UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
__________________________________________
SCHEDULE
13D
(Rule
13d-101)
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 3)*
__________________________________________
Anywhere
Real Estate Inc.
(Name
of Issuer)
Common
Stock, par value $0.01 per share
(Title
of Class of Securities)
75605Y106
(CUSIP
Number)
Bradford
Berenson
TPG
Inc.
301
Commerce Street, Suite 3300
Fort
Worth, TX 76102
(817)
871-4000
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November
1, 2023
(Date
of Event Which Requires Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §
240.13d-7 for other parties to whom copies are to be sent.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934, as amended (the “Act”), or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see the Notes).
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
CUSIP
No. 75605Y106 |
13D |
Page
2 of 15 |
1 |
NAMES
OF REPORTING PERSONS |
|
|
TPG
GP A, LLC |
|
|
|
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) |
(a) |
☐ |
|
(b) |
☐ |
|
|
3 |
SEC
USE ONLY |
|
|
|
|
|
|
|
4 |
SOURCE
OF FUNDS (see instructions) |
|
|
OO
(See Item 3) |
|
|
|
|
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
|
☐ |
|
|
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
|
Delaware |
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER |
|
|
0 |
|
|
|
|
8 |
SHARED
VOTING POWER |
|
|
9,886,214
(See Items 3, 4 and 5) |
|
|
|
|
9 |
SOLE
DISPOSITIVE POWER |
|
|
0 |
|
|
|
|
10 |
SHARED
DISPOSITIVE POWER |
|
|
9,886,214
(See Items 3, 4 and 5) |
|
|
|
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
9,886,214
(See Items 3, 4 and 5) |
|
|
|
|
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
☐ |
|
|
|
|
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
8.9%* |
|
|
|
|
14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
OO |
|
|
|
|
|
|
|
|
|
|
| * | The
calculation is based on 110,487,870 shares of Common Stock (as defined below) outstanding
as of October 31, 2023, as reported in the Quarterly Report on Form 10-Q filed by the Issuer
(as defined below) with the U.S. Securities and Exchange Commission (the “Commission”)
on November 2, 2023. |
CUSIP
No. 75605Y106 |
13D |
Page
3 of 15 |
1 |
NAMES
OF REPORTING PERSONS |
|
|
Angelo,
Gordon & Co., L.P. |
|
|
|
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) |
(a) |
☐ |
|
(b) |
☐ |
|
|
3 |
SEC
USE ONLY |
|
|
|
|
|
|
|
4 |
SOURCE
OF FUNDS (see instructions) |
|
|
OO
(See Item 3) |
|
|
|
|
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
|
☐ |
|
|
|
|
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
|
Delaware |
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER |
|
|
0 |
|
|
|
|
8 |
SHARED
VOTING POWER |
|
|
9,886,214
(See Items 3, 4 and 5) |
|
|
|
|
9 |
SOLE
DISPOSITIVE POWER |
|
|
0 |
|
|
|
|
10 |
SHARED
DISPOSITIVE POWER |
|
|
9,886,214
(See Items 3, 4 and 5) |
|
|
|
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
9,886,214
(See Items 3, 4 and 5) |
|
|
|
|
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
☐ |
|
|
|
|
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
8.9%* |
|
|
|
|
14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
IA,
PN |
|
|
|
|
|
|
|
|
|
|
| * | The calculation is based on 110,487,870 shares of Common Stock outstanding
as of October 31, 2023, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on November 2,
2023. |
CUSIP
No. 75605Y106 |
13D |
Page
4 of 15 |
1 |
NAMES
OF REPORTING PERSONS |
|
|
AG
GP LLC |
|
|
|
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) |
(a) |
☐ |
|
(b) |
☐ |
|
|
3 |
SEC
USE ONLY |
|
|
|
|
|
|
|
4 |
SOURCE
OF FUNDS (see instructions) |
|
|
OO
(See Item 3) |
|
|
|
|
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
|
☐ |
|
|
|
|
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
|
Delaware |
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER |
|
|
0 |
|
|
|
|
8 |
SHARED
VOTING POWER |
|
|
9,886,214
(See Items 3, 4 and 5) |
|
|
|
|
9 |
SOLE
DISPOSITIVE POWER |
|
|
0 |
|
|
|
|
10 |
SHARED
DISPOSITIVE POWER |
|
|
9,886,214
(See Items 3, 4 and 5) |
|
|
|
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
9,886,214
(See Items 3, 4 and 5) |
|
|
|
|
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
☐ |
|
|
|
|
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
8.9%* |
|
|
|
|
14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
HC,
OO |
|
|
|
|
|
|
|
|
|
|
| * | The calculation is based on 110,487,870 shares of Common Stock outstanding
as of October 31, 2023, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on November 2,
2023. |
CUSIP
No. 75605Y106 |
13D |
Page
5 of 15 |
1 |
NAMES
OF REPORTING PERSONS |
|
|
David
Bonderman |
|
|
|
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) |
(a) |
☐ |
|
(b) |
☐ |
|
|
3 |
SEC
USE ONLY |
|
|
|
|
|
|
|
4 |
SOURCE
OF FUNDS (see instructions) |
|
|
OO
(See Item 3) |
|
|
|
|
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
|
☐ |
|
|
|
|
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
|
United
States of America |
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER |
|
|
0 |
|
|
|
|
8 |
SHARED
VOTING POWER |
|
|
9,886,214
(See Items 3, 4 and 5) |
|
|
|
|
9 |
SOLE
DISPOSITIVE POWER |
|
|
0 |
|
|
|
|
10 |
SHARED
DISPOSITIVE POWER |
|
|
9,886,214
(See Items 3, 4 and 5) |
|
|
|
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
9,886,214
(See Items 3, 4 and 5) |
|
|
|
|
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
☐ |
|
|
|
|
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
8.9%* |
|
|
|
|
14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
IN |
|
|
|
|
|
|
|
|
|
|
| * | The calculation is based on 110,487,870 shares of Common Stock outstanding
as of October 31, 2023, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on November 2,
2023. |
CUSIP
No. 75605Y106 |
13D |
Page
6 of 15 |
1 |
NAMES
OF REPORTING PERSONS |
|
|
James
G. Coulter |
|
|
|
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) |
(a) |
☐ |
|
(b) |
☐ |
|
|
3 |
SEC
USE ONLY |
|
|
|
|
|
|
|
4 |
SOURCE
OF FUNDS (see instructions) |
|
|
OO
(See Item 3) |
|
|
|
|
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
|
☐ |
|
|
|
|
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
|
United
States of America |
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER |
|
|
0 |
|
|
|
|
8 |
SHARED
VOTING POWER |
|
|
9,886,214
(See Items 3, 4 and 5) |
|
|
|
|
9 |
SOLE
DISPOSITIVE POWER |
|
|
0 |
|
|
|
|
10 |
SHARED
DISPOSITIVE POWER |
|
|
9,886,214
(See Items 3, 4 and 5) |
|
|
|
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
9,886,214
(See Items 3, 4 and 5) |
|
|
|
|
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
☐ |
|
|
|
|
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
8.9%* |
|
|
|
|
14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
IN |
|
|
|
|
|
|
|
|
|
|
| * | The calculation is based on 110,487,870 shares of Common Stock outstanding
as of October 31, 2023, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on November 2,
2023. |
CUSIP
No. 75605Y106 |
13D |
Page
7 of 15 |
1 |
NAMES
OF REPORTING PERSONS |
|
|
Jon
Winkelried |
|
|
|
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) |
(a) |
☐ |
|
(b) |
☐ |
|
|
3 |
SEC
USE ONLY |
|
|
|
|
|
|
|
4 |
SOURCE
OF FUNDS (see instructions) |
|
|
OO
(See Item 3) |
|
|
|
|
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
|
☐ |
|
|
|
|
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
|
United
States of America |
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER |
|
|
0 |
|
|
|
|
8 |
SHARED
VOTING POWER |
|
|
9,886,214
(See Items 3, 4 and 5) |
|
|
|
|
9 |
SOLE
DISPOSITIVE POWER |
|
|
0 |
|
|
|
|
10 |
SHARED
DISPOSITIVE POWER |
|
|
9,886,214
(See Items 3, 4 and 5) |
|
|
|
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
9,886,214
(See Items 3, 4 and 5) |
|
|
|
|
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
☐ |
|
|
|
|
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
8.9%* |
|
|
|
|
14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
IN |
|
|
|
|
|
|
|
|
|
|
| * | The calculation is based on 110,487,870 shares of
Common Stock outstanding as of October 31, 2023, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the
Commission on November 2, 2023. |
CUSIP
No. 75605Y106 |
13D |
Page
8 of 15 |
Explanatory
Note
This
Amendment No. 3 (the “Amendment”) amends and supplements the Schedule 13D filed by Angelo Gordon on November 23, 2022,
as amended and supplemented by Amendment No. 1 filed on June 26, 2023 and Amendment No. 2 filed on October 12, 2023 (as so
amended, the “Original Schedule 13D” and, as amended and supplemented by this Amendment, the “Schedule 13D”),
with respect to the Common Stock of the Issuer. This Amendment is being filed in connection with the acquisition by TPG Inc. of Angelo
Gordon (as defined below) and AG Funds L.P., as further described below. As a result of the Transaction (as defined below), TPG GP A
may be deemed to have become the beneficial owner of the securities beneficially owned by Angelo Gordon, including the securities of
the Issuer. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original
Schedule 13D.
Item 2. |
Identity and Background |
This
Amendment amends and restates Item 2 of the Original Schedule 13D in its entirety as set forth below:
“This
Schedule 13D is being filed jointly on behalf of TPG GP A, LLC, a Delaware limited liability company (“TPG GP A”),
Angelo, Gordon & Co., L.P., a Delaware limited partnership (“Angelo Gordon”), AG GP LLC, a Delaware limited liability
company (“AG GP”), David Bonderman, James G. Coulter and Jon Winkelried (each, a “Reporting Person”
and collectively, the “Reporting Persons”). The business address of each of TPG GP A, David Bonderman, James G. Coulter
and Jon Winkelried is c/o TPG Inc., 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102. The business address of each of Angelo
Gordon and AG GP is 245 Park Avenue, 26th Floor, New York, New York 10167.
TPG
GP A is the managing member of TPG Group Holdings (SBS) Advisors, LLC, a Delaware limited liability company, which is the general partner
of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which holds 100% of the shares of Class B common stock (which represents
a majority of the combined voting power of the common stock) of TPG Inc., a Delaware corporation, which is the sole member of TPG GPCo,
LLC, a Delaware limited liability company, which is the sole member of TPG Holdings II-A, LLC, a Delaware limited liability company,
which is the general partner of TPG Operating Group II, L.P., a Delaware limited partnership, which is the sole member of AG GP, which
is the general partner of Angelo Gordon, which is the manager to certain managed accounts and investment fund vehicles (collectively,
the “Accounts”) that directly hold an aggregate of 9,886,214 shares of Common Stock.
Because
of the relationship of TPG GP A to the Accounts, TPG GP A may be deemed to beneficially own the shares of Common Stock held in the Accounts.
TPG GP A is owned by entities owned by Messrs. Bonderman, Coulter and Winkelried. Because of the relationship of Messrs. Bonderman, Coulter
and Winkelried to TPG GP A, each of Messrs. Bonderman, Coulter and Winkelried may be deemed to beneficially own the shares of Common
Stock held in the Accounts. Messrs. Bonderman, Coulter and Winkelried disclaim beneficial ownership of the shares of Common Stock held
in the Accounts except to the extent of their pecuniary interest therein.
The
principal business of TPG GP A is serving as the sole ultimate general partner, managing member or similar entity of related entities
engaged in making or recommending investments in securities of public and private companies.
The
principal business of Angelo Gordon is the management of the assets and activities of the in its capacity as manager to certain managed
accounts and investment fund vehicles.
The
principal business of AG GP is acting as the general partner of Angelo Gordon.
The
present principal occupation of Mr. Bonderman is Non-Executive Chairman and Director of TPG and officer, director and/or manager of other
affiliated entities.
CUSIP
No. 75605Y106 |
13D |
Page
9 of 15 |
The
present principal occupation of Mr. Coulter is Executive Chairman and Director of TPG and officer, director and/or manager of other affiliated
entities.
The
present principal occupation of Mr. Winkelried is Chief Executive Officer and Director of TPG and officer, director and/or manager of
other affiliated entities.
The
name, residence or business address and present principal occupation or employment of each director, executive officer and controlling
person of TPG GP A are listed on Schedule I hereto.
The
name, residence or business address and present principal occupation or employment of each director, executive officer and controlling
person of AG GP are listed on Schedule II hereto.
Each
of Messrs. Bonderman, Coulter, Winkelried and the individuals referred to on Schedules I and II hereto is a United States citizen.
The
agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is attached as Exhibit 1 hereto.
During
the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, without independent verification,
any of the persons listed on Schedules I and II hereto (i) has been convicted in any criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.”
Item 3. |
Source and Amount of Funds
or Other Consideration |
This
Amendment amends and supplements Item 3 of the Original Schedule 13D by inserting the following before the first paragraph:
“The
information set forth or incorporated by reference in Items 2, 4, 5 and 6 of this Schedule 13D is hereby incorporated by reference into
this Item 3.”
This
Amendment further amends and supplements Item 3 of the Original Schedule 13D by inserting the following after the final paragraph:
“On
May 14, 2023, TPG Inc. and certain of its affiliated entities entered into a transaction agreement (the “Transaction Agreement”)
with Angelo Gordon and AG Funds L.P. and certain of their affiliated entities pursuant to which TPG Inc. agreed to acquire Angelo Gordon
and A.G. Funds, L.P. on the terms and subject to the conditions set forth in the Transaction Agreement (the “Transaction”).
As
a result of the Transaction’s consummation on November 1, 2023, TPG GP A may be deemed to be the indirect beneficial owner of the
shares of Common Stock held in the Accounts.”
Item 4. |
Purpose of Transaction |
This
Amendment amends and supplements Item 4 of the Original Schedule 13D by inserting the following:
“The
information set forth or incorporated by reference in Items 2, 3, 5 and 6 of this Schedule 13D is hereby incorporated by reference into
this Item 4.”
Item 5. |
Interest in Securities of the Issuer |
This
Amendment amends and restates Item 5 of the Original Schedule 13D in its entirety as set forth below:
CUSIP
No. 75605Y106 |
13D |
Page
10 of 15 |
“The
information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D and the information set forth or
incorporated by reference in Items 2, 3, 4 and 6 is incorporated by reference in its entirety into this Item 5.
(a)-(b)
The following sentence is based on 110,487,870 shares of Common Stock outstanding
as of October 31, 2023, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on November 2, 2023.
Pursuant to Rule 13d-3 under the Act, the Reporting Persons may be deemed to beneficially own 9,886,214 shares of Common Stock, which
constitutes approximately 8.9% of the outstanding shares of Common Stock.
(c)
Except as set forth in this Item 5, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, without independent
verification, any person named in Item 2 hereof, has effected any transaction in the shares of Common Stock during the past 60 days.
(d)
To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified
in this Item 5.
(e) Not
applicable.”
Item 6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
This
Amendment amends and supplements Item 6 of the Original Schedule 13D is hereby amended and supplemented as follows:
“The
information set forth or incorporated by reference in Items 2, 3, 4 and 5 of this Schedule 13D is incorporated by reference in its entirety
into this Item 6.
Except
as described above, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships
(legal or otherwise), including, but not limited to, the transfer or voting of any of the securities, finder’s fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies,
among the persons named in Item 2 or between such persons and any other person, with respect to any securities of the Issuer, including,
but not limited to, any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting
power or investment power over such securities.”
Item 7. |
Material to Be Filed as Exhibits |
This Amendment amends and restates Item 7 of the Original Schedule 13D in its entirety as set forth below:
Exhibit 1 |
Agreement of Joint Filing, dated November 1, 2023, by and among Issuer, TPG GP A, LLC, Angelo, Gordon & Co., L.P., AG GP LLC, David Bonderman, James G. Coulter and Jon Winkelried. |
CUSIP
No. 75605Y106 |
13D |
Page
11 of 15 |
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
November 2, 2023
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TPG GP A, LLC |
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By: |
/s/Bradford Berenson |
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Name:
Bradford Berenson |
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Title: General Counsel |
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Angelo, Gordon & Co., L.P. |
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By: AG GP LLC |
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Its General Partner |
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By: |
/s/Christopher D. Moore |
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Name:
Christopher D. Moore |
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Title: Authorized Signatory |
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AG GP LLC |
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By: |
/s/Christopher D. Moore |
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Name: Christopher
D. Moore |
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Title: Authorized Signatory |
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David Bonderman |
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By: |
/s/Gerald Neugebauer |
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Gerald Neugebauer on behalf of David Bonderman
(1) |
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James G. Coulter |
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By: |
/s/Gerald Neugebauer |
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Gerald Neugebauer on behalf of James G.
Coulter (2) |
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Jon Winkelried |
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By: |
/s/Gerald
Neugebauer |
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Gerald Neugebauer on behalf of Jon Winkelried (3) |
(1) Gerald Neugebauer is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated February 26, 2020, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Bonderman on March 6, 2020 (SEC File No. 001-38156).
(2) Gerald Neugebauer is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated February 26, 2020, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Coulter on March 6, 2020 (SEC File No. 001-38156).
(3) Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to an authorization and designation letter dated October 12, 2020, which was previously filed with the Commission as an exhibit to a Form 3 filed by Mr. Winkelried on October 22, 2020 (SEC File No. 001-39651).
CUSIP
No. 75605Y106 |
13D |
Page
12 of 15 |
SCHEDULE
I
Information
with Respect to Executive Officers of TPG GP A, LLC. All addresses are c/o TPG Inc., 301 Commerce Street, Suite 3300, Fort Worth, Texas
76102.
Name |
Title |
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James G. Coulter |
Executive Chairman |
Jon Winkelried |
Chief Executive Officer |
Jack Weingart |
Chief Financial Officer |
Todd Sisitsky |
President |
Anilu Vazquez-Ubarri |
Chief Human Resources Officer |
Bradford Berenson |
General Counsel |
Joann Harris |
Chief Compliance Officer |
Martin Davidson |
Chief Accounting Officer |
Steven A. Willmann |
Treasurer |
CUSIP
No. 75605Y106 |
13D |
Page
13 of 15 |
SCHEDULE
II
Information
with Respect to Executive Officers of Angelo, Gordon & Co., L.P. All addresses are 245 Park Avenue, 26th Floor, New York, New York
10167.
Name |
Title |
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Joshua Baumgarten |
Co-Chief Executive Officer
and Co-Chief Investment Officer |
Adam Schwartz |
Co-Chief Executive Officer
and Co-Chief Investment Officer |
Brian Sigman |
Chief Financial Officer |
Frank Stadelmaier |
Chief Operating Officer |
Christopher Moore |
General Counsel |
Andrew Parks |
Chief Risk Officer |
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CUSIP
No. 75605Y106 |
13D |
Page
14 of 15 |
EXHIBIT
INDEX
Exhibit 1 |
Agreement of Joint Filing, dated November 1, 2023, by and among Issuer, TPG GP A, LLC, Angelo, Gordon & Co., L.P., AG GP LLC, David Bonderman, James G. Coulter and Jon Winkelried. |
CUSIP
No. 75605Y106 |
13D |
Page
15 of 15 |
Exhibit
1
AGREEMENT
OF JOINT FILING
This joint filing agreement (this
“Agreement”) is made and entered into as of this 1st day of November, 2023 by and among TPG GP A, LLC, Angelo, Gordon
& Co., L.P, AG GP LLC, David Bonderman, James G. Coulter and Jon Winkelried.
The
parties to this Agreement hereby agree to prepare jointly and file timely (and otherwise to deliver as appropriate) all filings on any
Form 3, Form 4, Form 5 or Schedule 13D or Schedule 13G, and any and all amendments thereto and any other document relating thereto (collectively,
the “Filings”) required to be filed by them pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). Each party to this Agreement further agrees and covenants to the other parties that it will fully cooperate with such other
parties in the preparation and timely filing (and other delivery) of all such Filings.
This
agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.
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TPG GP A, LLC |
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By: |
/s/Bradford
Berenson |
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Name:
Bradford Berenson |
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Title: General Counsel |
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Angelo, Gordon & Co., L.P. |
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By: AG GP LLC |
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Its General Partner |
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By: |
/s/Christopher
D. Moore |
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Name:
Christopher D. Moore |
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Title: Authorized Signatory |
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AG GP LLC |
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By: |
/s/Christopher
D. Moore |
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Name: Christopher D.
Moore |
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Title: Authorized Signatory |
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David Bonderman |
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By: |
/s/Gerald
Neugebauer |
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Gerald Neugebauer on behalf of David Bonderman |
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James G. Coulter |
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By: |
/s/Gerald
Neugebauer |
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Gerald Neugebauer on behalf of James G. Coulter |
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Jon Winkelried |
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By: |
/s/Gerald
Neugebauer |
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Gerald Neugebauer on behalf of Jon Winkelried |
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