v3.25.2
Acquisition
6 Months Ended
Jun. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisition
3. Acquisition
On July 1, 2025, the Company and certain of its affiliated entities completed the acquisition (the “Peppertree Transaction”) with Peppertree Capital Management, Inc. (“Peppertree”) and certain affiliated entities and equity holders thereof (together with Peppertree, the “Peppertree Parties”), pursuant to which the Company acquired the Peppertree business for closing consideration of (i) an estimated $237.9 million in cash (based on an assumed level of net cash and working capital of Peppertree), (ii) 5,372,330 Common Units of TPG Operating Group (including an equal number of shares of Class B common stock of the Company), (iii) 274,300 restricted stock units of the Company and (iv) 2,913,939 shares of nonvoting Class A common stock of the Company. In addition, upon the satisfaction of certain fee-related revenue and fundraising targets by Peppertree, certain Peppertree Parties will be entitled to an earnout payment of up to $300.0 million (the “Earnout Payment”). If achieved, the Earnout Payment is payable, at the Company’s election and subject to certain limitations set forth in the Transaction Agreement, in cash, Common Units (including an equal number of shares of Class B common stock) or a combination thereof.
The Company will account for the Peppertree Transaction using the acquisition method of accounting in accordance with ASC 805, with the Company serving as the accounting acquirer. The Company will account for the Peppertree Transaction in its financial statements as of September 30, 2025, subject to adjustments for provisional amounts through the measurement period which is limited to one year from the acquisition date. Given the recent closing, the acquisition accounting analysis is ongoing.