_______________
•% of fair value represents T-POP Fund Complex's sum of Investments at Fair Value and Affiliated Investee Funds.
•Geography is generally based on the region where each investment is headquartered.
As of March 31, 2026, the T-POP Fund Complex's top 10 Private Equity Investments, based on fair value, were:
Company Strategy Geography Sector
Creative Planning Buyout N. America Business Services
Surescripts Buyout N. America Healthcare
AvidXchange Holdings Inc Buyout N. America Technology
DirecTV Buyout N. America Technology
Pike Buyout N. America Energy Transition
Conservice Buyout N. America Business Services
Novotech
Buyout Asia & Australia Healthcare
Aven Hospitality Buyout N. America Technology
Velotic Buyout N. America Technology
Irth Solutions Buyout N. America Technology
_______________
•Investments in unaffiliated and affiliated investee funds are presented on a look-through basis with respect to the underlying portfolio company.
Supplemental Schedule of Investments
T-POP invests all or substantially all of its assets in the Aggregator. The Aggregator, then in turn, invests all or substantially all of its assets in the T-POP Investment Holdings Entities which hold (directly or indirectly) investments in private equity strategies. The following Schedule of Investments presents the T-POP Fund Complex's holdings on a look-through basis as of March 31, 2026. Investments held by the T-POP Investment Holdings Entities are shown based on the T-POP Fund Complex's proportional ownership to provide a comprehensive view of the underlying investment exposure by sector and geography based on the fair value of the underlying investments as of March 31, 2026 ($ in thousands).
Issuer T-POP Investment Holdings Entity Core Sector
Geography(a)
Valuation Level
Fair Value ($)(c)
Fair Value as Percentage of Net Assets (%)(d)
Portfolio Companies
Commercial and Professional Services
Other Investment in Portfolio Company(b)
T-POP Investment Holdings VI, L.P. Business Services N. America Level III $ 55,005 3.1 %
Total Commercial and Professional Services 55,005 3.1 %
Consumer Services
Other Investment in Portfolio Company(b)
T-POP Investment Holdings I, L.P. Consumer N. America Level III 23,981 1.4 %
Other Investment in Portfolio Company(b)
T-POP Investment Holdings II, L.P. Technology N. America Level III 20,000 1.1 %
Total Consumer Services 43,981 2.5 %
Energy Transition
Other Investment in Portfolio Company(b)
T-POP Investment Holdings II, L.P. Energy Transition N. America Level III 22,067 1.3 %
Other Investment in Portfolio Company(b)
T-POP Investment Holdings II, L.P. Energy Transition Europe Level III 6,714 0.4 %
Total Energy Transition 28,781 1.7 %
Financial Services
Creative Planning T-POP Investment Holdings I, L.P. Business Services N. America Level III 122,337 7.0 %
Other Investments in Portfolio Companies(b)
T-POP Investment Holdings IV, L.P. Business Services N. America Level III 50,827 2.9 %
Total Financial Services 173,164 9.9 %
Issuer T-POP Investment Holdings Entity Core Sector
Geography(a)
Valuation Level
Fair Value ($)(c)
Fair Value as Percentage of Net Assets (%) (d)
Health Care Equipment & Services
Other Investment in Portfolio Company(b)
T-POP Investment Holdings I, L.P. Healthcare N. America Level III 58,784 3.4 %
Other Investment in Portfolio Company(b)
T-POP Investment Holdings II, L.P. Healthcare N. America Level III 6,008 0.3 %
Other Investments in Portfolio Companies(b)
T-POP Investment Holdings III, L.P. Healthcare Asia Level III 15,482 0.9 %
Other Investment in Portfolio Company(b)
T-POP Investment Holdings IV, L.P. Healthcare N. America Level III 28,641 1.6 %
Other Investment in Portfolio Company(b)
T-POP Investment Holdings IV, L.P. Healthcare Asia Level III 13,923 0.8 %
Other Investment in Portfolio Company(b)
T-POP Investment Holdings IV, L.P. Healthcare Europe Level III 39,686 2.3 %
Other Investment in Portfolio Company(b)
T-POP Investment Holdings V, L.P. Healthcare N. America Level III 14,610 0.8 %
Other Investment in Portfolio Company(b)
T-POP Investment Holdings VI, L.P. Healthcare N. America Level III 75,000 4.3 %
Total Health Care Equipment & Services 252,134 14.4 %
Media & Entertainment
Other Investment in Portfolio Company(b)
T-POP Investment Holdings I, L.P. Technology N. America Level III 56,353 3.2 %
Total Media & Entertainment 56,353 3.2 %
​
Pharmaceuticals, Biotechnology & Life Sciences
Other Investment in Portfolio Company(b)
T-POP Investment Holdings III, L.P. Healthcare Asia Level III 49,978 2.9 %
Other Investment in Portfolio Company(b)
T-POP Investment Holdings II, L.P. Healthcare Europe Level III 22,505 1.3 %
Total Pharmaceuticals, Biotechnology & Life Sciences 72,483 4.2 %
Issuer T-POP Investment Holdings Entity Core Sector
Geography(a)
Valuation Level
Fair Value ($)(c)
Fair Value as Percentage of Net Assets (%) (d)
Software & Services
Other Investments in Portfolio Companies(b)
T-POP Investment Holdings I, L.P. Technology N. America Level III 105,221 6.0 %
Other Investment in Portfolio Company(b)
T-POP Investment Holdings I, L.P. Technology Europe Level III 36,891 2.1 %
Other Investment in Portfolio Company(b)
T-POP Investment Holdings II, L.P. Technology N. America Level III 20,008 1.1 %
Other Investment in Portfolio Company(b)
T-POP Investment Holdings III, L.P. Technology N. America Level III 40,230 2.3 %
Other Investments in Portfolio Companies(b)
T-POP Investment Holdings III, L.P. Technology Asia Level III 38,306 2.2 %
Other Investments in Portfolio Companies(b)
T-POP Investment Holdings IV, L.P. Technology N. America Level III 85,003 4.9 %
Other Investments in Portfolio Companies(b)
T-POP Investment Holdings V, L.P. Technology N. America Level III 92,832 5.3 %
Total Software & Services 418,491 23.9 %
Technology Hardware and Equipment
Other Investment in Portfolio Company(b)
T-POP Investment Holdings II, L.P. Technology N. America Level III 15,600 0.9 %
Total Technology Hardware and Equipment 15,600 0.9 %
Utilities
Other Investment in Portfolio Company(b)
T-POP Investment Holdings II, L.P. Energy Transition Europe Level III 29,399 1.7 %
Other Investment in Portfolio Company(b)
T-POP Investment Holdings II, L.P. Energy Transition N. America Level III 55,005 3.1 %
Total Utilities 84,404 4.8 %
Total Portfolio Companies (Cost $809,290 North America, $128,090 Europe, $110,471 Asia)
1,200,396 68.6 %
Issuer T-POP Investment Holdings Entity Core Sector
Geography(a)
Valuation Level
Fair Value ($)(c)
Fair Value as Percentage of Net Assets (%) (d)
Unaffiliated Investee Funds
Consumer Services
Other Investment in Unaffiliated Investee Fund(b)
T-POP Investment Holdings VII, L.P. Consumer N. America NAV 35,230 2.0 %
Other Investment in Unaffiliated Investee Fund(b)
T-POP Investment Holdings III, L.P. Consumer Asia NAV 3,945 0.2 %
Other Investment in Unaffiliated Investee Fund(b)
T-POP Investment Holdings VII, L.P. Consumer Europe NAV 34,386 2.0 %
Total Consumer Services 73,561 4.2 %
Health Care Equipment & Services
Other Investment in Unaffiliated Investee Fund(b)
T-POP Investment Holdings VII, L.P. Healthcare Europe NAV 14,140 0.8 %
Total Health Care Equipment & Services 14,140 0.8 %
Software & Services
Other Investments in Unaffiliated Investee Funds(b)
T-POP Investment Holdings VII, L.P. Technology N. America NAV 57,233 3.3 %
Other Investments in Unaffiliated Investee Fund(b)
T-POP Investment Holdings VI, L.P. Technology N. America NAV 9,467 0.5 %
Other Investments in Unaffiliated Investee Fund(b)
T-POP Investment Holdings VI, L.P. Technology Europe NAV 37,042 2.1 %
Total Software & Services 103,742 5.9 %
Total Unaffiliated Investee Funds (Cost $86,087 N. America, $76,075 Europe, $2,617 Asia)
191,443 10.9 %
Issuer T-POP Investment Holdings Entity Core Sector
Geography(a)
Valuation Level
Fair Value ($)(c)
Fair Value as Percentage of Net Assets (%) (d)
Affiliated Investee Funds
Financial Services
Growth VI T-POP Investment Holdings IV, L.P. Various N. America NAV 87,794 5.0 %
Total Financial Services 87,794 5.0 %
GP-Led Secondaries
Other Investment in Affiliated Investee Fund(b)
T-POP Investment Holdings VII, L.P. Various N. America NAV 55,387 3.2 %
Total GP-Led Secondaries 55,387 3.2 %
Total Investments (Cost $123,067 North America)
143,181 8.2 %
Derivative Instruments
Derivative Asset T-POP Investment Holdings II, L.P. 659 - %
Derivative Asset T-POP Investment Holdings IV, L.P. 1,359 0.1 %
Derivative Asset T-POP Investment Holdings VII, L.P. 325 - %
Derivative Liability T-POP Investment Holdings I, L.P. (452) - %
Derivative Liability T-POP Investment Holdings III, L.P. (295) - %
Total Derivative Instruments 1,596 - %
Total Investments (Cost $1,018,444 North America,$204,165 Europe, $113,088 Asia)
$ 1,536,616 87.7 %
_______________
(a)Europe includes Europe and Middle East; Asia includes Asia and Australia.
(b)There were no single investments included in this category that exceeded 5% of net assets.
(c)The amounts presented reflect the T-POP Fund Complex's proportionate interest in the Aggregator's investment portfolio on a look-through basis. As of March 31, 2026, T-POP held a 79.0% ownership interest in the Aggregator. The remaining interest was held by a Parallel Investment Entity.
(d)Net Assets used to calculate the percentage pertains to the Net Assets of the Aggregator allocated to the T-POP Fund Complex.
Line of Credit
On August 26, 2025, a subsidiary of the Aggregator entered into an unsecured, uncommitted Line of Credit with TPG Operating Group II, L.P., an affiliate of the Fund. The facility provides the Aggregator with a maximum borrowing capacity of up to $250.0 million in aggregate principal amount. See Note 5. 'Line of Credit Arrangement" within the Notes to Condensed Consolidated Financial Statements of the Aggregator for additional information.
Business Environment
T-POP is generally reliant on TPG to source and execute private equity transactions. Changes in global economic conditions and regulatory or other governmental policies or actions can materially affect the values of funds managed by TPG, as well as our ability to source attractive investments and deploy the capital that we have raised. However, we believe our disciplined investment philosophy across our diversified investment platforms and our shared investment themes focusing on attractive and resilient sectors of the global economy has historically contributed to the stability of our performance throughout market cycles.
Changes in global economic conditions and regulatory or other governmental policies or actions can materially affect the values of funds managed by TPG, as well as our ability to source attractive investments and deploy the capital that we have raised. However, we believe our disciplined investment philosophy across our diversified investment platforms and our shared investment themes focusing on attractive and resilient sectors of the global economy has historically contributed to the stability of our performance throughout market cycles.
The first quarter of 2026 was defined by a pivot toward volatility and defensive positioning by investors. Market sentiment was primarily pressured by the dual threats of an escalating Middle Eastern conflict, which disrupted global energy stability and ignited a commodity rally, alongside deepening concerns regarding the disruptive impact of artificial intelligence on legacy business models. Although the U.S. economy displayed underlying strength through steady growth and a resilient labor market, these geopolitical and structural shocks reignited inflationary pressures, forcing the Federal Reserve to halt its easing cycle and adopt a more hawkish stance. Consequently, a climate of strategic caution prevails as market participants maintain a defensive orientation, seeking greater visibility into the eventual resolution of these intersecting geopolitical, secular and macroeconomic uncertainties.
Equities reversed their positive momentum from recent quarters, with the S&P 500 and Dow Jones Industrial Average declining 4.6% and 3.6%, respectively. Performance diverged sharply by sector: energy, materials and utilities surged 37.2%, 9.3% and 7.5%, respectively, on the back of a commodity rally fueled by the Iran conflict. Conversely, financials, information technology and consumer discretionary lagged with declines of 9.8%, 9.3% and 9.3%, respectively, as investors reassessed valuations amid concerns over artificial intelligence disruption to legacy business models and the potential impact of widening conflict on prices and consumer spending. Global equity indices demonstrated relative resilience, with the MSCI Europe Index declining 1.5% and the MSCI Asia Pacific index falling 0.5%, outperformance largely attributable to their lower exposure to technology and software businesses.
Economic indicators in the first quarter of 2026 reflected the impact of geopolitical disruption and persistent inflation. The Consumer Price Index, which had declined toward 2.6% in early February, reversed course following the Middle Eastern conflict, rising to approximately 3.0% to 3.5% by quarter-end as energy and food prices increased. Core inflation, excluding food and energy, remained elevated at 3.2% to 3.4% throughout the quarter. The unemployment rate stood at 4.3% in January and stabilized near 4.4% to 4.5% through March. Monthly job gains averaged 150,000 to 180,000, consistent with the low-hire, low-fire labor market environment established in late 2025. U.S. real GDP growth tracked between 2.0% and 3.0% for the quarter according to the Federal Reserve Bank of Atlanta's GDPNow model.
The Federal Reserve held interest rates steady at its March meeting, maintaining the target range at 3.50% to 3.75%. This marked a pause in the easing cycle that began in late 2024, with no rate cuts implemented during Q1 2026. The Board of Governors of the Federal Reserve System (the "Fed") adopted a more hawkish tone, signaling that rate cuts previously expected for 2026 were now unlikely, influenced by renewed inflation pressures from Middle Eastern conflict and resilient labor market conditions. Market participants shifted from pricing in multiple cuts to pricing in zero cuts for the remainder of the year.
The U.S. Treasury yield curve flattened in the first quarter, driven by a sell-off at the long end of the curve. Following the geopolitical shock and hawkish repricing of Federal Reserve policy, yields across Treasuries rose quarter over quarter. Yields on 10-year and 30-year Treasuries increased by approximately 30 to 40 basis points, while shorter maturities rose by roughly 15 to 20 basis points. Treasury yields reversed their late-2025 decline, moving higher as markets abandoned expectations for near-term rate cuts.
In corporate credit markets, both U.S. and European high yield generated negative performance in the first quarter of 2026. According to J.P. Morgan data, U.S. high yield was down 0.3% and the European market returned 1.5% during the three-month period. In the United States, high yield bond spreads widened by 41 basis points during the quarter to 355 basis points compared to 314 at the start of the year. In Europe, high yield spreads widened by 67 basis points during the quarter to 412 basis points, up from 345 at the beginning of the year. The high yield default rate, measured on a trailing twelve-month basis, increased from 1.9% to 2.1% in the United States and modestly decreased from 3.2% to 3.1% in Europe. Additionally, the J.P. Morgan U.S. Leveraged Loan Index posted a (0.4%) return, and the J.P. Morgan European Leveraged Loan Index posted a (1.0%) return for the first quarter of 2026. From a spread and yield basis, the U.S. Leveraged Loan Index ended the quarter at a yield of 8.4% and 484 basis point spread, while the European Leverage Loan Index ended the quarter at a yield of 8.3% and 547 basis point spread.
Key Financial Measures
Our key financial and operating measures are discussed below:
Revenues
Through its investment in the Aggregator, T-POP generates income primarily from investments in portfolio companies, affiliated or unaffiliated funds, and debt and other securities, which consist of dividend income and interest income.
Dividend and Interest Income. Dividend income consists of (i) dividend income from portfolio companies and (ii) dividend income from investments in money market funds. Dividend income from our portfolio companies is recorded on the ex-dividend date, or, in the absence of a formal declaration of a record date, on the date when cash is received from the relevant portfolio company, but excludes any portion of distributions that are treated as a return of capital. Each distribution received from a portfolio company is evaluated to determine if the distribution should be recorded as dividend income or a return of capital. Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment. Dividend income from money market funds with financial institutions is recorded on an accrual basis to the extent that the Fund expects to collect such amounts. For the three months ended March 31, 2026, dividend income consists of income from money market funds. Interest Income consists primarily of income from debt and other securities.
Expenses
Organizational and Offering Expenses. Organizational and offering expenses are costs incurred in connection with the formation of the Fund and the offering of limited partnership units to potential investors. Prior to the anniversary of the Initial Closing, organization and offering expenses are paid by the Management Company. After T-POP accepted third party investors and commenced investment operations, costs associated with the organization of T-POP were expensed. Costs associated with the offering of Class S, Class R-S, Class D, Class R-D, Class I, Class R-I and Class F units of T-POP are capitalized as deferred expense and included as an asset on the Condensed Statements of Assets and Liabilities and amortized over a twelve-month period.
Performance Participation Allocation. Performance participation allocation represents the portion of expense recognized in the period relating to amounts that the General Partner is entitled to receive, contingent upon the achievement of specified performance metrics.
Management Fee. Management fee pertains to the expense recognized in consideration of the Management Company's management services rendered for T-POP.
Professional Fees. Professional Fees include costs primarily related to legal, valuation and audit fees.
Other Expenses. Other expenses include costs primarily related to fund administration, transfer agent, and insurance fees.
Net Change in Realized and Unrealized Gain (Loss) on Investments
Realized gains or losses are measured as the difference between the net proceeds from the sale, repayment, or disposal of an asset and the adjusted cost basis of the asset, without regard to unrealized gains or losses previously recognized. Net change in unrealized gains or losses reflects the change in investment values during the reporting period, including any reversal of previously recorded unrealized gains or losses, when gains or losses are realized. T-POP generates income primarily from its investment in the Aggregator and has the same investment objectives as the Aggregator. T-POP has an interest of 79.0% in the Aggregator as of March 31, 2026. For the three months ended March 31, 2026, the Registrant recognized $28.9 million and the Aggregator recognized $12.3 million of Net Change in Unrealized Gain on Investments. For the three months ended March 31, 2026, the Aggregator recognized $23.4 million of realized gains on investment. There were no net realized gains or losses for the Registrant from the investment in the Aggregator for the three months ended March 31, 2026.
Key drivers of the result of operations of T-POP are presented below.
Results of Operations
Three Months Ended March 31, 2026
The results of operations for the three months ended March 31, 2026 are discussed below:
For the three months ended March 31, 2026, T-POP's net increase in net assets resulting from operations of $23.3 million was attributable to $28.9 million in net unrealized gain on investment, partially offset by $5.6 million in net investment loss.
Revenues
For the three months ended March 31, 2026, T-POP did not recognize any dividend income. The Aggregator recognized dividend income of $2.1 million from investments in money market funds.
Expenses
For the three months ended March 31, 2026, T-POP incurred $5.6 million in total expenses which consisted of performance participation allocation of $2.9 million, management fees of $1.9 million, and other expenses of $0.8 million which is primarily related to audit and administration fees.
Net Investment Income (Loss)
For the three months ended March 31, 2026, T-POP's net investment loss was $5.6 million which was attributable to the expenses noted above.
Unrealized Gain (Loss) on Investment
For the three months ended March 31, 2026, T-POP recognized $28.9 million of unrealized gain on the underlying investment in the Aggregator mainly driven by the Aggregator's net gains on investments of $35.7 million.
Financial Condition, Liquidity and Capital Resources
From the three months ended March 31, 2026, T-POP accepted $325.2 million of total subscriptions from its monthly closes in its continuous private offerings. T-POP purchased investments in the Aggregator totaling $325.2 million. As of March 31, 2026, T-POP had total assets of $1,382.2 million, which primarily consist of the underlying investment in the Aggregator of $1,382.0 million. As of December 31, 2025, T-POP had total assets of $1,051.0 million, which primarily consisted of the underlying investment in the Aggregator of $1,050.5 million.
As of March 31, 2026, T-POP had total liabilities of $20.5 million. Total liabilities primarily consist of accrued performance participation allocation of $2.9 million, servicing fees payable of $13.1 million, and organizational and offering costs payable of $1.7 million. As of December 31, 2025, T-POP had total liabilities of $33.0 million. Total liabilities consisted of accrued performance participation allocation of $19.3 million, servicing fees payable of $10.5 million, and organizational and offering costs payable of $1.7 million.
The Fund generates cash primarily from (i) the net proceeds of its continuous private offering, (ii) cash flows from its operations, (iii) any financing arrangements the Fund may enter into in the future and (iv) any future offerings of its equity securities.
The Fund's primary uses of cash are for (i) Investments, (ii) the cost of operations (including the Management Fee, Maintenance Fee and Performance Participation Allocation), (iii) debt service of any borrowings, (iv) periodic repurchases, including under the Redemption Program (as described herein), and (v) cash distributions (if any) to the holders of its Units to the extent declared by the General Partner.
T-POP had no cash and cash equivalents as of March 31, 2026 and December 31, 2025. T-POP does not consolidate the Aggregator as of March 31, 2026 and as of December 31, 2025. All the cash and cash equivalents are held by the Aggregator and its consolidated subsidiaries.
Net Cash Flows
The following table presents a summary of T-POP's cash flows for the periods presented ($ in thousands):
Three Months Ended March 31, 2026
Net Increase in Net Assets Resulting from Operations
$ 23,334
Net Cash Used in Operating Activities
(314,812)
Net Cash Provided by Financing Activities
314,812
Net change in cash and cash equivalents
-
Cash, beginning of period
-
Cash, end of period
$ -
Operating Activities
Net cash flow used in operating activities was $314.8 million for the three months ended March 31, 2026 was primarily related to the purchases of investments of $316.8 million and unrealized gain on investment in the Aggregator, partially offset by investment proceeds of $13.8 million.
Financing Activities
Net cash flow provided by financing activities was $314.8 million for the three months ended March 31, 2026, which primarily reflects the proceeds from the issuance of Units.
Leverage
As of March 31, 2026, debt financing available to the Fund consisted of the Line of Credit (as defined in Note 5. "Line of Credit Agreement" in the "Notes to the Condensed Consolidated Financial Statements" of the Aggregator). As of March 31, 2026, there were no outstanding borrowings under the Line of Credit, and no amounts were drawn during the three months ended March 31, 2026.
Transactional Net Asset Value ("Transactional NAV")
The Fund calculates the transactional net asset value ("Transactional NAV") for purposes of establishing the price at which transactions in the respective Units are made. Transactional NAV is based on the month-end values of the Fund's investments and other assets and the deduction of any respective liabilities, including certain fees and expenses, in all cases as determined in accordance with the valuation policy that has been approved by the Fund's board of directors. Organizational and offering expenses advanced on the Fund's behalf by its investment manager are recognized as a reduction to Transactional NAV ratably over 60 months beginning in June 2026, and servicing fees, as applicable, are recognized as a reduction to Transactional NAV on a monthly basis as such fees are accrued. Certain contingent tax liabilities may not be recognized as a reduction to Transactional NAV if the Fund's general partner reasonably expects such liabilities will not be recognized upon divestment of the underlying investment. Transactional NAV per Unit may differ from the Fund's net asset value as determined in accordance with accounting principles generally accepted in the United States of America.
The following table provides a breakdown of the major components of the Fund's Transactional Net Asset Value as of March 31, 2026 ($ in thousands):
Components of T-POP's Transactional Net Asset Value March 31, 2026
Investment in the Aggregator (cost of $1,202,776)(b)
$ 1,387,486
Other Assets 97
Accrued Performance Participation Allocation (2,918)
Management Fee Payable (1,121)
Servicing Fees Payable (a)
(355)
Other Liabilities (1,629)
Transactional Net Asset Value $ 1,381,560
_______________
(a)Servicing Fees Payable only apply to Class R-S and Class R-D Units. For purposes of T-POP's Transactional NAV, the fees are recognized as a reduction of T-POP's Transactional NAV on a monthly basis. For purposes of calculating net asset value in accordance with GAAP, the Fund accrues the cost of the servicing fees, as applicable, for the estimated life of the units at the time the Fund sells Class R-S and Class R-D Units.
(b)For purposes of calculating T-POP's Transactional NAV, the Investment in the Aggregator includes an adjustment related to the Aggregator's organizational expenses. These expenses will be recognized in the Transactional NAV calculation over a 60-month period, beginning June 1, 2026. For more information, see the reconciliation of GAAP NAV to Transactional NAV below.
The following table provides a breakdown of the Fund's Transactional Net Asset Value per Unit by class as of March 31, 2026:
March 31, 2026
Class Transactional NAV per Unit Number of Units Transactional NAV
($ in thousands)
Class R-I(a)
$ 31.31 26,643,440 $ 834,109
Class R-S $ 31.08 15,993,256 497,088
Class R-D $ 31.24 332,250 10,379
Class F $ 32.37 1,235,417 39,984
Total 44,204,363 $ 1,381,560
_______________
(a)Transactional NAV per Unit for Class R-I does not reflect Feeder TE specific expenses and other net assets and liabilities. In addition, it does not reflect Class F_TE units which are not subject to management fees or performance participation allocations.
The following table reconciles GAAP Net Asset Value to the Registrant's Transactional Net Asset Value ($ in thousands):
March 31, 2026
GAAP Net Asset Value $ 1,361,756
Adjustments
Organization and Offering Expenses(a)
7,035
Servicing Fees(b)
12,769
Transactional Net Asset Value $ 1,381,560
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(a)Represents an adjustment to (i) the Investment in T-POP US Aggregator (CYM) L.P. related to organizational expenses incurred by the Aggregator and (ii) the organizational and offering expenses of the Registrant. For Transactional NAV purposes, organizational and offering expenses are expensed ratably over the 60‐month reimbursement period beginning June 2, 2026.
(b)Represents an adjustment to reflect servicing fees on Class R-S and Class R-D Units as they are accrued on a monthly basis.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet financings or liabilities other than contractual commitments incurred in the normal course of our business. Please refer to Note 6. "Commitments and Contingencies" within the Notes to the Condensed Financial Statements of the Registrant.
Critical Accounting Estimates
The preparation of the financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP") involves significant judgments and assumptions and requires estimates about matters that are inherently uncertain. These judgments affect our reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of income and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in our financial statements. The following is a summary of our significant accounting policies that we believe are the most affected by our judgments, estimates and assumptions.
Fair Value
As investment companies under Financial Accounting Standards Board Accounting Standards Codification ("ASC") Topic 946, Financial Services - Investment Companies ("ASC 946"), T-POP and the Aggregator are required to report investments, including those for which current market values are not readily available, at fair value in accordance with ASC 820, Fair Value Measurements ("ASC 820"). In general, ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). ASC 820 also sets a framework for measuring fair value and requires the inclusion in financial statements of certain disclosures about fair value measurements.
Fair Value of Investments or Instruments that are Exchange Traded
Securities that are exchange traded and for which a quoted market exists are valued at the closing price of such securities in the principal market in which the security trades, or in the absence of a principal market, in the most advantageous market on the valuation date. When a quoted price in an active market exists, no block discounts or control premiums are permitted regardless of the size of the public security held. In some cases, securities may include legal restrictions limiting their purchase and sale for a period of time, such as may be required under SEC Rule 144. A discount to a publicly traded price may be appropriate in those cases where a legal restriction is a characteristic of the security. The amount of the discount, if taken, shall be determined based on the time period that must pass before the restricted security becomes unrestricted or otherwise available for sale.
Fair Value of Investments or Instruments that are not Exchange Traded
In the absence of observable market prices, the Fund values its investments using valuation methodologies applied on a consistent basis. For some investments little market activity may exist. The Fund's determination of fair value is then based on the best information available and may incorporate management's own assumptions and involve a significant degree of judgment, taking into consideration a combination of internal and external factors. The Fund considers the Fund's recent purchase transaction value as a strong indicator of fair value and, as such, may continue to carry the investment at its transaction value for the first several reporting periods following the purchase of the investment, absent extraordinary factors. When the Fund determines the fair value, it updates the prior month-end valuation by incorporating latest available data, including values provided by external valuation firms, as well as any cash flow activity related to the investment during the month, updated quarterly financials, where applicable, and market movement.
The Fund's methodology for determining the fair values of investments in operating companies is a combination of the income approach, market approach, or both. When utilizing the income approach, the Fund generally uses the discounted cash flow method, which relies on the Fund making significant assumptions around projections of future earnings or cash flows, discount rates, capitalization rate, or exit multiple. When utilizing the market approach, the Fund relies upon valuations for comparable public companies, transactions or assets, and thus requires that the Fund uses discretion to identify comparable companies, transactions and assets.
In addition, the Fund may, but is not obligated to, monitor the Fund's Equity Investments on an ongoing basis for events that the Fund believes may have a material impact on the Fund's NAV as a whole. Material events may include investment-specific events or broader market-driven events that may impact more than one specific investment. Upon the occurrence of such a material event and provided that the Fund is aware that such event has occurred, the Fund may, but is not obligated to, provide an estimate of the change in value of the Equity Investment, based on the valuation procedures described herein. In general, the Fund expects that any adjustments to fair values will be calculated promptly after a determination that a material change has occurred and the financial effects of such change are quantifiable. However, rapidly changing market conditions or material events may not be immediately reflected in the monthly NAV.
Fair Value of Fund Investments
Investments in affiliated or unaffiliated investee funds ("Investee Funds") are generally valued using the reported net asset value ("NAV" or "Net Asset Value") of the Investee Funds as a practical expedient for fair value. The Fund may, as a practical expedient, estimate the fair value of an Investee Fund based on NAV if the reported NAV of the Investee Fund is calculated in a manner consistent with the measurement principles applied to investment companies and T-POP has internal processes to independently evaluate the fair value measurement process utilized by the underlying Investee Fund to calculate the Investee Fund's NAV, both of which are in accordance with ASC 946. Such internal processes include the evaluation of the Investee Fund's own process and related internal controls in place to estimate the fair value of its underlying investments that are included in the NAV calculation, performing ongoing operational due diligence, review of the Investee Fund's financial statements and ongoing monitoring of other relevant qualitative and quantitative factors. If T-POP determines, based on its own due diligence and investment monitoring procedures, that NAV does not represent fair value or if the investee fund is not an investment company, T-POP will estimate the fair value in good faith and in a manner that it reasonably chooses, in accordance with its valuation policies.
Debt and Other Securities
The fair values of certain debt positions are generally determined on the basis of prices between market participants provided by reputable dealers or pricing services. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices, market transactions in comparable investments and various relationships between investments. Specifically, for investments in distressed debt and corporate loans and bonds, the Fund generally determines fair value by comparing against similar investments. The Fund reviews and analyzes prices obtained from external pricing sources to evaluate their reliability and accuracy, and at times, exclude vendor prices and broker quotations that the Fund does not believe are representative of fair value. Certain financial instruments may not trade or prices are not readily available, or trade infrequently and, when they are traded, the price may be unobservable and, as a result, multiple external pricing sources may not be available. In such instances, the Fund may use an internal pricing model as either a corroborating or sole data point in determining the price. The Fund generally engages specialized third-party valuation service providers to assess and corroborate the valuation of a selection of the investments on a periodic basis.
Valuation Process
The Fund follows established procedures each month in conducting valuations of the Fund's investments. The rigor of its procedures is intended to ensure consistent application across investments of U.S. GAAP and its valuation policies. There are three key groups of the Fund professionals engaged in the valuation process. For example, the monthly, quarterly, and annual valuation processes are facilitated and managed by the Fund "Valuation Team" with significant participation from the respective investment-specific "Deal Team" and the Fund's "Global Valuation Committee" and the respective "Subcommittee" (collectively, the "Valuation Committees"). The following describes the responsibilities of the various parties involved in valuation determinations for Equity Investments:
•An investment-specific Deal Team which is charged generally with monitoring the relevant portfolio company, preparing the valuation analysis, making an initial valuation recommendation to the Fund's Valuation Team and amending the valuation based on the input from the other participants in the valuation process.
•The Fund Valuation Team, together with an external valuation firm, initiates and manages the valuation process by sending standardized valuation templates and/or valuation surveys to deal teams, review each proposed quarterly valuation for completeness and consistency across periods and the Fund's portfolio, providing feedback and analysis to the investment-specific Deal Team and the Valuation Committees where appropriate, and administer its valuation policy generally.
•The Valuation Committees reviews a majority of proposed Fund valuations, including the valuation methodology underlying each investment, suggest changes when warranted and give the final approval on all Fund valuations. Each subcommittee comprises senior product and TPG leadership. The valuations are aggregated and significant matters are presented for final approval by the Fund's global valuation committee, which comprises senior employees. The Valuation Committees also establish a valuation policy and help ensure its consistent application together with the valuation team.
The following describes the responsibilities of the various parties involved in valuation determinations for Debt and Other Securities:
•An investment-specific Deal Team which is charged generally with reviewing policy prices in order to determine if such price is consistent with information currently available to them in the marketplace, and providing an override price if applicable.
•The Fund's Valuation Team collects, reviews, and analyzes external pricing data before providing a "policy price" to the Deal Team. As part of its analysis, the Fund's Valuation Team establishes reasonable procedures for testing the reliability and accuracy of the external pricing data it receives. If applicable, the Valuation Team determines whether an override is appropriate, and the group has the authority to accept or reject an override.
•The Valuation Committees oversee the valuation process and reviews and approves any exceptions. Each Sub Committee comprises senior product and TPG leadership. The valuations are aggregated and significant matters are presented for final approval by the Fund's Global Valuation Committee, which comprises senior employees. The Valuation Committees also establish a valuation policy and help ensure its consistent application together with the Valuation Team.
The Fund also engages independent third parties to review its periodic valuations, as well as advise on valuation policy more generally. When making fair value determinations for assets that do not have a reliable, readily available market price, the Fund engages one or more independent valuation firms to perform certain procedures to assess if its fair value estimates are reasonable as of the relevant measurement date.
Servicing Fees
Pursuant to the Dealer Manager Agreement entered into between T-POP, the Feeder TE and TPG Capital BD, LLC (the "Dealer Manager"), T-POP or its affiliates will pay to the Dealer Manager a Servicing Fee in the amount of (a) 0.85% per annum of the aggregate NAV for the Class S Units and Class R-S Units as of the last day of each month and (b) 0.25% per annum of the aggregate NAV for the Class D Units and Class R-D Units as of the last day of each month, in each case, payable monthly. T-POP or its affiliates will not pay to the Dealer Manager a Servicing Fee in respect of the purchase of any Class I Units, Class R-I Units and Class F Units. In calculating the Servicing Fee, the T-POP will use its NAV before giving effect to any accruals for the Servicing Fee, repurchases for that month, if any, and distributions payable on the T-POP Units.
Under GAAP, T-POP accrues the cost of the Servicing Fees, as applicable, for the estimated life of the Units at the time we sell Class S Units, Class R-S Units, Class D Units, and Class R-D Units. Inherent in the calculation of the estimated amount of Servicing Fees to be paid in future periods are certain significant management judgments and estimates, including the estimated life of the Units at the time of a subscription. Servicing Fees Payable entails uncertainties as the calculation requires management to make assumptions and to apply judgment regarding a number of factors, including market conditions, the selling environment and historical trends. As of March 31, 2026, T-POP has accrued $13.1 million of Servicing Fees Payable, related to the Class R-S and Class R-D Units sold.
Basis of Consolidation
T-POP and the Aggregator are investment companies under ASC 946. T-POP and the Aggregator will not consolidate an investee unless T-POP or the Aggregator has controlling financial interest in (a) an investment company or (b) an operating company whose business consists of providing services to T-POP or the Aggregator. There is inherent judgment in how to apply ASC Topic 810, Consolidation ("ASC 810"), to instances where an investment company invests in another investment company as generally investment companies do not consolidate their investments and rather report them at fair value. Additionally, T-POP and the Aggregator exercise judgment when determining whether it has a controlling financial interest in an investee, including considering factors such as an investee's purpose and design and whether the General Partner directs activities that most significantly impact an investee's economic performance.
From June 2, 2025 (Commencement of Operations) through September 30, 2025, T-POP consolidated the accounts of the Aggregator and its subsidiaries as T-POP had a controlling financial interest. On October 1, 2025, the Aggregator received additional capital contributions from a Parallel Investment Entity. As a result, T-POP determined that it no longer holds a controlling financial interest in the Aggregator. Accordingly, beginning on October 1, 2025, T-POP deconsolidated the Aggregator and measured its investment in the Aggregator at fair value, using the Aggregator's reported NAV as a practical expedient. The deconsolidation did not have a material impact on T-POP's financial position, ongoing operations, or cash flows. T-POP considered the guidance in ASC 810, ASC 946 and certain SEC industry guidance in concluding that
non-consolidation of the Aggregator by T-POP was appropriate.
Recent Accounting Pronouncements
There were no accounting pronouncements issued during the three months ended March 31, 2026 that are expected to have a material impact on the Condensed Financial Statements of T-POP and the Condensed Consolidated Financial Statements of the Aggregator included in this Quarterly Report on Form 10-Q.
TPG Private Equity Opportunities LP published this content on May 13, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 13, 2026 at 21:10 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]