3//SEC Filing
STARWOOD CAPITAL GROUP GLOBAL II, L.P. 3
Accession 0000905148-20-000670
CIK 0001630472other
Filed
Jun 7, 8:00 PM ET
Accepted
Jun 8, 5:16 PM ET
Size
15.3 KB
Accession
0000905148-20-000670
Insider Transaction Report
Form 3
STERNLICHT BARRY S
10% Owner
Holdings
- (indirect: See Footnote)
Warrants
Exercise: $7.50From: 2020-05-28Exp: 2025-05-28→ Common Stock (12,000,000 underlying) - 9,000,000(indirect: See Footnote)
11.0% Series B Cumulative Redeemable Preferred Stock
Holdings
- 9,000,000(indirect: See Footnote)
11.0% Series B Cumulative Redeemable Preferred Stock
- (indirect: See Footnote)
Warrants
Exercise: $7.50From: 2020-05-28Exp: 2025-05-28→ Common Stock (12,000,000 underlying)
SCGG II GP, L.L.C.
10% Owner
Holdings
- 9,000,000(indirect: See Footnote)
11.0% Series B Cumulative Redeemable Preferred Stock
- (indirect: See Footnote)
Warrants
Exercise: $7.50From: 2020-05-28Exp: 2025-05-28→ Common Stock (12,000,000 underlying)
BSS SCG GP Holdings, LLC
10% Owner
Holdings
- 9,000,000(indirect: See Footnote)
11.0% Series B Cumulative Redeemable Preferred Stock
- (indirect: See Footnote)
Warrants
Exercise: $7.50From: 2020-05-28Exp: 2025-05-28→ Common Stock (12,000,000 underlying)
Holdings
- 9,000,000(indirect: See Footnote)
11.0% Series B Cumulative Redeemable Preferred Stock
- (indirect: See Footnote)
Warrants
Exercise: $7.50From: 2020-05-28Exp: 2025-05-28→ Common Stock (12,000,000 underlying)
Footnotes (6)
- [F1]On May 28, 2020, in connection with the Investment Agreement entered into on the same day between PE Holder, L.L.C. and the Issuer (the "Investment Agreement"), PE Holder, L.L.C. purchased and acquired from the Issuer 9,000,000 shares of the Issuer's 11.0% Series B Cumulative Redeemable Preferred Stock ("Series B Preferred Stock") and warrants ("Warrants") to purchase up to 12,000,000 shares of the Issuer's common stock ("Common Stock") for an aggregate purchase price equal to $225,000,000. Shares of Series B Preferred Stock are not convertible into shares of Common Stock.
- [F2]Under the terms of the Investment Agreement, subject to certain material conditions outside of the Reporting Persons' or Issuer's control, the Issuer has the option, on or prior to December 31, 2020, to issue, sell, and deliver to the Purchaser (a) a second tranche of securities, including 2,000,000 shares of Series B Preferred Stock and Warrants to purchase up to 1,500,000 shares of Common Stock, for an aggregate purchase price equal to $50,000,000; and (b) a third tranche of securities, including 2,000,000 shares of Series B Preferred Stock and Warrants to purchase up to 1,500,000 shares of Common Stock, for an aggregate purchase price equal to $50,000,000. [continued in footnote 3]
- [F3][continued from footnote 2] In light of the material conditions on the Issuer's ability to sell the second and third tranche of securities to the Reporting Persons, consistent with Rule 16a-1(c), the Reporting Persons' possible future obligations to buy Series B Preferred Stock and Warrants in the second and third tranches are not considered "derivative securities" for purposes of Section 16 of the Securities Exchange Act of 1934 and accordingly are not reported herein.
- [F4]Subject to certain limitations, the Reporting Persons cannot exercise any Warrant to the extent that such exercise or resulting issuance of shares of Common Stock would result in the Reporting Persons beneficially owning in excess of 19.9% of the Stockholder Voting Power (as defined in the Warrant Agreement).
- [F5]The exercise price of the Warrants and shares of Common Stock issuable upon exercise of the Warrants are subject to customary adjustments. The Warrants are exercisable on a net settlement basis.
- [F6]Represents securities held by PE Holder, L.L.C. PE Holdings, L.L.C. is the sole member of PE Holder L.L.C. SOF-XI U.S. Public MAR Holdings L.P. is the sole member of PE Holdings, L.L.C. Starwood XI Management Holdings GP, L.L.C. is the general partner of SOF-XI U.S. Public MAR Holdings L.P. Starwood XI Management, L.P. is the sole member of Starwood XI Management Holdings GP, L.L.C. Starwood XI Management GP, L.L.C. is the general partner of Starwood XI Management, L.P. Starwood Capital Group Global II, L.P. is the sole member of Starwood XI Management GP, L.L.C. SCGG II GP, L.L.C. is the general partner of Starwood Capital Group Global II, L.P. Starwood Capital Group Holdings GP, L.L.C. is the sole member of SCGG II GP, L.L.C. BSS SCG GP Holdings, LLC is the sole member of Starwood Capital Group Holdings GP, L.L.C. Barry S. Sternlicht is the managing member of BSS SCG GP Holdings, LLC.
Documents
Issuer
TPG RE Finance Trust, Inc.
CIK 0001630472
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001809797
Filing Metadata
- Form type
- 3
- Filed
- Jun 7, 8:00 PM ET
- Accepted
- Jun 8, 5:16 PM ET
- Size
- 15.3 KB