TPG Private Equity Opportunities LP

09/24/2026 | Press release | Distributed by Public on 09/24/2026 06:06

Private Placement (Form 8-K)

Item 3.02 - Unregistered Sales of Equity Securities.
On September 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 $102.8 million. The following table details the Units sold:
Class
Number of Units Sold
Aggregate Consideration
Class I
2,041,663
$
70,797,707
Class S
932,199
$
31,979,592
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, 840,215 Class I Units were issued to Feeder TE in connection with Feeder TE's issuance of Class S_TE and Class I_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 September 1, 2026, the T-POP Fund Complex (inclusive of the Fund) issued interests for aggregate consideration of approximately $146.7 million.
Item 8.01 - Other Events.
Transactional Net Asset Value
The Fund calculates the transactional net asset value ("Transactional NAV") for purposes of establishing the price at which transactions in the respective Units are made. A description of the Fund's valuation process was included under "Calculation of Net Asset Value" within "Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities" in the Fund's Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission on March 23, 2026. Transactional NAV is based on the month-end values of the Fund's investments and other assets and the deduction of any respective liabilities, including certain fees and expenses, in all cases as determined in accordance with the valuation policy that has been approved by the Fund's board of directors. Organizational and offering expenses advanced on the Fund's behalf by its investment manager will be recognized as a reduction to Transactional NAV ratably over 60 months beginning in June 2026, and servicing fees, as applicable, are recognized as a reduction to Transactional NAV on a monthly basis as such fees are accrued. Certain contingent tax liabilities may not be recognized as a reduction to Transactional NAV if the Fund's general partner reasonably expects such liabilities will not be recognized upon divestment of the underlying investment. Transactional NAV per Unit may differ from the Fund's net asset value as determined in accordance with accounting principles generally accepted in the United States of America ("GAAP").
The following table provides a breakdown of the major components of the Fund's Transactional Net Asset Value as of August 31, 2026 ($ in thousands):
Components of T-POP's Transactional Net Asset Value
August 31, 2026
Investment in the Aggregator (cost of $1,625,721)
$
2,019,540
Cash and Cash Equivalents
3,092
Other Assets
213
Accrued Performance Participation Allocation
(24,955)
Management Fee Payable
(1,560)
Servicing Fee Payable (a)
(493)
Other Liabilities
(3,322)
Transactional Net Asset Value
$
1,992,515
_______________
(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 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 August 31, 2026:
August 31, 2026
Class
Transactional NAV per Unit
Number of Units
Transactional NAV
($ in thousands)
Class R-I
$
34.71
10,177,160
$
353,280
Class R-S
$
34.34
17,723,212
608,644
Class R-D
$
34.60
348,256
12,051
Class I (a)
$
34.68
20,794,443
721,078
Class S
$
34.31
2,370,506
81,322
Class D
$
34.56
145,752
5,037
Class F
$
36.53
5,778,259
211,103
Total
57,337,588
$
1,992,515
_______________
(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 September 24, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on September 24, 2026 at 12:06 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]