Sec Form 13D Filing - TPG GP A LLC filing for Anywhere Real Estate Inc. (HOUS) - 2023-11-02

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.

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.

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.”

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.”

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.”

This Amendment amends and restates Item 5 of the Original Schedule 13D in its entirety as set forth below:

“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.”

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.”

This Amendment amends and restates Item 7 of the Original Schedule 13D in its entirety as set forth below: 

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

(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).

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.

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.

EXHIBIT INDEX