Securities Registration (section 12(b)) (8-a12b)
11 June 2021 - 6:56AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
TPG RE
FINANCE TRUST, INC.
(Exact name of registrant as specified in its charter)
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Maryland
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36-4796967
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(State of incorporation or organization)
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(IRS Employer Identification No.)
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888 Seventh Avenue
35th Floor
New York, New
York
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10106
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(Address of principal executive offices)
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(Zip Code)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered
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6.25% Series C Cumulative Redeemable Preferred Stock, $0.001 par value per share
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New York Stock Exchange
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c) or (e), please check the following box. ☒
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), please check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement file number to which this form relates:
File No. 333-226642
Securities registered pursuant to Section 12(g) of the Act:
None
Item 1. Description of Registrants Securities to be Registered.
The description of the 6.25% Series C Cumulative Redeemable Preferred Stock, $0.001 par value per share, of TPG RE Finance Trust, Inc. (the
Registrant) is set forth under the heading Description of Series C Preferred Stock included in the Registrants Prospectus Supplement dated June 7, 2021, as filed with the Securities and Exchange Commission (the
Commission) on June 9, 2021, pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and under the heading Description of Capital StockPreferred Stock in the accompanying prospectus that constitutes a
part of the Registrants Registration Statement on Form S-3 (File No.
333-226642), which became automatically effective upon filing with the Commission on August 7, 2018, which information is
incorporated herein by reference.
Item 2. Exhibits.
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Exhibit
No.
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Description
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3.1
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Articles of Amendment and Restatement of TPG RE Finance Trust, Inc. (incorporated by reference to Exhibit 3.1 to the Registrants Current
Report on Form 8-K (File No. 001-38156) filed with the Commission on July 25, 2017).
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3.2
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Articles Supplementary reclassifying and designating 2,500,000 authorized but unissued shares of the Registrants Class
A common stock, $0.001 par value per share, as additional shares of undesignated common stock, $0.001 par value per share, of the Registrant (incorporated by reference to Exhibit 3.1(b) to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (File No. 001-38156) filed with the Commission on February 19, 2020).
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3.3
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Articles Supplementary of 11.0% Series B Cumulative Redeemable Preferred Stock of TPG RE Finance Trust Inc. (incorporated by reference to Exhibit
3.1 to the Registrants Current Report on Form 8-K (File No. 001-38156) filed with the Commission on May 29, 2020).
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3.4*
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Articles Supplementary of 6.25% Series C Cumulative Redeemable Preferred Stock of TPG RE Finance Trust Inc.
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3.5
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Second Amended and Restated Bylaws of TPG RE Finance Trust, Inc. (incorporated by reference to Exhibit 3.2 to the Registrants Annual
Report on Form 10-K for the fiscal year ended December 31, 2019 (File No. 001-38156) filed with the Commission on February 19,
2020).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly authorized.
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TPG RE FINANCE TRUST, INC.
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Date: June 10, 2021
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By:
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/s/ Robert Foley
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Robert Foley
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Chief Financial Officer
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2
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