false 0001630472 0001630472 2020-06-17 2020-06-17

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): June 17, 2020

 

TPG RE FINANCE TRUST, INC.

(Exact name of registrant as specified in its charter)

 

Maryland

 

001-38156

 

36-4796967

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

888 Seventh Avenue, 35th Floor, New York, New York 10106

(Address of principal executive offices) (Zip code)

(212) 601-7400

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.001 per share

 

TRTX

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 


Item 8.01. Other Events.

On June 17, 2020, TPG RE Finance Trust, Inc., a Maryland corporation (the “Company”), filed with the Securities and Exchange Commission a prospectus supplement (the “Prospectus Supplement”) to the prospectus dated August 7, 2018, which was included in the Company’s automatic shelf registration statement on Form S-3 (No. 333-226642). The Prospectus Supplement relates to the offer and sale, from time to time, of up to 9,387,866 shares of the Company’s common stock, $0.001 par value per share, by the selling stockholder identified in the Prospectus Supplement.

The registration of the offer and sale of shares of the Company’s common stock covered by the Prospectus Supplement satisfies certain contractual obligations and does not necessarily mean that the selling stockholder identified in the Prospectus Supplement will offer to sell any of the shares of common stock offered thereby.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.

   

Description of Exhibit

         
 

  5.1

   

Opinion of Venable LLP

         
 

  8.1

   

Tax Opinion of Vinson & Elkins LLP

         
 

23.1

   

Consent of Venable LLP (included in Exhibit 5.1)

         
 

23.2

   

Consent of Vinson & Elkins LLP (included in Exhibit 8.1)

         
 

104

   

Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

TPG RE FINANCE TRUST, INC.

     

By:

 

/s/ Robert Foley

 

Robert Foley

 

Chief Financial and Risk Officer

Dated: June 17, 2020

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