TPG Inc.

We do appreciate your patience and ask that you continue to stand by. Please stand by. Your program is about to begin. If you need assistance during your conference today, please press star 7. Good morning and welcome to the TPG's third quarter 2024 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. If you would like to ask a question at that time, please press star 1 on your telephone keypad. If you need to remove yourself from the queue, press star 2. To get to as many questions as time permits, we ask that you please limit yourself to one question. At any time, if you should need operator assistance, press star 0. 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 John Winkle-Reid, chief executive officer, and Jack Weingart, chief financial

officer. In addition, our executive chairman and co-founder, Jim Coulter, and our president, Todd Sositzky, are also here and 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, and 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 third quarter, we reported GAAP

net income attributable to TPG, Inc. of $9 million and after-tax distributable earnings of $189 million, or $0.45 per share, of Class A common stock.

We

declared

a dividend of $0.38 per share of Class A common stock, which will be paid on December 2, 2024, to holders of record as of November 14, 2024.

I'll now turn the call over to John. Thanks, Gary. Good morning, everyone. It's been an incredibly busy quarter across the firm. Looking at our financial results and key business drivers, you can see we have strong, broad-based momentum. Our investment approach is continuing to drive robust deployment. Our realizations are accelerating, and our capital raising is benefiting from our increased scale and diversification. Through the first three quarters of this year, we have deployed nearly $23 billion of capital, generated realizations of almost $16 billion, and raised more than $21 billion across our strategies. Our strong track record and brand and the integrated business we've built across private equity, credit, and real estate are clearly resonating with our clients. At the same time, the environment in which we are operating has shifted. In the broader market, we are seeing a meaningful pickup in activity fueled by the lower cost and greater availability of capital and easing concerns around the economic outlook. Against this macro backdrop, where valuations are rising and equity markets are reaching new all-time highs, we are maintaining our discipline and selectivity in deploying capital in our core sectors and themes. We continue to pick our spots where we believe we can drive outperformance and generate alpha. In addition, the strong culture of collaboration we've established across TPG has enabled us to unlock proprietary opportunities and deliver differentiated value for our clients. As you'll recall, we were early to identify and execute on an increasingly attractive deployment environment last year. Our investment pace continues to be robust across each of our platforms. We invested $8.6 billion in the quarter, and year to date through Q3, our deployment is up more than 30% compared to the same period last year on a pro forma basis. We recently announced an interesting series of transactions involving our existing portfolio company, DirecTV. This is a great example of how we are able to uniquely solve the complex needs of our corporate partners by leveraging our full suite of solutions. To briefly summarize, our capital business agreed to take full control of DirecTV as our corporate partner, AT&T, was looking to divest its remaining ownership stake to focus on its core business. Simultaneously, DirecTV agreed to acquire EchoStar's video distribution business, DISH, subject to the success of an exchange offer proposed to the DISH bondholders that is currently pending. If completed, it would provide significant value to EchoStar by restructuring its balance sheet and reducing its refinancing needs, allowing for greater strategic and operational flexibility as it looks to enhance its wireless network. As a critical component to this, our credit solutions platform led a $2.5 billion, highly bespoke financing to address the imminent debt maturity at DISH and provide the company with additional liquidity for growth. And lastly, our capital markets team served as a ranger for the DISH financing and drove the syndication and will also separately lead a dividend recap in connection with our full acquisition of DirecTV. During the quarter, we announced two separate private equity investments in the private wealth sector, which is a space we first began investing in nearly two decades ago. Since that time, as the private wealth landscape has evolved, we have continued to follow the industry closely and refine our thematic work. As a result, we identified the independent wealth advisory channel as a primary beneficiary of secular growth trends within the sector. Over the last 18 months, we studied and diligence the space through a shared cross-platform team and evaluated a number of opportunities that culminated in two distinct and very interesting transactions. TPG Capital is investing in creative planning, one of the fastest growing full suite financial planning and independent wealth managers in the U.S. And TPG Growth is investing in Homer Berg, one of the southeast leading fee only independent wealth managers. Within our impact platform, Rise Climate announced one of the largest deals in Europe so far this year with the 6.7 billion euro acquisition of Keckum, a European market leader for home decarbonization through its digital sub-metering services. Keckum is Rise Climate's largest transaction to date with an aggregate equity commitment of over $4 billion and it will be the first investment in our second Rise Climate Fund. Keckum is interesting for several reasons. One, it demonstrates the large scale investment opportunities available in climate, which we are able to source given our leadership position in the space. Two, we co-underwrote this deal with GIC, which underscores our ability to provide interesting partnership opportunities to our strategic clients. And three, Keckum builds on our thematic focus of enabling homes in Europe to digitize and decarbonize. It follows our investments in Enpol, Europe's largest and fastest growing decarbonization platform for single-family homes, and Arion, the leading provider of property management software for the European residential real estate industry. Turning to credit, this week marks the one-year anniversary of our acquisition of Angela Gordon and we are operating as one firm with the full force of our combined capabilities. The integration has gone as seamlessly and quickly as I could have imagined and our teams are operating as one and the combination is delivering clear commercial value. We have invested $11.5 billion -to-date through the third quarter across our credit businesses, which has already well-surpassed full-year 2023 credit deployment on a pro forma basis. We deployed $1.7 billion in credit solutions in the quarter, which is a notable step up from our pace in the first half of the year. This includes five private financing transactions within our Credit Solutions Fund, one of which is part of the initial seed portfolio of our new hybrid solution strategy. This also includes strong deployment within our differentiated essential housing strategy, which continues to grow its origination activity and expand the number of home builders in the program. In middle market direct lending, following a record first half of gross originations, in the second quarter, we had another robust quarter and deployed $1.3 billion of capital. The team anticipates a strong fourth quarter driven by a more active M&A environment. And our structured credit business continues to benefit from the changes taking place within the banking sector and the overall market. Our team is focused on two areas in particular. One, areas where new origination is being impaired by banks pulling back. And two, areas where the securitization markets are still adjusting to changes or new dynamics, such as opportunities to unlock embedded home equity value. Lastly, in real estate, we invested a total of $1.4 billion in the third quarter and over $4 billion -to-date across our equity and debt strategies. Our global real estate franchise has been very active across asset classes and geographies as we continue to capitalize on opportunities in our thematic areas. In TPG real estate, we closed the acquisition of Ireland's largest privately owned home builder, which has a 4,600 unit land bank concentrated in the greater Dublin area. We identified Dublin as one of the most attractive residential housing markets in Europe, with compelling supply-demand characteristics and a fast-growing population and economy. In our European TPG AG real estate business, we signed the acquisition of a Dutch residential portfolio with nearly 3,000 single and multi-family units across approximately 90 sites. This is TPG AG real estate's largest transaction since the platform's inception, which we expect to close in the fourth quarter. And the opportunity set for Treco, our real estate credit strategy, has remained attractive given the pullback in bank lending. We have closed three transactions in the third quarter, all with compelling risk-adjusted returns. On the realization front, there has been a notable acceleration of activity in recent months across our portfolios. Our realizations here to date through the third quarter of nearly $16 billion have already surpassed our total for the full year 2023 on a pro forma basis. We have signed additional monetizations that we expect will drive our performance-related earnings over the next couple of quarters, which Jack will provide more details on. Turning to fundraising, we've also been very active across the firm. Our capital raising has increased and become more broad-based as a result of our diversification and scale. We raised $10.4 billion in the quarter, bringing total capital raised this year through the third quarter to over $21 billion, which represents considerable progress against our 2024 fundraising targets. I'll share some highlights, and Jack will provide an updated outlook in his remarks. During the quarter, we held a first close for our Rise Climate private equity strategies, including the Global South Initiative. We have raised approximately $6 billion in aggregate commitments for the funds and related vehicles, which includes capital that has been committed but will close at a later date. This strong result represents 60% of the $10 billion target we set. We also held a final close in the quarter for GP Solutions, or TGS, our GP-led secondary strategy focused on North America and Europe. We raised $1.86 billion for our inaugural fund, which is 25% greater than our target, and we believe this is the largest first-time GP-led secondary fund ever raised. We've committed approximately 50% of the fund across eight investments so far, with each performing ahead of our underwriting case. We expect to be back in the market in the middle of 2025 with our next campaign. We were early to identify our structural shift in the market with respect to how GPs are delivering liquidity, and built this strategy specifically to address the growing need for this type of capital. Over time, we believe GP Solutions can scale similarly to our other, well-established private equity strategies with attractive operating leverage. In the third quarter, we held an additional close for our sixth growth fund. We have now surpassed the halfway mark for this campaign, raising more than $2.1 billion toward our $4 billion target. We also continue to steadily raise capital in our credit platform. In total, we raised nearly $3 billion in the third quarter and $9.5 billion -to-date. We raised an incremental $780 million in the quarter for Credit Solutions 3, and the balance of the capital was raised spread across middle market direct lending, structured credit, and CLOs. And finally, we're off to a very strong start with our inaugural Rise Climate Transition Infrastructure Fund. Since quarter end, prior to the fund's formal launch, we received aggregate commitments from three significant anchor clients, totaling $2 billion, of which we have closed on $1.3 billion. In addition to a Asana investment company, these anchor clients include an Asian Sovereign Wealth Fund and a large U.S. public pension, which highlights the meaningful global demand for this strategy. We've also made substantial progress on several of the revenue synergies we identified in connection with the Angela Gordon acquisition. We launched our hybrid solution strategy earlier this year, which we stood up as a collaboration between our private equity and credit solutions team to capture attractive -the-capital structure opportunities that sit between the two existing strategies. Since quarter end, we held a first close for the fund, and the strategy is off to a great start with the four investments already signed or closed. And I want to circle back to the DirecTV Dish Transaction I mentioned earlier, which collectively provide the best example to date of the kind of synergies we can achieve, given the seamless integration of our core franchise strength in private equity, credit solutions, and capital markets. In many respects, this represents the best of TPG. Cross-platform collaboration, thematic approach, carve-out expertise, and focus on providing highly creative and customized solutions. These are critical capabilities that allow us to access opportunities others cannot. To wrap up, we've held annual meetings across many of our strategies over the last six weeks, which has driven significant engagement and dialogue with our clients around the world. It's clear our clients share our vision for how we are building our franchise, and they value the integration we are continuing to develop between our investment platforms and strategies. Most importantly, investment performance is fundamental to everything we do. Our clients recognize and appreciate the strong returns we continue to deliver, and the consistency of this performance across our strategies. Now I'll turn it over to Jack to review our financial results.

Thanks, John, and thank you all for joining us today. As you heard from John, momentum continues to be strong across the firm. Our financial performance reflects our increased breadth and expanded capabilities. As we continue to successfully execute our growth strategy. I'll begin with a discussion of our financial results for the quarter, before moving into our outlook for next year, as well as an update on our fundraising expectations. We ended the third quarter with $239 billion of total assets under management, up 76% -over-year. This was driven by $75 billion of acquired AUM, $30 billion of capital raised, and $18 billion of value creation, partially offset by $19 billion of realizations over the last 12 months. Fee earning AUM increased 80% -over-year, and we ended the quarter with more than $58 billion of dry powder, which represents 41% of fee earning AUM. AUM subject to fee earning growth was $26 billion at the end of the quarter, which included $17 billion of AUM not yet earning fees, and represents a revenue opportunity of approximately $144 million on an annualized basis. Our fee related revenue in the third quarter was $460 million, up 43% -over-year. As expected, management fees were relatively flat versus last quarter, due to a decrease in catch-up fees, while we saw continued strong transaction fees of $43 million. We've discussed previously the revenue synergy opportunity of integrating our broker-dealer capabilities into our credit platform, and we began to see the benefits this quarter. As John mentioned, we announced the Direct-TV and DISH transactions in September, which included a highly bespoke financing, led by our Credit Solutions team, to address a near-term maturity for DISH. This is the first transaction within our credit platform where TPG's broker-dealer served as a ranger, and it demonstrates how our cross-firm collaboration can drive meaningful incremental value. While capital markets revenue will vary -to-quarter, we continue to expect long-term growth in this business as we expand our capabilities across platforms and regions, including in our credit platform. We reported fee related earnings of $191 million for the quarter, up 22% -over-year. Our FRE margin of 41% in the quarter benefited from strong transaction fees I just mentioned, and we expect a similar margin in the fourth quarter. This would result in our full-year 2024 FRE margin exceeding 40% consistent with our previous guidance. After-tax distributor earnings for the third quarter totaled $189 million, or $0.45 per share, Class A common stock, which included $32 million of realized performance allocations. During the quarter, we selectively drove monetizations across our portfolios, including selling down a portion of our remaining ownership in Viking in a $1.1 billion marketed follow-on offering after a successful IPO earlier this year and strong share price performance, and the full sale of clear results out of our growth and rise portfolios. As we think about our financial performance this year and our outlook for next year, we feel great about the opportunities ahead of us. This year, we've been working hard to put the building blocks in place for our next phase of growth, including completing the integration of Angela Gordon, scaling the capital base of our credit platforms, raising our next series of climate and other private equity funds, and investing in organic growth in areas such as transition infrastructure, real estate credit, and secondaries, among others. Most of these building blocks will begin driving meaningful fee-related revenue next year. With this in mind, I would note the following. On management fees, in the fourth quarter, we expect the revenue growth from new fee-earning AUM to be offset by a reduction in catch-up fees in addition to fee step-downs for our capital funds and our Rise Climate Fund. We then expect to see significant growth flowing through beginning in 2025, driven by the building blocks I just discussed. As we progress through the year, our management fees should benefit from the full-year impact of our new climate funds, additional broad-based fundraising, and increased credit deployment. As I mentioned earlier, we expect continued strength in capital markets revenue, driven by both healthy transaction volumes and the broadening and deepening of our team. Given the growth drivers I highlighted, we expect a general increase next year in our compensation and benefits expense as we continue to invest in our teams to drive this growth, including our distribution capabilities. We also expect to see a seasonal step-up for the quarter in Q1, driven by expenses associated with our annual RSU investing. As a result, our FRE margin should expand in the back half of next year as we realize additional operating leverage, and we expect to exit 2025 with an FRE margin approaching the mid-40s. Moving below FRE to performance-related earnings, based only on our current pipeline of signed monetizations that have not yet closed, we expect to generate realized performance revenue of approximately $100 million for public shareholders over the next couple of quarters. And as long as the market environment remains accommodating, we believe we'll continue to see increased monetization activity in 2025. Lastly, I want to point out that we expect to incur additional non-core expenses in connection with two integration-related matters. First, we expect to incur approximately $25 million of spend related to the consolidation and integration of our IT platforms. Once in place, we expect this unified platform to generate technology and process savings that will be accretive to FRE. And second, we recently assigned a lease for 300,000 square feet of space in the Spiral Building in Hudson Yards. It's a strategic priority for us to bring together our New York-based employees into one consolidated office space to drive even further collaboration among our teams. The new space will also provide us with important additional room to grow as we continue to expand our business. This will result in overlapping lease expense during the transition, which we will recognize roughly evenly in 2025 and 2026. We currently expect associated non-core expenses of approximately $40 million to $50 million per year in advance of taking occupancy of the new building in late 2026. Like other non-core items, these will be included in our realized investment income and other line item. Turning to our portfolio, we have continued to drive strong investment performance with positive value creation across all our platforms for the third quarter and over the last 12 months. In private equity, the fundamentals across our portfolios remain strong, and we continue to see robust growth that is outpacing the broader market. The portfolio companies with our capital growth and impact platforms grew revenue by approximately 18% over the last 12 months with expanding EBITDA margins. Our PE portfolio in aggregate appreciated over 2% in the third quarter and 10% over the last 12 months. In credit, our portfolio appreciated over 3% during the quarter and approximately 14% over the last 12 months. In middle market direct lending, all of our funds remain at or above their target return ranges as of quarter end. During the quarter, we closed on more than 35 new platform financings, which brings the portfolio to more than 270 companies. Our portfolio continues to perform well, and leverage and -to-value metrics remain within target ranges and historical norms. Our credit solutions platform also had a strong quarter. Our credit solutions funds generated net returns ranging from 3% to .5% during the quarter and from .5% to 8% -to-date through September. We remain very active with continued market demand for creative, flexible, and bespoke capital from a range of diversified public, private, and sponsored-backed companies. In addition, our second essential housing fund generated a net return of .5% during the third quarter and .6% -to-date through September. And lastly, our structured credit strategies continue to perform well. Our first private asset-backed credit fund, Net IRR since inception, was above its target range at nearly 14% at the end of the third quarter. TPG's real estate portfolio appreciated approximately 2% in the third quarter and 5% over the last 12 months. And TPG AG's real estate portfolio appreciated 1% in the third quarter and 2% over the last 12 months. As a result of the continued strength in our portfolio, our net accrued performance balance stepped up to $975 million at the end of the third quarter, driven by $78 million of value creation offset by the $32 million of realized gains I mentioned earlier. Our performance-eligible AUM totaled $205 billion, or 86% of our total AUM, of which $161 billion is currently generating performance fees. Turning to fundraising, we raised more than $10 billion during the quarter, driven by strong first closes across our climate private equity strategies, the final close for our inaugural GP Solutions Fund, and continued broad-based credit fundraising. We've raised $9.5 billion in credit through the third quarter, which is nearing the $10 billion target we had set for the year. Given the additional progress we've made across our campaigns so far this quarter, we believe we now have line of sight to raising more than $12 billion across our credit strategies for the full year in 2024. Additionally, we've raised $9.4 billion -to-date through Q3 across our private equity strategies, and we continue to expect our total private equity and infrastructure fundraising in 2024 to exceed the $12.8 billion we raised in 2023. This will include the $1.3 billion in closed, anchored commitments from three strategic clients for our inaugural Rise Climate Transition Infrastructure Fund that John discussed, and additional progress in our climate private equity campaigns. Finally, we remain on track to launch our Semi-liquid Private Equity Vehicle, which we call TPG Private Equity Opportunities, or TPOP, early next year. Private wealth continues to be a strategic priority for us, and as we expand our presence in the channel, we believe it will become a meaningful contributor to our capital raising. Overall, our fundraising momentum is quite strong despite continuing market headwinds. Next year, we expect to be in the market with approximately 25 different products spanning most of our platforms. We expect aggregate capital raising to increase significantly next year, driven by the following. Number one, continued scaling of our credit platforms, where we're seeing increasing engagement from our largest LP relationships. Two, additional closes for our climate private equity and infrastructure campaigns. Three, the completion of our TPG growth campaign. Four, initial closes for our next flagship buyout funds, TPG Capital and Healthcare Partners. Five, initial closes for our next generation funds in TGS, our GP-led secondary platform, TTAD, our tech adjacency strategy, and RISE, our broad-based impact PE fund. And six, increasing penetration of the -net-worth market generally, where we're building new products like TPOP and investing in our distribution team. As you can see, there's broad-based momentum across the firm, driven by our expanded and integrated suite of strategies and the culture of collaboration we've established throughout the firm. The pace of activity across the key drivers of our business, fundraising, deployment, and realizations, continues to accelerate, and we look forward to driving additional value for all of our stakeholders. Now I'll turn the call back over to the operator to take your questions.

At this time, if you would like to ask a question, please press star one on your telephone keypad. You may remove yourself from the queue by pressing star two. Again, please limit yourself to one question. We'll go first to Alex Blosteen with Goldman Sachs. Please go ahead.

Okay, good morning, guys. Thank you for the question. So maybe just starting with management fees. Hey, good morning. So just starting with management fees, you know, I heard your guidance for Q4. Obviously, there's a couple of things that are happening with the catch-ups and the step-down in the funds. But as you look out into 2025, and, you know, Jack, at the end of there, you kind of mentioned a whole host of different funds that you guys are going to be launching and fundraising for. How do you think about the management fee growth outlook into 2025? No one will you guys know about the business so far.

Yeah, that's a good question, Alex. I mean, I tried to give a little bit of a picture for that with my comments that this year was really setting the building blocks in place for next year. And we do expect significant management fee growth next year driven by those building blocks. We're not providing specific FRR growth guidance, but we do expect significant growth kicking in really in Q1 after we have the step-downs that I referred to in Q4.

All right, thanks.

We'll go next to Glenn Shore with Evercore. Please go ahead. Thank you.

Thank you. And sorry if this is kind of the same question in a different way. So lots of growth drivers in there. So I wanted to see if you could provide bigger than a bread box type of guidance on what you think 2025 or the next two or three years of FRE growth. Could be in the range of and with that, I'm just curious on the expenses on that you called out two non-core expenses. They seem kind of regular cost of doing business. So if you could help us think through the why and the impact on FRE. Thanks so much.

Yeah, I think on the latter question, the non-core expenses, I don't think they're really ordinary course business in terms of kind of recurring expenses every year. This move for us into Hudson Yards is a really important strategic move for us both to consolidate the office space and neither of our current office spaces, the legacy AG space or legacy TPG space, had enough room for us to combine our teams and also to create additional room for growth in the business. So that we consider to be a one time move into this new important space. And then the investment in a unified IT platform is really related to bringing both businesses together on the one platform. And again, we do expect that to generate FRE benefits as it ends up being implemented. The other question was longer term FRE growth. I think if you, yeah, if you assume a significant pickup in FRO growth next year, which should continue because again, one of those building blocks is as we mentioned on the last call, the launch of TPG 10 and Healthcare Partners 3, our big flagship buyout fund. That will be in the market through 26 as well. So you'll start to see the benefit of that fund scaling and catch up fees kicking in as we raise the rest of that. So you should expect reasonable FRO growth next year and the year after. And if you layer on top of that, the FRO margin guidance I gave, approaching mid 40s by the end of next year with more upside beyond that, I think you get a reasonably strong picture of FRO growth.

All right. Thank you.

We'll go next to Craig Segenthaler with Bank of America.

Thanks. Good morning, everyone. So I have an AUM reconciliation question. So if I look at the AUM roll forward, I see credit inflows were very strong at 2.9 billion. But in the fee earning AUM roll forward, they were only $188 million. Now, I know the credit business is very sensitive to deployments, but credit deployments were also very strong at 3.9 billion. So my question is, why is this fee earning AUM inflow in the quarter so small relative to the AUM inflow and also the actual credit deployments?

Yeah. So the FAUM roll, Craig, is actually in credit, it's more like a billion dollar increase versus the number that you talked about. But it's always complicated to do the FAUM roll in credit. There's lots of puts and takes. The way I would summarize it is we obviously capital raising flows into FAUM as we deploy it. But if you look at invested capital of 3.9 billion during the quarter, which was healthy, minus real realizations in credit of 1.9 billion, you get kind of net increase of 2 billion. Now, within that 2 billion, about a billion was not immediately management fee earning. About 500 million of it was TPG managed co-investment for LPs. Now, that's obviously very strategically important for us. It's what our LPs want to see. It tends to feed into future fund commitments. And we earned capital markets fees in connection with the placement of some of that co-investment. And then the remainder, call it 400 million or so, was leverage driven deployment. And in some of our funds, we don't earn fees on leverage, we earn on net asset value. But net net, we do believe we'll continue to see increased deployment in credit throughout the course of the year next year and continue to drive good FAUM growth in that business.

Jack, so I guess in the fee earning AUM role forward, you focus on both the net change in investment activity and the fee earning capital raised, although that isn't exactly related to what we're seeing in the AUM role forward. Is that right?

Well, the net change in investment activity captures what I talked about. We deployed 3.9 billion. So most capital raised in credit doesn't immediately flow in to FAUM. It flows in as you deploy it. So we focus more on deploy, when we think about FAUM role in credit, we focus more on deployed capital minus realizations. And then those other puts and takes that I talked about. And just to add, that capital

raise I think is very important because I think as we've been talking about since we acquired Angela Gordon, it's been important for us, in terms of out originating our capital base, I think it's been important for us to build those pools of capital that give us the dry powder to allow us to engage in the transactions that we are able to source in the market. And as Jack said, that builds on the flow and cadence of the investment activity and then builds on itself in terms of our ability to go out and raise additional capital because of the size of the opportunities that we're seeing. And we're seeing that real time now across the whole credit platform. So there is a very important relationship between capital raise that may not yet be fee paying, then deploying that capital, satisfying co-invest interest from our LPs, and then going out and then continuing to raise additional commitments from the market in order to steadily size up the capital base.

Great. Thank you. That answers the question, Fred. You see the $2.9 billion of capital raise in the AUM role, just not in the FAUM role because most of it doesn't earn fees right away.

That makes total sense. Thank you, guys. Thanks.

We'll go next to Ken Worthington with JP Morgan. Please go ahead.

Hi. Good morning. On the DISH transaction, can you talk about the impact of the transaction on fee-related revenue sort of next quarter and coming quarters? And I know this is a clearly unusual, very bespoke transaction, but you have now the capabilities with Angela Gordon. You've demonstrated the expertise. We're in an improving sort of market for transactions and deals. What is sort of reasonable to expect in terms of more similar type of deals looking forward? Is it reasonable to expect like one type of this type transaction a year? Is that outside the realm of reason? What are your thoughts there?

Yeah, let me start on that. Ken and John will give you more kind of qualitative outlook of additional transactions. It was obviously highly unusual to bring together all these transactions involving an existing portfolio company of ours, but it's not unusual to see complicated transactions like this requiring bespoke capital, and we see a very large pipeline of that. On the FRR impact, the deal actually closed. The DISH loan closed on September 30th. So what that led to was the only FRR impact in Q3 was the capital markets fees associated with us acting as agents on that loan. It also means that that deployed credit capital drove no management fees from the credit business in Q3, but will drive management fees in Q4 since it was deployed on the last day of the quarter. So we do see a pickup in management fees from the credit business in part driven by that credit solutions deployment late in the quarter in Q3.

On

the

broader question with respect to kind of flow of these types of opportunities, currently these types of deals, these sort of bespoke financing opportunities represent the bulk of our pipeline in terms of where we're focused. The backdrop, I think as you're aware, is that from a kind of valuation perspective in the market, we're probably at the tightest spreads that we've seen in high yield and leverage loans since the GFC. I think high yield spreads are now at like 325 and the gap and the differential between CCC and double V is probably as tight as it's been since the GFC. So we are very focused on these types of opportunities that we're creating across our credit solutions business and from also our private equity franchise. But just to give you an idea, I mean, we sort of track this based on sort of opportunity flow that we're seeing, which is essentially at an all time high for us. We signed many NDAs with sponsors and companies in terms of working through sort of bespoke transactions and just to put some numbers on it. We've deployed about two and a half billion dollars over the last three months in nine different deals and to put the direct TV dish deal in perspective, that of that amount of capital, about 750 million of it. That is what we kept internally in our own pools of capital of the two and a half billion dollar dish deal and the remainder of it. We syndicated out to some combination of LPs that were interested in joining us in that transaction and a couple of other funds that were also brought into the deal. So if you look at what's happening, there is a significant pipeline. Sponsors are in a position right now, as you know, where it's harder to monetize. Many capital structures are somewhat over levered as a result of coming through the pre-interest rate increasing period. And I think that we're in an environment where we expect to continue to see these kinds of opportunities. We don't, I mean, maybe the way I should describe it is we don't think this is a six month or nine month opportunity. We see this as a three to four year opportunity in front of us. That's quite substantial. So I think this will continue to be a core part of our focus from the, from the, on the credit, on the credit side of the house. And I guess the last thing I would say is that it's translating over into this hybrid opportunity that we are raising capital for right now, because some, some of the opportunities are leading to kind of top of the capital structure, senior secured, low LTV types of opportunities. And some of the opportunities are more middle, middle of the capital structure.

Hi, Tom. Just one thing that, just one thing I'd add on the, at the highest level, which is that this wealth has been most of the place I've encountered is, is the place that celebrates these types of collaborations, you know, more than most. You can hear that as John describes the direct TV deal. And so, you know, we also spend a lot of time both in credit solutions, in the credit platform, on the private equity side, really trying to think about based on the teamwork that we're doing, the sectors that we spend our time in, what are the types of things that should happen, not necessarily what's for sale, but what might be interesting. And a lot of those involve thinking across the capital structure. So it's very hard to predict how often these things come up, because again, you're, you're trying to pitch and create ideas that, you know, that are not necessarily actionable, but we think are really interesting. But I think this is a really, this is an environment and we've, and it's even more exciting in the context of now the combined TPG and legacy AG businesses in which we're spending a lot of time as, as, as investor teams, just thinking about what we, what we can do together. Great. Thanks for all the color.

We'll go next to Michael Cypress with Morgan Stanley. Please go ahead.

Hi, good morning. Thanks for taking the question. I was hoping you could elaborate a bit on your initiatives to expand reach in the private wealth channel. Maybe where does the Twinbrook offering stand today just in terms of placements on the platform? How do you see that evolving over the next 12 months? And then you alluded to the new private equity product coming into the retail private wealth channel. So if you could elaborate on that as well as other potential products you may have in the pipeline to bring out to the marketplace and maybe talk about a bit how these products you expect them to differentiate from others that are already in the marketplace. Thank you.

Yeah. Hey, Michael, start on that and others may have comments as well. So, um, it's our efforts to expand in private wealth involve basically two primary factors, one of which is new product creation and the other is expanding distribution. And we're on expanding distribution. We probably hired, I don't know, half a dozen to a dozen people in the past few months as we continue to build out that team. So we are. We're actively investing in building out the feed on the street to enhance distribution and then equally importantly, creating new products that people want to buy in the channel. The first, obviously you refer to T cap and that continues to go. Well, we have, um, you know, continuing flows into that product that really feeds, as you know, into twin broke in particular. So the next product we intend to launch is the one I mentioned, which is T pop the private equity, uh, semi liquid vehicle. And we continue to get very strong, uh, positive feedback from our channel partners about that product. I mean, you can see pretty clearly that our private equity returns have been differentiated in the industry and all the channel partners already aware of that. We've been placing one fund at a time as a coming old fund with the channel partners and their clients have had good experience with us in that regard. Now we're doing is taking that differentiated return investing strategy and all those strategies and putting them together into a into the, in the product that they want to buy or much, much of the channel wants to buy. So we'll be launching that in Q one. We have been seeding that business over time. We expect to have a really nicely diversified seated portfolio in place to launch by Q one. Beyond that, there's several additional products that we are considering as next steps. One would be potentially working with our climate funds to offer a more dedicated climate driven investment product to the channel. Another would be a more broad based yield oriented strategy, tapping into more of our investing platforming credit than just twin brook and a few other things beyond that. So basically investing in distribution and investing in a new product development. Yeah, I would just add that

this remains a very, very important focus for us. The engagement that we're having with the major channel partners has been very substantial. The good news is that I think there is a high level of demand for products from the GPG franchise in the channel. And, you know, we're regularly participating and being invited to the various events with advisors from the various platforms. Since we last spoke, Michael, we were at a Morgan Stanley event. We were at a Merrill Lynch event. Todd participated in a broader industry conference of private wealth advisors. So this is very top of mind for us and continuing to build our brand into the channel where we feel like we have a brand that, you know, we have a global brand and it's differentiated with respect to our products and our capabilities. So this will be a growing. We're confident that our penetration into the channel will continue to grow. And obviously products like T pop that are sort of purpose built for that channel give us the ability to continue to expand our breath.

Great. Thanks so much.

We'll go next to Brendan Hawken with UBS. Please go ahead.

Good morning. Thanks for taking my question. So just wanted to confirm, you know, when we think about the near term, is it right that fourth quarter would be a seasonally larger one for the peer related performance revenues? And then beyond tactically, could you remind us of the rate sensitivity in those F RPRs, base rates?

The fourth quarter is always a seasonal increase in F RPR. So that's correct. I don't see a lot of rate sensitivity to that to that number. Obviously, there's some flowing through the primarily the twin book business, but it is accurate to think of that being a seasonally high quarter for in the fourth quarter. Okay,

and I mean, I would say.

I would expect a lot of rate sensitivity based upon where we see kind of base rates having settled to as impacting that number. Now, if we have more substantial further moves in rates, you know, we'll see. But, you know, I think based upon the twin book business and how our loans are priced, I think that, you know, I wouldn't expect to see a lot of some I would expect to see

that as a big impact in the fourth quarter. So you should expect some pick up in Q4 and obviously about half of that goes against F RPR compensation expense, but still an increase in kind of net. F R E effectively coming through that line, Adam.

Yep, got it. To be clear, I wasn't I didn't I probably worded it poorly. The fourth quarter question was around the seasonality. The rate sensitivity wasn't really truly around the 50 basis points more like thinking about next year. And if we continue to see rates coming down, how should we be modeling out the puts and takes there? Yeah, I wouldn't model my sense of you there. Hey, thanks for taking my question.

Thanks. We'll go next to Kyle Voight with KBW. Please go ahead.

Hi, good morning. Maybe just a question on your insurance strategy. You've been evaluating the best path forward there or and the potential for strategic partnerships. Just wondering if we get update on your thoughts on control versus capital light insurance partnerships. And when you're evaluating potential insurance partners, can you just remind us some of the most important aspects of those potential partnerships or to TPG, whether that's a certain size partner or specific underlying growth characteristics that you're looking for?

Yeah, sure. I mean, I think, first of all, I think the insurance strategy here is multipronged because it's not only about a strategic transaction. One of the things that we've done very proactively since we actually closed the Angela Gordon transaction is we have a a collaboration in the coverage of the insurance industry and trying to continue to expand that. We've expanded our relationships more broadly as a result of being able to service the insurance company needs on the asset side more holistically. And we've seen good progress in that. If you look across commitments that we've gotten to both our structured credit business as well as our twin book franchise, we continue to expand those partnerships with insurance companies. And, you know, it would be as you would expect, which is primarily sort of life and annuity businesses as well as, by the way, more broadly even, you know, kind of the PNC part of the world. So those relationships continue to expand and we're feeling very good about the momentum that we have there. And we're going to continue to build that on the strategic side. We talked about this a lot. We continue to be interested and focused on how to find the right strategic relationship. And I would say that we're very mindful of a couple of things. One is the quality of the platform that we engage with. The key underlying kind of fundamental pieces is that the quality of the platform, its ability to grow, particularly its ability to grow organically, given how expensive it's become to do things like, you know, kind of block acquisitions in the market, which has gotten a lot more competitive. So organic growth capability, I think, is really important. The strength of the underlying platform, their position in the market, how they are positioned with respect to growing their book of business as opposed to just competing on price. And so the quality of the platform is really important. And that's been, you know, very front and center for us as we've looked at a number of opportunities. The other thing I would say, too, is size, the size dynamic and how we go about structuring a transaction is also front and center for us because we're mindful of the fact that we feel like our positioning as a firm in terms of being very FRE centric and growing our fee based revenues over time continues to be what we think will be our major source of growth. But on the other hand, I think that having some type of strategic relationship, which will give us long dated or perpetual capital and also allow us to continue to leverage our credit franchise and give us a capital base on which we can continue to explore add ons to our product capability on the credit side, because we have the we have we have an important source of capital where, you know, parts of the credit side is still in the capital. And so I think that's the way that the credit spectrum will go is really important to us as well. So, you know, we're thinking about it from that perspective. I think anything we do will be very mindful of how a transaction changes the shape of our company from the from the perspective of, you know, how much of our balance sheet we use. I can't tell you exactly what that will be. It'll be depend on the merits of the transaction. But, you know, we're very, we're very in tune to, I think, you know, how we believe it's important for us to continue to grow in the future and the characteristic of where that growth is being driven from.

Great. Thank you.

We'll go next to Mike Brown with Wells Fargo Securities. Please go ahead.

Great. Good morning. Thanks for taking that question. The FRA margin is expected to exit at the mid forties and in 2025. So it sounds like you'll be approaching kind of that 45% margin that you've guided to in the past. So what do you think about that? What about 2026 and beyond? I assume that kind of mid 40 is not your end game or certainly not the full potential of the platform. So when you think about that FRA margin longer term, how should we think about that annual margin expansion for call it 2026 and beyond? Thank you.

Yeah, you're definitely right. My 40, 45% was never meant to be a long term target. It was meant to be a stop along the way as we, you know, got scaled the AG credit businesses and got back to the margin expansion we were accomplishing on a standalone basis for TPG. So what I said on the call is we expect to be approaching the mid forties by the end of next year. I would expect further scaling in 2026 and 27. And eventually we should be getting to 50 and above 50. But I'm not putting a time frame on that at this point.

Okay, great. Thank you.

This concludes the Q and a portion of today's call. I would now like to turn the call back over to Gary Stein for closing remarks.

Great. Thank you all for joining us this morning. We look forward to speaking with you again next quarter. And in the meantime, please reach out to investor relations team. If you have any questions. Thanks everyone. Thank you.

This concludes today's TPG's third quarter 2024 earnings call and webcast. You may disconnect your line at this time and have a wonderful day.