TPG Private Equity Opportunities LP

12/18/2025 | Press release | Distributed by Public on 12/18/2025 07:06

Private Placement (Form 8-K)

Item 3.02 - Unregistered Sales of Equity Securities.
On December 1, 2025, 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 $81.4 million. The following table details the Units sold:
Class Number of Units Sold Aggregate Consideration
Class R-I 1,474,816 $ 42,904,980
Class R-S 1,328,984 $ 38,495,000
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 all or substantially all of its assets indirectly in the Fund's Class R-I Units. Feeder TE issued to third party investors 773,364 of Class R-S_TE and 338,938 of Class R-I_TE, which are included in the Class R-I Units presented in the table above.
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 December 1, 2025, the T-POP Fund Complex (inclusive of the Fund) issued interests for aggregate consideration of approximately $113.1 million.
Item 8.01 - Other Events.
Transactional Net Asset Value
The Fund calculates the transactional net asset value ("Transactional NAV") for purposes of establishing the price at which transactions in the respective Units are made. A description of the Fund's valuation process was included under "Calculation of Net Asset Value" within Item 9. Market Price of and Dividends on the Registrant's Common Equity and Related Limited Partner Matters of the Fund's Amendment No. 1 to the Registration Statement on Form 10, filed with the Securities and Exchange Commission on February 19, 2025. Transactional NAV is based on the month-end values of the Fund's investments and other assets and the deduction of any respective liabilities, including certain fees and expenses, in all cases as determined in accordance with the valuation policy that has been approved by the Fund's board of directors. Organizational and offering expenses advanced on the Fund's behalf by its investment manager will be recognized as a reduction to Transactional NAV ratably over 60 months beginning in June 2026, and servicing fees, as applicable, are recognized as a reduction to Transactional NAV on a monthly basis as such fees are accrued. Certain contingent tax liabilities may not be recognized as a reduction to Transactional NAV if the Fund's general partner reasonably expects such liabilities will not be recognized upon divestment of the underlying investment. Transactional NAV per Unit may differ from the Fund's net asset value as determined in accordance with accounting principles generally accepted in the United States of America ("GAAP").
The following table provides a breakdown of the major components of the Fund's Transactional Net Asset Value as of November 30, 2025 ($ in thousands):
Components of T-POP's Transactional Net Asset Value November 30, 2025
Investment in the Aggregator (cost of $813,410)
$ 908,836
Other Assets 114
Accrued Performance Participation Allocation (11,392)
Servicing Fees Payable(a)
(229)
Other Liabilities (551)
Transactional Net Asset Value $ 896,778
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(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 shares as an offering cost at the time the Fund sells Class R-S Units and Class R-D Units.
The following table provides a breakdown of the Fund's Transactional Net Asset Value per Unit by class as of November 30, 2025:
November 30, 2025
Class Transactional NAV per Unit Number of Units Transactional NAV
($ in thousands)
Class R-I (a)
$ 29.09 18,596,021 $ 540,991
Class R-S $ 28.97 11,117,975 322,040
Class R-D $ 29.05 170,356 4,950
Class F $ 29.69 969,858 28,797
Total 30,854,210 $ 896,778
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(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.
TPG Private Equity Opportunities LP published this content on December 18, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on December 18, 2025 at 13:06 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]