Good morning, and welcome to the TPG's Fourth Quarter and Full Year 2023 Earnings Conference Call. Currently, all callers have been placed in a listen-only mode. And following management's prepared remarks, the call will be open for your questions. [Operator Instructions] Please be advised that today's call is being recorded. Please go to TPG's IR website to obtain the earnings materials. I will now turn the call over to Gary Stein, Head of Investor Relations at TPG. Thank you. You may begin.

Great. Thanks, operator, and welcome, everyone. Joining me this morning are Jon Winkelried, Chief Executive Officer; and Jack Weingart, Chief Financial Officer. In addition, our Executive Chairman and Co-Founder, Jim Coulter; and our President, Todd Sisitsky, will be available for the Q&A portion of this morning's call. I'd like to remind you this call may include forward-looking statements that do not guarantee future events or performance. Please refer to TPG's Earnings Release and SEC filings for factors that could cause actual results to differ materially from these statements. TPG undertakes no obligation to revise or update any forward-looking statements, except as required by law. Within our discussion and earnings release, we're presenting GAAP and non-GAAP measures, reflecting the close of the Angelo Gordon transaction on November 1, 2023. We also present pro forma GAAP and non-GAAP measures that assume the transaction closed on January 1, 2023. Please refer to TPG's earnings release for details on the pro forma financial information. We believe certain non-GAAP measures that we discuss on this call are relevant in assessing the financial performance of the business. These non-GAAP measures are reconciled to the nearest GAAP figures in TPG's earnings release, which is available on our website. Please note that nothing on this call constitutes an offer to sell or a solicitation of an offer to purchase, an interest in any TPG fund. Looking briefly at our results for the fourth quarter. We reported GAAP net income attributable to TPG Inc. of $13 million and after-tax distributable earnings of $206 million or $0.51 per share of Class A common stock. We declared a dividend of $0.44 per share of Class A common stock, which will be paid on March 8 to holders of record, as of February 23. With that, I'll turn the call over to Jon.

Thanks, Gary. Good morning, everyone. 2023 was a transformative year for TPG, and I'll begin today by sharing several updates on our progress. On last February's earnings call, we laid out a growth agenda for the year that included three key components. First, scaling our existing strategies and in particular, completing several important fundraises, second, continuing our strong track record of driving organic growth and innovation; and third, expanding our business through targeted acquisitions. We're excited about the progress we've made in all three of these areas. Looking at our business today, we manage more than $220 billion across private equity, credit and real estate and we furthered our position as a scaled, differentiated investment firm. I'll review a few highlights from the past year and also discuss our outlook. First, as it relates to existing strategies, we have completed the fundraises for the next generation of our TPG Capital, Healthcare partners and Rise funds. We have grown our fund sizes, vintage over vintage, across each of these campaigns which is a significant accomplishment given the persistent industry headwinds in private equity fundraising. This is a direct result of TPG's differentiated investment strategies, outstanding performance track record and strong and growing client relationships. Specifically, for TPG Capital 9 and Healthcare Partners too, we held our final close with $15.6 billion of aggregate commitments, up 10% from the prior vintage. And for Rise 3, we closed on $2.7 billion, up 24%. In addition to expanding our existing relationships, we also added many new clients to TPG from around the world with notable progress in the Middle East and Asia. We believe these new client relationships create significant potential for embedded growth in successor funds, as well as the opportunity to expand engagement across additional TPG strategies and products. For our ongoing…

Thank you, John. As Gary mentioned earlier, I'll be discussing our results today on an actual basis, which includes two months of TPG Angelo Gordon from the acquisition close date of November 1, through December 31. In our earnings release, we've also provided pro forma financials for the fourth quarter and full year 2023, which assumed the transaction closed on January 1, 2023. We ended the year with $222 billion of total assets under management, up 64% year-over-year. This was driven by $75 billion of acquired AUM, $16 billion of capital raised and value creation of $7 billion, partially offset by $10 billion of realizations and $1 billion in outflows over the last 12 months. As John mentioned, we had a strong quarter for fundraising, due to the final closes across our capital and Rise funds, as well as the rolling first close of our growth fund. Fee earning AUM increased 76% year-over-year to $137 billion, and we had more than $51 billion of dry powder available to deploy, representing 38% of fee-earning AUM. We also had AUM subject to fee earning growth of $24 billion at the end of the year, of which $14 billion was not yet earning fees. This represents a significant embedded growth driver of potential management fee growth, as we deploy this capital, particularly across our credit vehicles. Fee-related revenue was $465 million in the quarter, up 45% sequentially and 51% year-over-year and $1.3 billion for the year, up 23% from 2022. Management fees totaled $396 million in the quarter and grew 42% sequentially, due in part to the inclusion of TPG AG in our results, as well as substantial catch-up fees related to the final closes for the capital and Rise Funds. Transaction fees increased 79% sequentially and 20% year-over-year to $55 million in…

[Operator Instructions] We'll take our first question from Alex Blostein with Goldman Sachs.

Hi, good morning, everybody. Thank you for the question. My first question is around credit, albeit it's got two quick parts to it. So the first is, hear you on the expectations for accelerating fundraising? And I think you reiterated over the $10 billion number that you talked about previously. Can you just spend a minute on what that comprised of, in terms of the key strategies, but also how much of that growth is sort of like embedded legacy AG relationships or you're also incorporating some of the incremental cross-selling opportunities that we talked about between AG and TPG? And then on the deployment side, and that's the second question here. I was just curious, within the $132 million of sort of shadow fees, how much of that is related to credit? Thanks.

Thanks, Alex. I'll start and then on the last part of it, we'll see if we dig that out. But -- and if not, we'll follow up with you. But, first of all, on the capital formation side, I think that we expect a healthy mix between capital formation, from existing relationships that the AG Credit team currently has, and we're actively involved in those dialogues really across the strategies. We also expect that as we've talked about before, given the lack of overlap in the LP base of both TPG and AG, that there continues to be an exceptional opportunity for us to expand the breadth of capital formation to relationships that TPG has that AG is being introduced to now. And I think you and I have talked about this before, but we're spending a lot of time even since the -- prior to the close, but certainly post close, we're spending a lot of time with our capital formation team focused on expanding the breadth of those relationships on the Credit side. And we feel like we're making good progress. So I'd expect that when we finish this year that will have a nice broadening and deepening of AG credit relationships that will contribute to that and also form the base for future growth in those strategies. We're also in the market. I think I mentioned in my comments, we're also in the market with -- and in process of a number of vehicles for TPG AG Credit, that will be raising capital in the Wealth channel, and that will be a continued focus of ours in terms of expanding the access and reach in the Wealth channel and creating multiple vehicles for each of these strategies, so that the capital raising also becomes more of an ongoing capability as we expand that reach. And I think I mentioned, we have a number of channel partners that have already started that process with us. So I'd expect to see deep and further penetration there as well, given the increase in the brand recognition with TPG AG together, as well as, frankly, the track record that they've created as a result of the investing activity. So I expect to see that as well. And I think that, as I said, we're in the market with all of our Credit strategies. And so expect that the growth in fundraising will occur. It's hard for me to say exactly how it will break down between the three different pillars of our credit strategies, but the growth will occur across all three.

And Alex, this is Jack. On your question about the $132 million of estimated annual fee opportunity from both AUM, not yet earning fees and subject fee step-up, that's weighted toward the AUM not yet earning fees, as you expect. Probably $100 million of that is in that bucket and $30 million or so is in the fee step-up category. And within the AUM not yet earning fees, the biggest components would be across AG's Credit and Real Estate business is probably half of that, call it, $50 million of the $100 million and the remainder kind of weighted toward TPG Growth and Real Estate platforms. And in the FAUM subject to step up, that $30 million, the biggest component of that would be in the Capital platform because you remember, we had the J-curve mitigant structure in some of our capital that steps up as we invest capital. And about $10 million is in the AG Real Estate business.

Great. Thank you both.

The next question comes from Ken Worthington with JPMorgan.

Hi, [indiscernible] through a more aggressive realization phase as part of the IPO --

Ken, your first part of your question broke up. We couldn't hear you. Can you start again?

Yeah, I apologize. As we think about net accrued carry, you've called out a number of times that you went through a more aggressive realization phase, prior to the IPO. But if we looked at the accrued carry today by vintage, 80% is older than five years, and it would seem like realizations should be front-end loaded. How do we think about 2024, from a realization perspective, if the market environment remains benign? And can you remind us how the European Waterfall Structure and the Angelo Gordon fund should reasonably play out over the next few years?

Do you want to -- Todd, do you want to comment on realizations on the private equity side, first?

Yeah. Let me -- I'll start on that. This is certainly an area we spend a lot of time focusing on as a partner group. It's important to our investors. It's important to our good fund management. And we spent the last few years really investing in our companies, and we have some very well-performing companies that I think should be in a good position to realize value in the year and years ahead. It is, I think, worth noting we've had some important successes in recent quarters. I think, we mentioned the sale of CAA in the second half of last year, which was a strong exit that was, again, to your point about duration. That was a 13-year partnership and we waited and really picked our spot. We also had actually an important realization in recent weeks. We sold a sizable block of shares in Nextracker, which is a company went public in the first quarter of '23, is up about 130% from its IPO price. One more example of just how we really are able to pick our spots, particularly on the Private Equity side. Over the last two years, we launched seven IPOs in India and all the positions that we still hold are trading well above their IPO offer price. And of course, IPOs are leading indicators of liquidity. So some opportunities there. So there have been important recent successes. But overall, to your -- the start of your question, we've been selective, and we've really been building value in the portfolio after a very big cycle of realizations in '21 and '22. But as far as the go forward, we're very focused on driving liquidity to the firm. And as the market recovers, we are actively managing the private equity, as a partner group in each business unit. And with -- with the growing momentum in the overall deal market and the strength of these portfolio companies, we do feel like there's going to be an increasing number of opportunities to drive liquidity this year.

Great. Thank you.

The next question comes from Michael Cyprus with Morgan Stanley.

Hi good morning. Thanks for taking the question. Just wanted to come back to the Private Wealth opportunity. I was hoping you could maybe elaborate on the positioning now that you guys have within the Private Wealth marketplace. Maybe talk to some of the products that you have. I think you alluded to bringing some new products to the marketplace, as well. How are you thinking about that? What sort of traction are you seeing on the existing products, in the marketplace, maybe talk to some of the steps that you're looking to take here in '24? Thank you.

Yeah. Well, I think we've been actively engaged in dialogue with a number of channel partners. And I think, Mike, you know that prior to the AG acquisition, raising some capital through our Private Equity and Real Estate strategies through those channel partners was a routine part of what we were doing on essentially campaign by campaign. The relationship dialogue now is taking a completely sort of different step function. It's like a step function change because with the expansion of our strategies as a result of the AG acquisition, and the ability to offer more continuously offered vehicles, such as BDCs, et cetera, that -- and the pre-existing dialogue that AG had with a number of channel partners, we've come together now, and we've been having a series of really kind of strategic dialogue with our channel partners about a more holistic approach to how we're approaching that channel. And I've actually had several of those meetings myself over the course of the last month or so. And what I would say to you is that there is a very strong appetite from the Wealth channel partners in having a more holistic product offering from TPG. There's a strong desire in the channel. I mean you obviously know what the data looks like yourself in terms of the available capacity in the Wealth channel, wanting to allocate to various strategies. And we're seeing strong demand for having some level of diversification in brands that are driving products through the channel. And so as a result of that, I would say that we're very encouraged by what we're hearing from those channel partners, and we're actively deploying into those opportunities. If you look at our resource here, our resource as a result of the combined two firms, more than doubled…

Great. Thank you.

The next question comes from Craig Siegenthaler with Bank of America.

Hey, good morning, everyone. So for my question, I wanted to hit on the FRE margin target. Your 47% pro forma FRE margin already beat your 45% long-term target, although I think this was driven by catch-up fees and transaction fees. And then starting '24, Angelo Gordon initially will weigh on the margin, but this will reverse as you realize cost synergies. So as you pull all this together, isn't your 40% 2024 and 45% long-term targets too conservative? Or is this also implying a healthy level of investing?

Thanks, Craig, for the question. We think it's the right target for us to be articulating at this point. I think you mentioned some of the key drivers. The fourth quarter margins, as I mentioned in my comments, were elevated by the catch-up fees. They also benefited from above expected core fundraising but also strong transaction fees. So some of those will not reoccur in 2024. Think about the fundraising waves we're in the middle of, over a longer arc, right? We just completed the large flagship private equity fund raises. Those had some natural elevated catch-up fees towards the end of them. Now we're entering the market with some big new flagships like the new Private Equity fund in Climate, the Infrastructure Funding Climate, the new growth fund those will likely complete in 2025. And as you get toward the end of campaigns, you'll see some more catch-up fees again in '25 in connection with those funds. So when you -- and on your cost synergy point, we mentioned at the Analyst Day, that we had achieved $9 million of cost synergies. We've also said consistently that this transaction is much more about growth and diversification and investing and growing our platform over the years and not really about dropping cost synergies to the bottom line. We are finding additional cost synergies above the $9 million. Our intention is to reinvest those in long-term growth. So when we take all that into account, we think the margins we're targeting for this year are appropriate. And longer term, we certainly will be scaling our businesses and generating operating leverage.

Thanks, Jack.

The next question comes from Mike Brown with KBW.

Great, good morning. I wanted to start with the -- maybe the insurance opportunity. I guess it's few months since you closed in Angelo Gordon, I just wanted to see if there was any update on the opportunities there in terms of the opportunity of looking at from strategic partners? And then when you think about the broader platform now you've got full diversification across a lot of the major product lines. But is there any element of the Credit business that you think you want to continue to bolster and build out to really fully service the insurance balance sheet?

Sure. Yeah, it's a good question because it's very much something that we're focused on and we've been focused on. Let me just say that -- just reiterate that the insurance opportunity, I think, is both sort of -- there's two categories of opportunity. One is we currently have a number of insurance companies that are clients of ours, across a range of our products. So think of the insurance sector is also a source of LP penetration, and that exists here to date on both sides of the firm, both across all of our strategies. And I think with the expansion of our general product capabilities, I think we are able to have a dialogue with insurance companies that's a bit more holistic, and we're already seeing the benefits of that and we have a dedicated team covering the insurance sector, as LPs with the embedded knowledge of what's important to insurance companies in terms of their asset selection process. So, that, I would say, is one part of it that continues to grow and continues to be a great opportunity for us, and it's also a global opportunity. Secondly, on the strategic side, obviously, we've talked about this before with our expansion into -- across the range of asset classes. The opportunity to have a more strategic dialogue with a number of insurance companies is clearly there, it's front and center for us. And I would say that since the announcement of the acquisition of Angelo Gordon, that dialogue has picked up quite meaningfully. And so we're doing a lot of work on it. I would say we're evaluating opportunities. And of course, we'll be very selective and careful in terms of what we ultimately do so that we position ourselves in the most strategic way we can.…

The next question comes from Brian McKenna with Citizens JMP.

Great, thanks. So performance in Rise Climate is pretty impressive today with an IRR of 27%. It would be great just to get some color on really what's driving this outperformance? And then with the next rise climate and infrastructure funds coming down the pike, what are your initial base case expectations for performance for these strategies?

James, I think you're on.

Thanks for the questions and greetings from Geneva, where I'm above about the 10th city of the Rise Climate launch. So I'm well positioned to answer those questions. I'd say the outperformance last year was really being in the right place ahead of a wave. We started the decarbonization investment journey almost seven years ago. And as a result, I think we ourselves in a position to lead the market in terms of deployment and opportunity creation. Last year, I think the value creation for the fund was up 37%, which is obviously a standout in Private Equity. But in particular, we were able to execute two very important IPOs in a market, where IPOs were certainly rare. And that's because I think that the public market is ready for the next generation of climate forward companies. So this fund is fund that so far in a world where we live has happened as expected in Private Equity. It's been invested in exactly the three years that we told the market to be invested. It's in 20-plus companies well diversified. And so far, the performance, I think, as you pointed out, has been strong. Going forward, we continue to think we're well positioned to show the market differentiated opportunities, and we should be able to continue to generate the Private Equity target returns that we've been focused on in this fund. In the Infrastructure world, I think you continue to see a fair amount of interest in decarbonization and our position essentially expanding from Private Equity into the Infrastructure adjacency offers, I think, a significant opportunity for us. So this is a period of time that investors are looking for sector differentiation, and I think we're in a good position to continue to offer it in live climate.

And Brian, in terms of in terms of fundraising targets for the business, if that's what you're referring to, we did say publicly when the commitment was announced that we were targeting at least $10 billion, across our next Private Equity fund, TRC 2, combined with the Global South initiative. So those numbers do not include the Infrastructure business. That won't all be raised this year. It will be raised over this year and next year. And assume that those funds will be activated more toward the end of the year.

Great, thanks, Jack.

The next question comes from Luke Mason with BNP Paribas.

Yeah, thanks for taking my question. It's just on transaction fees. You talked about pipelines picking up back Q1 seasonally weaker and you integrate AG there. So I'm just wondering how we should think about the potential growth in kind of capital markets transaction fee revenue in the coming years, if we issue more benign markets? Thank you.

Good question, Luke. If you separate that into kind of the legacy TPG businesses and the Capital Markets business, we're building here and then think about adding Capital Markets fees through the integration of AG, particularly on the Credit side. What we've said historically is we think of a normal run rate for that TPG Capital Markets business, at today's level to be around $100 million. So on a quarterly basis, $55 million is high, relative to that normal run rate. Now that's going to be growing over time as we grow our businesses. And then you layer on top of that opportunities from AG, which were in the early innings of developing. So I would think of the AG contribution growing, during the course of the year this year. And then the TPG side, stepping down to a below normal level in Q1 because of the seasonally light number of deals closing in Q1. So the TPG side back loaded and the AG side also kind of feathering in, during the course of the year and growing during the course of the year. So much like this year, where you saw our Capital Markets revenue line start low and grow toward the back of the year, I'd expect the same kind of pattern this year.

Great. That’s helpful. Thank you.

Yeah, thanks.

The next question comes from Bill Katz with TD Cowen.

Okay. Thank you very much for taking the question, this morning. Just want to pick up on that last question. As you think about the opportunity set for the capital markets platform within the Angelo Gordon, would Apollo be a reasonable directional view? And then how much of that assumption is embedded in the 45% long-term FRE margin target? Thank you.

Yeah, good question. We -- I think what Apollo is doing is a decent kind of directional proxy for the opportunity set. I would say we're pretty early in kind of underwriting that opportunity for ourselves. So we're not ready to put a target number out there. But the longer-term FRE margin of 45%, I would say, only incorporates a piece of that opportunity.

That’s it for me, thank you.

Thanks.

The next question comes from Brian Bedell with Deutsche Bank.

Great, good morning, folks. Maybe my questions were answered. But maybe just some perspective on the timing of the deployment that you outlined on Slide 18, in terms of the $132 million and thanks for the color on breaking or segmenting that $132 million. But just if you can give us some color on how you think that might be deployed over the course of this year? Is it -- are we in a situation where we're likely to see that $132 million be reflected, say, mostly by year-end? Or is it much more dependent on credit conditions within AG?

Well, I would say, as I said a few minutes ago, most of that $132 million is associated with capital not yet deployed, not the natural step-up of capital already deployed on fees, the step-up structures -- funds or step-up structures. So just thinking about your question, real time, that capital underlying the capital not yet deployed probably has just taken a kind of swag a three-year deployment pace to it on average across those funds. So if I had to take a guess, I'd say that would kind of feather in over about a three-year period.

Great. Thank you.

Thanks.

The next question comes from Adam Beatty with UBS.

Thank you and good morning. I just want to ask about performance within the Credit portfolio. I appreciate the earlier comments around I think it was either equity or firm-wide, 20% revenue growth with stable margins. But there is some concern these days around middle market credit despite the growth there. Obviously, AG Credit performance was quite good. And I know there's pretty intense monitoring and tight docks around that. So just wondering, any detail you could share about how those companies are performing, whether or not there's been equity backstops or what have you? Thanks very much.

General question on that in a second, but I just want to finish that last question that Brian asked, the 132. So I don't want to leave the impression that, that's like a onetime opportunity that comes in over a three-year period. As that capital is deployed, we're obviously raising a lot more credit capital, as we've talked about. So the $10 billion of credit capital plus that we expect to raise this year will all come in with no fees yet. And have whatever fee rate you want to assume across our Credit business, we've provided some detail there. So that 132 of fee opportunity should be growing over time as we're realizing was embedded today.

Just to pick up on the question on -- in terms of credit quality and what's happening in the portfolio. I think that, as I mentioned or alluded to, performance has been across our Credit strategies has been very, very good. And just to give you some -- maybe a little bit more color on some data on it. If you look at our Direct Lending business through Twin Brook, here, by the way, our pipeline is up reasonably meaningfully this year based upon transaction activity that we're seeing. We're also seeing generally a quality uptrend, just in terms of the opportunities that we're seeing. But if you look at the performance of the business over the course of last year, we had no credit losses in the business. And the performance of the portfolio was generally reflective, I think, of what was happening overall within our Private Equity portfolios. Remember that Twin Brooks business is very sector focused. And so across things like Business Services and Health Care within their portfolio, they saw strong performance. And so I think on the -- at least from -- at least in terms of our selection criteria, what we do, we obviously have a very a very selective process of how we're underwriting. We also are underwriting in that business with lower leverage on average, as a result of the lower middle market nature of it, as well as covenant protections across our portfolio, which obviously allows us to get back to the table and work with sponsors to the extent that we need to. But portfolio was very strong overall. And I would say the outlook in terms of the pipeline continues to be on an uptrend, in terms of quality generally. In Credit Solutions, if you look across our business,…

Very helpful. Thank you, Jon.

This concludes the Q&A portion of today's call. I would now like to turn the call back over to Gary Stein for any additional or closing remarks.

Great. Thank you. Thank you all for joining us. If you have any follow-up questions, please feel free to circle up with the Investor Relations team. Otherwise, we look forward to talking to you again next quarter.

Thanks, everyone.

Thank you.

This concludes today's TPG's fourth quarter and full year 2023 earnings call and webcast. You may now disconnect your line at this time. And have a wonderful day.