TPG Private Equity Opportunities LP

10/23/2026 | Press release | Distributed by Public on 10/23/2026 06:03

Private Placement (Form 8-K)

Item 3.02 - Unregistered Sales of Equity Securities.
On October 1, 2026, TPG Private Equity Opportunities, L.P., a Delaware limited partnership (the "Fund" or "T-POP"), sold unregistered limited partnership units (the "Units") of the Fund as part of its continuous private offering for aggregate consideration of $73.1 million. The following table details the Units sold:
Class
Number of Units Sold
Aggregate Consideration
Class I
1,373,801
$
49,279,388
Class S
670,556
$
23,779,500
Class F (a)
1,052
$
40,000
_______________
(a)Represents Class F Units sold to employees of affiliates of the Fund's general partner, TPG Private Equity Opportunities GenPar, L.P.
The offer and sale of the Units were made as part of the Fund's continuous private offering and were exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and Regulation D thereunder. Units were sold to third-party investors, including through TPG Private Equity Opportunities (TE), L.P. ("Feeder TE"), a Delaware limited partnership, for certain investors with particular tax characteristics, such as tax-exempt investors and non-U.S. investors, and that invests substantial majority of its assets indirectly in the Fund's Class R-I and I Units. Out of the Units reflected in the table above, 627,786 Class I Units and 1,052 Class F Units were issued to Feeder TE in connection with Feeder TE's issuance of Class S_TE, Class I_TE, and Class F_TE Units to third party investors.
The Fund, alongside certain parallel investment entities, invest substantially all of their assets in T-POP US Aggregator (CYM), L.P. (the "Aggregator", and collectively with the Fund, Feeder TE and such parallel investment entities, the "T-POP Fund Complex"). On October 1, 2026, the T-POP Fund Complex (inclusive of the Fund) issued interests for aggregate consideration of approximately $103.2 million.
Item 8.01 - Other Events.
Transactional Net Asset Value
The Fund calculates the transactional net asset value ("Transactional NAV") for purposes of establishing the price at which transactions in the respective Units are made. A description of the Fund's valuation process was included under "Calculation of Net Asset Value" within "Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities" in the Fund's Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission on March 23, 2026. Transactional NAV is based on the month-end values of the Fund's investments and other assets and the deduction of any respective liabilities, including certain fees and expenses, in all cases as determined in accordance with the valuation policy that has been approved by the Fund's board of directors. Organizational and offering expenses advanced on the Fund's behalf by its investment manager will be recognized as a reduction to Transactional NAV ratably over 60 months beginning in June 2026, and servicing fees, as applicable, are recognized as a reduction to Transactional NAV on a monthly basis as such fees are accrued. Certain contingent tax liabilities may not be recognized as a reduction to Transactional NAV if the Fund's general partner reasonably expects such liabilities will not be recognized upon divestment of the underlying investment. Transactional NAV per Unit may differ from the Fund's net asset value as determined in accordance with accounting principles generally accepted in the United States of America ("GAAP").
The following table provides a breakdown of the major components of the Fund's Transactional Net Asset Value as of September 30, 2026 ($ in thousands):
Components of T-POP's Transactional Net Asset Value
September 30, 2026
Investment in the Aggregator (cost of $1,721,573)
$
2,198,199
Cash and Cash Equivalents
2,970
Other Assets
714
Accrued Performance Participation Allocation
(34,318)
Management Fee Payable
(1,732)
Servicing Fee Payable (a)
(533)
Other Liabilities
(536)
Transactional Net Asset Value
$
2,164,764
_______________
(a)Servicing Fees Payable only apply to Class R-S, Class S, Class R-D and 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 as an offering cost at the time the Fund sells Class R-S Units, Class S Units, Class R-D and Class D Units.
The following table provides a breakdown of the Fund's Transactional Net Asset Value per Unit by class as of September 30, 2026:
September 30, 2026
Class
Transactional NAV per Unit
Number of Units
Transactional NAV
($ in thousands)
Class R-I
$
35.93
10,170,658
$
365,440
Class R-S
$
35.52
17,722,038
629,509
Class R-D
$
35.81
348,256
12,471
Class I (a)
$
35.87
22,731,382
815,393
Class S
$
35.46
3,302,704
117,122
Class D
$
35.74
145,752
5,210
Class F
$
38.01
5,778,259
219,619
Total
60,199,049
$
2,164,764
_______________
(a)Transactional NAV per Unit for Class I does not reflect Feeder TE specific expenses and other net assets and liabilities.
TPG Private Equity Opportunities LP published this content on October 23, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 23, 2026 at 12:03 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]