UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Senior Secured Credit Agreement
On May 14, 2026 (the “Closing Date”), TPG RE Finance Trust, Inc. (the “Company”), as borrower, entered into a Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, N.A. (“Wells Fargo”), as administrative agent and collateral agent (in such capacities, the “Agent”), and certain other lenders and issuing banks named therein. The Credit Agreement provides for, among other things, term loans in an aggregate principal amount of $400,000,000 (collectively, the “Term Loan B”) and a revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan B, the “Facilities”) in an aggregate principal amount of $100,000,000. The Company intends to use the net proceeds from the Term Loan B and any Revolving Loans (as defined below) to repay outstanding indebtedness, including partially funding the redemption of the Company’s TRTX 2022-FL5 collateralized loan obligation, or for other general corporate purposes.
Term Loan B
The Term Loan B Loans matures on May 14, 2033 and bears interest at an annual rate equal to, at the Company’s option, either (i) 2.75% plus the secured overnight financing rate (“Term SOFR”) or (ii) 1.75% plus a base rate (which is equal to the highest of (i) 0.50% per annum above the federal funds effective rate, (ii) the prime rate and (iii) one-month Term SOFR plus 1.00% per annum) (the “Base Rate”). The Term Loan B is subject to a quarterly amortization equal to 0.25% of the aggregate original principal amount commencing with the last business day of December 2026.
Revolving Credit Facility
The Revolving Credit Facility matures on May 14, 2031 and any loans drawn on the Revolving Credit Facility (any such loans, the “Revolving Loans”) bear interest at an annual rate equal to, at the Company’s option, either (i) 2.00% plus Term SOFR or (ii) 1.00% plus the Base Rate. The Revolving Loans are not subject to amortization.
Guarantees and Security
The Company’s obligations under the Credit Agreement are guaranteed by certain subsidiaries of the Company. Additionally, the Company’s obligations under the Credit Agreement are secured on a first-priority basis by substantially all of the assets of the Company and certain subsidiaries of the Company to the extent such assets are subject to a lien securing the obligations under the Credit Agreement.
Covenants
The Credit Agreement contains customary affirmative covenants and negative covenants, which are subject to a number of exceptions and adjustments and include, among other things:
| • | covenants that restrict the ability of the Company and certain of its subsidiaries to incur liens on certain assets, materially alter the nature of its business, dispose of material assets, engage in mergers, consolidations and certain other fundamental changes, or engage in certain transactions with affiliates; and |
| • | financial covenants that require that the Company maintain (i) a consolidated Total Debt to Total Assets Ratio (as defined in the Credit Agreement) not to exceed 83.333% (the “LTV Covenant”), (ii) a minimum Interest Coverage Ratio (as defined in the Credit Agreement) of not less than 1.30 to 1.00 (the “Interest Coverage Covenant”) and (iii) minimum cash liquidity of no less than the greater of: $15.0 million and 5.0% of the recourse indebtedness of the Company and TPG RE Finance Trust Holdco, LLC, the Company’s wholly owned subsidiary (the “Liquidity Covenant”). The LTV Covenant is for the benefit of all Lenders (as defined in the Credit Agreement), whereas the Interest Coverage Covenant and Liquidity Covenant are solely for the benefit of the Revolving Lenders (as defined in the Credit Agreement). |
Other
Certain lenders under the Credit Agreement and/or their affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing, and brokerage activities. Some of the lenders and their affiliates have engaged in, and may in the future engage in, investment banking, financial advisory, and other commercial dealings in the ordinary course of business with the Company or the Company’s affiliates. Such lenders have received, or may in the future receive, customary fees and commissions for such transactions.
The foregoing description of the Credit Agreement does not purport to be a complete description of the terms of the Credit Agreement and is subject to, and qualified in its entirety by, the full text of the Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference insofar as it relates to the creation of a direct financial obligation.
| Item 7.01 | Regulation FD Disclosure. |
On May 14, 2026, the Company issued a press release (the “press release”) announcing the Company’s entry into the Credit Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 7.01.
The furnishing of the press release is not intended to constitute a representation that such furnishing is required by Regulation FD or other securities laws, or that the press release includes material investor information that is not otherwise publicly available. In addition, the Company does not assume any obligation to update such information in the future.
The information contained in this Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, unless it is specifically incorporated by reference therein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Credit Agreement, dated as of May 14, 2026, by and among TPG RE Finance Trust, Inc., Wells Fargo Bank, N.A., and certain other lenders and issuing banks named therein. | |
| 99.1 | Press Release, dated May 14, 2026. | |
| 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/ Brandon Fox | |
| Name: | Brandon Fox | |
| Title: | Interim Chief Financial Officer and Chief Accounting Officer | |
Date: May 14, 2026