8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): June 17, 2020

TPG RE FINANCE TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland	001-38156	36-4796967
(State or other jurisdiction<br> <br>of incorporation)	(Commission<br> <br>File Number)	(I.R.S. Employer<br> <br>Identification No.)

888 Seventh Avenue, 35th Floor, New York, New York 10106

(Address of principal executive offices) (Zip code)

(212) 601-7400

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br> <br>symbol(s)	Name of each exchange<br> <br>on which registered
Common Stock, par value $0.001 per share	TRTX	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01.	Other Events.

On June 17, 2020, TPG RE Finance Trust, Inc., a Maryland corporation (the “Company”), filed with the Securities and Exchange Commission a prospectus supplement (the “Prospectus Supplement”) to the prospectus dated August 7, 2018, which was included in the Company’s automatic shelf registration statement on Form S-3 (No. 333-226642). The Prospectus Supplement relates to the offer and sale, from time to time, of up to 9,387,866 shares of the Company’s common stock, $0.001 par value per share, by the selling stockholder identified in the Prospectus Supplement.

The registration of the offer and sale of shares of the Company’s common stock covered by the Prospectus Supplement satisfies certain contractual obligations and does not necessarily mean that the selling stockholder identified in the Prospectus Supplement will offer to sell any of the shares of common stock offered thereby.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br>No.		Description of Exhibit
	5.1	Opinion of Venable LLP
	8.1	Tax Opinion of Vinson & Elkins LLP
	23.1	Consent of Venable LLP (included in Exhibit 5.1)
	23.2	Consent of Vinson & Elkins LLP (included in Exhibit 8.1)
	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/ Robert Foley
	Robert Foley
	Chief Financial and Risk Officer

Dated: June 17, 2020

EX-5.1

Exhibit 5.1

June 17, 2020

TPG RE Finance Trust, Inc.

888 Seventh Avenue, 35th Floor

New York, New York 10106

Re:	Registration Statement on Form S-3

Commission File No. 333-226642

Ladies and Gentlemen:

We have served as Maryland counsel to TPG RE Finance Trust, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law relating to the sale and issuance of up to 9,387,866 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share, by the entity named under the caption “Selling Stockholder” in the Prospectus Supplement (as defined below). The offering and sale of the Shares are covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

1.    The Registration Statement and the form of Prospectus included therein, in the form filed with the Commission under the Securities Act;

2.    The Prospectus Supplement, dated June 17, 2020 (the “Prospectus Supplement”), in the form filed with the Commission under the Securities Act;

3.    The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

4.    The Second Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;

5.    Resolutions adopted by the Board of Directors of the Company relating to, among other matters, the sale and issuance of the Shares, certified as of the date hereof by an officer of the Company;

TPG RE Finance Trust, Inc.

June 17, 2020

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6.    A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

7.    A certificate executed by an officer of the Company, dated as of the date hereof; and

8.    Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

1.    Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

2.    Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3.    Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

4.    All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

5.    None of the Shares have been issued or transferred, and none of the Shares will be transferred, in violation of the restrictions or limitations contained in Article VII of the Charter.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

TPG RE Finance Trust, Inc.

June 17, 2020

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1.    The Company is a corporation duly incorporated and validly existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

2.    The issuance of the Shares has been duly authorized and the Shares are validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning federal law or any other state law. We express no opinion as to the applicability or effect of any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of judicial decisions which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K relating to the sale of the Shares (the “Current Report”). We hereby consent to the filing of this opinion as an exhibit to the Current Report and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act.

Very truly yours,
/s/ Venable LLP

EX-8.1

Exhibit 8.1

June 17, 2020

TPG RE Finance Trust, Inc.

888 Seventh Avenue, 35th Floor

New York, NY 10106

Re:    TPG RE Finance Trust, Inc. Qualification as a Real Estate Investment Trust

Ladies and Gentlemen:

We have acted as counsel to TPG RE Finance Trust, Inc., a Maryland corporation (the “Company”), in connection with the offer and sale of up to 9,387,866 shares of common stock of the Company, par value $0.001 per share (“Common Stock”) to be sold by Flourish Investment Corporation pursuant to the prospectus supplement dated June 17, 2020 (the “Prospectus Supplement”) to the prospectus filed August 7, 2018 (the “Prospectus”), forming part of the Registration Statement on Form S-3 filed with the Securities and Exchange Commission on August 7, 2018 (File No. 333-226642) (the “Registration Statement”) with respect to the offer and sale from time-to-time of Common Stock, preferred stock, par value $0.001 per share, of the Company, subscription rights to purchase debt or equity securities of the Company, purchase contracts and units consisting of two or more of the foregoing. You have requested our opinion regarding certain U.S. federal income tax matters.

In connection with the opinions rendered in (a) and (b) below (together, the “Tax Opinion”), we have examined the following:

1.	the Registration Statement, the Prospectus and the Prospectus Supplement;
2.	the Company’s Articles of Amendment and Restatement, dated as of July 19, 2017, as amended and<br>supplemented;
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3.	the Articles of Amendment and Restatement of TPG RE Finance Trust CLO<br>Sub-REIT (“Sub-REIT”), dated as of March 30, 2018, as amended and supplemented;
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4.	the Limited Liability Company Agreement of TPG RE Finance Trust Holdco, LLC, dated as of November 13,<br>2014, as amended;
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5.	the Stockholders’ Agreement, dated as of December 15, 2014, by and among the Company and the<br>Stockholders (as defined therein); and
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6.	such other documents as we have deemed necessary or appropriate for purposes of this opinion.<br>
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Vinson & Elkins LLP Attorneys at Law<br><br><br>Austin Dallas Dubai Hong Kong Houston London New York<br> <br>Richmond<br>Riyadh San Francisco Tokyo Washington	2200 Pennsylvania Avenue NW, Suite 500 West<br><br><br>Washington, DC 20037<br> <br>Tel +1.202-639-6500 Fax +1.202-639-6604 www.velaw.com
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June 17, 2020 Page<br> 2
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In connection with the opinions rendered below, we have assumed, with your consent, that:

1.	each of the documents referred to above is authentic, if an original, or is accurate, if a copy; and has not<br>been amended;
2.	during its taxable year ending December 31, 2020, and future taxable years, the Company has operated and<br>will operate in a manner that will make the factual representations contained in a certificate, dated the date hereof and executed by a duly appointed officer of the Company (the “Company Officer’s Certificate”), true for such<br>years;
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3.	during its taxable year ending December 31, 2020, and future taxable years,<br>Sub-REIT has operated and will operate in a manner that will make the factual representations contained in a certificate, dated the date hereof and executed by a duly appointed officer of Sub-REIT (the “Sub-REIT Officer’s Certificate,” and together with the Company Officer’s Certificate, the “Officer’s<br>Certificates”), true for such years;
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4.	the Company will not make any amendments to its organizational documents after the date of this opinion that<br>would affect its qualification as a real estate investment trust (a “REIT”) for any taxable year;
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5.	Sub-REIT will not make any amendments to its organizational documents<br>after the date of this opinion that would affect its qualification as a REIT for any taxable year; and
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6.	no action will be taken by the Company or Sub-REIT after the date<br>hereof that would have the effect of altering the facts upon which the opinions set forth below are based.
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In connection with the opinions rendered below, we also have relied upon the correctness of the factual representations contained in the Officer’s Certificates. We are not aware of any facts that are inconsistent with, or that would cause us to question the accuracy and completeness of, the representations contained in the Officer’s Certificates. Where the factual representations in the Officer’s Certificates involve terms defined in the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury regulations thereunder (the “Regulations”), published rulings of the Internal Revenue Service (the “Service”), or other relevant authority, we have reviewed with the individuals making such representations the relevant provisions of the Code, the applicable Regulations, the published rulings of the Service, and other relevant authority.

Based solely on the documents and assumptions set forth above, the representations set forth in the Officer’s Certificates and the discussion in the Prospectus under the caption “Material U.S. Federal

June 17, 2020 Page<br> 3

Income Tax Considerations” and in the Prospectus Supplement under the caption “Additional Material U.S. Federal Income Tax Considerations” (which are incorporated herein by reference), we are of the opinion that:

(a)	the Company qualified to be taxed as a REIT pursuant to sections 856 through 860 of the Code for its taxable<br>years ended December 31, 2014 through December 31, 2019, and the Company’s organization and current and proposed method of operation will enable it to continue to qualify as a REIT under the Code for its taxable years ending<br>December 31, 2020 and thereafter; and
(b)	the descriptions of the law and the legal conclusions in the Prospectus under the caption “Material U.S.<br>Federal Income Tax Considerations” and in the Prospectus Supplement under the caption “Additional Material U.S. Federal Income Tax Considerations” are correct in all material respects.
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We will not review on a continuing basis the Company’s or Sub-REIT’s compliance with the documents or assumptions set forth above, or the factual representations set forth in the Officer’s Certificates. Accordingly, no assurance can be given that the actual results of the Company’s operations for any given taxable year will satisfy the requirements for qualification and taxation as a REIT. Although we have made such inquiries and performed such investigations as we have deemed necessary to fulfill our professional responsibilities as counsel, we have not undertaken an independent investigation of all of the facts referred to in this opinion letter or the Officer’s Certificates.

The foregoing Tax Opinion is based on current provisions of the Code, the Regulations, published administrative interpretations thereof, and published court decisions. The Service has not issued Regulations or administrative interpretations with respect to various provisions of the Code relating to REIT qualification. No assurance can be given that the law will not change in a way that will prevent the Company from qualifying as a REIT.

The foregoing Tax Opinion is limited to the U.S. federal income tax matters addressed herein, and no other opinions are rendered with respect to other U.S. federal tax matters or to any issues arising under the tax laws of any other country, or any state or locality. We undertake no obligation to update the opinions expressed herein after the date of this letter. This opinion letter speaks only as of the date hereof. Except as provided in the next paragraph, this opinion letter may not be distributed, quoted in whole or in part or otherwise reproduced in any document, or filed with any governmental agency without our express written consent.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not admit that we are in the category of persons whose consent is required by Section 7 of the

June 17, 2020 Page<br> 4

Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder by the Securities and Exchange Commission.

Very truly yours,
/s/ Vinson & Elkins LLP
Vinson & Elkins LLP