Exterior of office building

NEW YORK CITY—TPG RE Finance Trust, a mortgage REIT backed by private equity firm TPG, priced its initial public offering late Wednesday and was scheduled to begin trading Thursday morning on the New York Stock Exchange under the TRTX symbol. At $20 per share, the IPO of 11 million shares priced at the low end of its $20-$21 range.

Seeking Alpha reported earlier this week that an IPO at the middle of the price range would give TRTX an implied market capitalization of $1.25 billion. The mREIT has granted the offering's underwriters a 30-day option to purchase up to an additional 1.65 million shares of its common stock at the IPO price.

BofA Merrill Lynch, Citigroup, Goldman Sachs and Wells Fargo Securities are acting as joint book-running managers for the offering. Deutsche Bank Securities, J. P. Morgan, Morgan Stanley and Barclays are acting as additional book-running managers. TPG Capital BD and JMP Securities are acting as co-managers.

In its registration form this past April for the IPO—filed at about the same time as another private equity-backed mREIT, KKR Real Estate Finance Trust, went public—TRTX cited its opportunities in “a robust commercial real estate market with a large, continuing need for flexible debt capital.” The “significant opportunity” that TRTX sees to grow its share of the CRE debt market to finance “is predicated on systemic constraints on the supply of commercial real estate debt capital provided by regulated financial institutions, a drastically reduced new issuance market for CMBS, continued strong demand for secured financing from commercial property owners, limited additions to new supply of commercial property in comparison to long-term averages and the proven ability of our manager's senior investment professionals to successfully identify and execute a differentiated, credit-focused investment approach for transitional lending.”

TRTX's registration form cites Real Capital Analytics data supporting the mREIT's contention that “increasing transaction volumes and strong property price appreciation over the past seven years have supported the growing need for debt capital in connection with refinancing and sales transactions.” Between 2009 and 2015, according to the registration form, CRE transaction volumes grew by a compounded annual growth rate of 34%, from $69 billion to $546 billion, declining slightly to $494 billion in 2016.

The April 25 registration statement notes that along with increased sales volume, commercial property values have increased significantly since '09, “contributing to larger individual acquisition, sales and refinancing transactions that in turn require more debt capital.We believe healthy commercial real estate fundamentals persist primarily because new additions to supply have remained below the long-term average since the onset of the global financial crisis. New additions to inventory result primarily from new construction, financing for which has been sharply constrained by recent financial regulation.”

Founded in 2014, TRTX counts 73% of its assets tied to properties in the 10 largest metropolitan areas. As of the IPO, its portfolio consisted of four mezzanine loans and 54 first mortgage loans with aggregate unpaid principal balances of $58.5 million and $2.6 billion, respectively, according to Seeking Alpha. TRTX is externally managed and advised by TPG RE Finance Trust Management LP, a TPG affiliate.

Exterior of office building Vornado Realty Trust

NEW YORK CITY—TPG RE Finance Trust, a mortgage REIT backed by private equity firm TPG, priced its initial public offering late Wednesday and was scheduled to begin trading Thursday morning on the New York Stock Exchange under the TRTX symbol. At $20 per share, the IPO of 11 million shares priced at the low end of its $20-$21 range.

Seeking Alpha reported earlier this week that an IPO at the middle of the price range would give TRTX an implied market capitalization of $1.25 billion. The mREIT has granted the offering's underwriters a 30-day option to purchase up to an additional 1.65 million shares of its common stock at the IPO price.

BofA Merrill Lynch, Citigroup, Goldman Sachs and Wells Fargo Securities are acting as joint book-running managers for the offering. Deutsche Bank Securities, J. P. Morgan, Morgan Stanley and Barclays are acting as additional book-running managers. TPG Capital BD and JMP Securities are acting as co-managers.

In its registration form this past April for the IPO—filed at about the same time as another private equity-backed mREIT, KKR Real Estate Finance Trust, went public—TRTX cited its opportunities in “a robust commercial real estate market with a large, continuing need for flexible debt capital.” The “significant opportunity” that TRTX sees to grow its share of the CRE debt market to finance “is predicated on systemic constraints on the supply of commercial real estate debt capital provided by regulated financial institutions, a drastically reduced new issuance market for CMBS, continued strong demand for secured financing from commercial property owners, limited additions to new supply of commercial property in comparison to long-term averages and the proven ability of our manager's senior investment professionals to successfully identify and execute a differentiated, credit-focused investment approach for transitional lending.”

TRTX's registration form cites Real Capital Analytics data supporting the mREIT's contention that “increasing transaction volumes and strong property price appreciation over the past seven years have supported the growing need for debt capital in connection with refinancing and sales transactions.” Between 2009 and 2015, according to the registration form, CRE transaction volumes grew by a compounded annual growth rate of 34%, from $69 billion to $546 billion, declining slightly to $494 billion in 2016.

The April 25 registration statement notes that along with increased sales volume, commercial property values have increased significantly since '09, “contributing to larger individual acquisition, sales and refinancing transactions that in turn require more debt capital.We believe healthy commercial real estate fundamentals persist primarily because new additions to supply have remained below the long-term average since the onset of the global financial crisis. New additions to inventory result primarily from new construction, financing for which has been sharply constrained by recent financial regulation.”

Founded in 2014, TRTX counts 73% of its assets tied to properties in the 10 largest metropolitan areas. As of the IPO, its portfolio consisted of four mezzanine loans and 54 first mortgage loans with aggregate unpaid principal balances of $58.5 million and $2.6 billion, respectively, according to Seeking Alpha. TRTX is externally managed and advised by TPG RE Finance Trust Management LP, a TPG affiliate.

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Paul Bubny

Paul Bubny is managing editor of Real Estate Forum and GlobeSt.com. He has been reporting on business since 1988 and on commercial real estate since 2007. He is based at ALM Real Estate Media Group's offices in New York City.

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