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

Great. Thanks, Ashley. Thank you all for joining us on our first quarter conference call. We're also excited to announce that we have entered into a definitive agreement to acquire Angelo Gordon and we will be discussing the transaction today in detail. Earlier this morning, in addition to posting our standard quarterly earnings materials to our Investor Relations website, we issued a press release announcing the acquisition and posted an investor presentation that we will be referring to during this call. With me this morning are Chief Executive Officer, Jon Winkelried and our Chief Financial Officer, Jack Weingart. Our Executive Chairman and Co-Founder, Jim Coulter and our President, Todd Sisitsky will also be available for the Q&A portion of this call. Additionally, we are pleased to be joined this morning by Josh Baumgarten and Adam Schwartz, the Co-Chief Executive Officers of Angelo Gordon. 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 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 measures, non-GAAP measures and pro-forma non-GAAP measures reflecting the reorganization that was completed during 2021 and immediately prior to TPG's IPO. We believe it's helpful for investors and analysts to understand the historic results through the lens of our go-forward structure and please refer to TPG's earnings release for details on the pro-forma financial information. We'll also be discussing certain non-GAAP measures on this call that we believe 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 Funds. Looking briefly at our results for the first quarter, we reported GAAP net income attributable to TPG Inc. of $25 million and after tax distributable earnings of $88 million or $0.24 per share of Class A common stock. We also declared a dividend of $0.20 per share of Class A common stock, which will be paid on June 5th to holders of record as of May 25th. With that I will turn the call over to Jon.

Thanks, Gary. Good morning, everyone. Earlier today, we made a very important announcement. TPG has agreed to acquire Angelo Gordon, a fully-integrated and scaled multi-strategy alternatives platform in credit and real estate with approximately $73 billion in AUM and $50 billion in fee earning AUM at the end of 2022. This transaction is highly compelling and advances our position as a diversified global alternative asset manager. We've been focused on strategic diversification since our IPO and we believe Angelo Gordon, puts us in a strong position to continue delivering growth and scale. We have a lot to cover this morning. So Jack and I will briefly review our quarterly results before discussing the Angelo Gordon transaction in detail. During the quarter, the timing of fundraising and deal activity continue to be impacted by market volatility and increased macro uncertainty. However, we've navigated through similar dynamics in prior cycles and continue to feel very good about our long-term growth trajectory particularly with the addition of Angelo Gordon. We raised $27 billion of capital over the last 12 months and $2 billion in the quarter in a challenging fundraising environment. The $27 billion represents a 9% increase over the last 12 months ending first quarter 2022, while fundraising in the industry was down 11% during the same period. We continue to engage in robust, high-quality conversations with clients around the world. Interest remains strong. The timelines for capital commitments across the industry have been elongated. Similar to what you've already heard from other alternative asset managers, we believe near-term fundraising will remain difficult for the industry and Jack will discuss what this means for our funds. We really don't know how long the remainder of our current flagship campaigns will last, but we'll make thoughtful decisions around the timing of our final…

Thanks, Jon. Good morning, everyone. At the end of the first quarter, we had assets under management of $137 billion, which is up 14% year-over-year. This was driven by $27 billion of capital raised and value creation of $3 billion, partially offset by $13 billion of realizations during the last 12 months. Fee earning AUM increased 23% year-over-year to $79 billion at the end of Q1. AUM subject to fee earning growth totaled $13 billion. Before I walk through our financials, I want to call out a few quarter-specific factors that impacted our first quarter results. First, the step-down of our predecessor Asia Funds, which resulted in a one-time step-down in management fees of approximately $9 million during the quarter. Second, an unusually light quarter in our Capital Markets business resulting from the timing of our investment activity. As a reminder, in Q4 of last year, we highlighted that our transaction fees of $45 million were unusually high. We believe that the average of these two quarters or approximately $20 million to $25 million represents a normalized quarter for our transaction fees. Non-core expenses totaled approximately $11 million, primarily related to diligence, legal and accounting work in connection with our acquisition of Angelo Gordon. This resulted in a one-time reduction in our distributable earnings for the quarter, which is reflected through our realized investment income in other line item. The unusually low capital markets fees plus the one-time M&A expenses caused our distributable earnings to be approximately $30 million lower than they would have otherwise been during the quarter. That being said first quarter management fees of $248 million increased 22% compared to the year-ago quarter and were relatively unchanged from Q4 '22. This is due to the one-time step-down of the prior Capital Asia Fund that I just described.…

Thanks, Jack. Since our IPO early last year, we've consistently signaled our desire to drive continued growth and diversification through both organic initiatives and strategic transactions. We always seek to build long-term shareholder value and there have been focused on scaling our existing platforms and providing a broader array of high-quality investment solutions to our clients. We believe the Angelo Gordon transaction delivers on these objectives. We've been seeking a platform that we believe will generate strong returns for our limited partners. Angelo Gordon has done that historically, as evidenced by their proven investment track record and their significant recent AUM growth. And we believe they are well-positioned to continue delivering attractive risk-adjusted returns going forward. Assuming TPG and Angelo Gordon have been combined at the end of 2022. We would have had approximately $208 billion of total AUM and $128 billion of fee-earning AUM with approximately 1,800 employees located in 18 cities around the world. We expect this transaction to be mid to high single-digit accretive on an FRE and after tax DE per share basis in 2024 before any revenue or cost synergies. The acquisition of Angelo Gordon with its scale of credit and real estate businesses is directly on-target with our strategic objectives to further diversify and unlock new avenues for growth and innovation in attractive and complementary asset classes. First, Angelo Gordon's $55 billion credit platform brings significant momentum to TPG in what is widely recognized as a multi-trillion dollar market opportunity in credit investing. This business has grown AUM at a 15% CAGR from 2017 to 2022. Importantly, this growth is diversified across four major scale strategies along the credit spectrum, including corporate credit and special situations, direct lending through their Twin Brook business and structured credit. Angelo Gordon's credit platform is not concentrated within…

It's Jon. I'm very excited to finally get the opportunity to discuss the transaction with you all today. It's been a long year. Today marks a major milestone for Angelo Gordon. It's truly a testament to the team and the business we have built of our nearly 35 year history. I'm very excited to be speaking with you all this morning. I'm going to briefly discuss why this is the opportune time for a combination with TPG and why TPG is the ideal partner for us. As many people know, we're seeing a steady shift in the dynamics across our industry. Assets LP capital is more competitive today than ever before and many LPs want to build larger, strategic relationships with more established best-in-class managers who offer diverse set of process. There is no doubt today that there is a clear competitive advantage in scale and diversification. As a firm, we've reached an inflection point, where we're now routinely competing with some of the largest alt managers in the world on a daily basis. We have big ambitions as the firm's talented professionals who are focused on delivering for our LP, smart and strategic growth is an absolute imperative. We have the brand, the people, and the solution set to continue to grow and drive performance for our clients. But at the same time, we've always had an eye towards strategic opportunities that would expand our capabilities and product offerings. Importantly, our firm is not for sale. However, given what we want to accomplish and after our meetings with our new partners at TPG, we recognize the opportunity and unique power of this combination. And we've had many decisions we made, we'd remain uncompromising on our deep commitment to a firm culture of collaboration and investment philosophy built on fundamental research and downside protection, and an unwavering focus on our clients. We believe the combination with TPG reflects all of these commitments and also deliver significant opportunities for all of our employees. I'm now going to turn the call to my partner, Adam Schwartz.

Thanks, Josh. Good morning, everyone. So, we believe that this is a transaction that will strongly deliver benefits of scale, diversification and opportunity for both firms. TPG will bring expanded investment capabilities, significant industry and domain expertise and a broad and deep base of LPs, all of which we believe will help accelerate and expand the trajectory of Angelo Gordon. Consistent with Jon's comments, I want to reiterate that we are confident that the combination represents a strong strategic and cultural fit. When the transaction closes, TPG and Angelo Gordon will join to from a leading investment platform with a shared philosophy of firm culture, investment excellence and delivering for clients. And importantly, our firms are entirely aligned on achieving growth through performance. Our investment teams will have the opportunity to leverage TPG's deep industry and sector expertise in areas such as healthcare, technology, Internet and digital media, consumer and business services. And the scale of the combined platform will enhance our access to capital, unlocking new opportunities to expand our deal pipelines and driving performance for our LPs. With the power of our combined platform, we will be able to pursue new solutions for our clients across the risk and return spectrum by leveraging our individual and collective investment capabilities and approaches. Ultimately, this transaction is about growth and capitalizing on our collective momentum in order to do more together. Our priority is focusing on execution to realize the opportunities that we are confident exist, which ultimately will be a positive, as Josh said, for our people and our clients. Josh and I've spent a lot of time with Jon, Jack, Jim, Todd, Anilu and many others at TPG over the last year. It's been a great team effort getting to this result today. We are very excited about this partnership and how our businesses fit together. We couldn't be more enthusiastic about joining together with them to drive growth and create significant long-term value. Jack will now walk through the transaction details and the financial benefits.

Thanks, Adam. As you can tell, we're all looking-forward to working together as partners. I'll close out our prepared remarks by reviewing the financial impact of this transaction. We're acquiring Angelo Gordon in a cash and equity transaction valued at approximately $2.7 billion, based on TPG share price as of Friday. This includes approximately $970 million in cash and up to $62.5 million common units and RSUs of TPG, which represents approximately 16% of the equity of the combined company. We believe the transaction has been well structured to ensure a clear alignment of interests. Angelo Gordon's active partners will generally receive 85% of their consideration in equity while the founders of Angelo Gordon will receive 90% of their consideration in cash and 10% in equity. The unvested common units and RSUs that the Angelo Gordon non-Founder partners are receiving will generally vest ratably over a five-year period, with a full lock-up during the first year post-closing. Importantly, a portion of Angelo Gordon's equity consideration will be distributed to its employees, creating broad-based employee ownership. This is similar to the IPO award given to TPG employees when we went public, ensuring everyone who is a shareholder and directly benefits from the growth of the business. This transaction also includes post-closing contingent consideration, which is valued at up to $400 million. This earn-out is based on Angelo Gordon achieving certain fee-related revenue milestones in 2026, and if earned, will pay it out in 2027. In order to receive 100% of the earn-out, Angelo Gordon will need to grow its annual FRR by 16% per annum through 2026 and TPG will have flexibility to determine the cash and equity mix used to fund any earn-out payment due. Consistent with our business model, the transaction then structures the 20% of performance allocations generated…

Thank you. [Operator Instructions] We will take our first question from Glenn Schorr with Evercore ISI. Please go ahead.

Hi, thanks very much.

Hi Glenn.

Hello. So, I guess I'll go with, thank you for the FRE margin, but I'm getting hit up by some people asking what was FRE? What was DE? What multiple do you feel you're paying for this business you bought? I understand all the synergies. And then, maybe with a 90% cash payout for the founders, maybe talk about any lessons learned from the past experience with Sixth Street and how you went about this transaction and structuring it to keep both sides engaged? Thanks so much.

Yeah, I think, Glenn, the intent in providing the roadmap I did on financial information was to give people enough data to kind of calculate what they believe FRE is for the business. We're not disclosing an acquisition multiple, but hopefully the framework helped. And I would add that we feel like we paid a fair value for the business and we feel good about the buy-in price.

Well, I think there's a couple of things as it relates to the structure of the transaction and I guess lessons learned. Importantly, Angelo Gordon is joining the firm as another platform at large, you know how we're structured with respect to the various platforms in the firm and Angelo Gordon is coming into the firm as another significant platform of the firm managed and run consistently with the rest of the platform's governance structure the same, control structure the same and as you might recall, when Sixth Street was part of the platform, was really operating as kind of an independent entity underneath sort of the umbrella. And so it's really, from the very start, it's really being structured in a different way and we're all collectively, ourselves and Angelo Gordon, are enthusiastic about doing that. I think we also structured the consideration in a way where I think as you heard that other than the two founders, the estate of John Angelo and Michael Gordon, the rest of the team that's coming on-board, is coming on-board with about 85%, approximately 85% of the consideration in equity and I think that I can -- I won't speak for my two new partners here and the work here, but they can talk about their desire to own the stock and the desire of the rest of their team own the stock.

Yeah, thank you. Yeah, for the non-founding partners, it was very critical in terms of the consideration mix to receive as much equity as they possibly could, for obviously, alignment reasons, but also we all want to contribute and participate alongside the combined growth that we expect to offer the TPG platform. So, equity as part of consideration was absolutely critical to all of us.

And I would just add that the majority of the consideration is going to the non-founder partners. So the redeeming founders or a minority interest -- were a minority portion of the consideration.

I appreciate all that. Thanks.

And we will take our next question from Kenneth Worthington with JPMorgan. Please go ahead.

Hi, this is Alex Bernstein on for Ken Worthington. Thanks for taking the question and congrats on the transaction. You mentioned the $55 billion in AUM for Angelo Gordon's credit business, can you give us any sort of rough break-out around the size of this perhaps CLO direct lending and structured credit businesses. And then maybe indirectly and specifically, just given the expected big opportunity set there in the market more broadly, can you talk about what proportion of that is sponsor and non-sponsor driven? Thanks so much.

Sure, I'm happy to grab that. So, the $55 billion of credit that's broken down broadly, I guess we think about as three significant sectors. About $22.5 million is going to be in corporate credit and multi-strategy. The two biggest components of that would be about $13 billion in our Credit Solutions business, about $8 billion in our performing loan or CLO business. And actually that, as you mentioned, in our lending business, Twin Brook about $18.5 billion in terms of AUM. And then lastly from our structured credit business about $14.2 billion. To your second question on the lending Twin Brook and all of its AUM it's a 100% sponsor-backed. So we are serving borrowers in the lower-middle market generally, sub $25 million EBITDA. But all will be sponsor-backed opportunities.

I would say, it's Jack, we agree with your comment that there's real significant opportunity in direct lending area. For those of you who know the Twin Brook brand, it's an excellent, excellent business, focused very sharply on the lower-middle market space as Josh mentioned, lending to companies with below $25 million of EBITDA and we see a real opportunity to scale the business into larger company lending.

Super helpful. Thanks a lot.

Thanks.

And we will take our next question from Craig Siegenthaler with Bank of America. Please go ahead.

Hey, it's Craig Siegenthaler. Good morning, Jon, Jack. Hope everyone's doing well and congrats on finding your credit manager.

Thank you.

So, my first one is on your existing portfolios, especially in the capital business. We all know, the economic backdrop is getting a little more challenged. It's also not surprising to see that we're starting to see some defaults emerge across private markets. I wonder how you think about it? Are you expecting to see a larger number of defaults if the economy deteriorates into the second half? And as you construct your portfolios, we have 15 or 20 portfolio companies for fund. How do you plan for defaults in funds and is it common to have one or two in a fund, which of course be offset by multiple stronger performing investments.

I think Todd is going to give you some color on that.

Thanks, Craig. I think your point that there are a lot of conflicting signs in the economy is certainly very well taken, and we're spending a lot of time sort of looking not only at results, but leading indicators for companies. I would say that so far, we feel quite good about the performance of our portfolio in US, specifically with the private equity side. So I'll focus on that. And if you look across our private platforms of capital, Asia, growth and impact. Our average LTM growth is sort of mid-20% and that's probably on the high side for the fact that most of our companies are scaled companies. But I think it really speaks to the strategy that we have. We're very sector focused. We focus a lot of time just in a forward-looking way to try and figure out how to make sure we're in the right neighborhoods. And then we spend a lot of time trying to develop some of the interesting proprietary opportunities that Jon went through earlier in the call. So we are cautious about the overall environment in which these companies are operating, but we feel like we've been pretty well served by virtue of where we sit at the spaces we're in and the level of condition we build up in most cases, over many years in studying the space and building relationships with the CEO is just relatively back. To your second question, in the large-scale investment areas that we focus on, which is the vast majority of what we do in private equity, we do not think of it as, we certainly view as a portfolio, but we focus on concentrating in companies and areas we really are -- have conviction about. And we really do not focus on the idea of taking long shot that might end up defaulting. We really want all of our companies to succeed. That's not to say that in retrospect that some won't underperform because that's always the case in any portfolio that they will. But we are not looking for two or three home runs to offset some laggards. Our focus is really trying to generate strong risk-adjusted returns across the portfolio in companies and in spaces where we have deep conviction. And so far, as Jon said, we had a nice -- despite the volatile market, tick up in valuation this quarter. And that really reflects the fact that, as I said earlier, we have very strong underlying growth in the portfolio even through bumpy times.

I would just add to your question that the reason why our two new partners are sitting here next to us is because in this cycle that we're going into whether or not we have recession or not, one thing that's obviously very different than the last kind of reset cycle that we went through is that interest rates now are meaningfully higher, term structure is meaningfully different than it was back in the GFC, when we had essentially near-zero interest rates and refinancing stresses were very different and the realities of that were very different. So we're in a different kind of environment right now and I think that environment creates a lot of opportunity. I mean we have to manage our portfolios on the private-equity side like Todd described and we do that and that's core to our business, but we also foresee a tremendous amount of opportunity, whether that's triggered by default or whether that's just triggered by capital structure re-balancing or refinancing, we expect to see a number of interesting -- we're seeing a number of interesting opportunities across capital structures. So, the Angelo Gordon team obviously is going to create a really nice strategic fit as it relates to capitalizing on those opportunities.

Jon, Todd. Thank you.

Thank you.

And we will take our next question from Brian Bedell with Deutsche Bank. Please go ahead.

Hello. Great, thanks, good morning. And also congrats on the acquisition. If I can ask maybe if I could squeeze a two partner and here, just quickly on the closing approvals for international, if you could just touch on which markets and which regulators that would be. And then as we think about the FRE margin profile, again this excludes the synergies, like you said. But how are you thinking about aligning those you know the FRE margin between the two. I guess the AG platform versus TPG is there -- are there easy structural things to eliminate to bring that margin up or is it more of a longer-term project?

Yeah, Brian on the -- let me start with the FRE margin. On the FRE margin, as I mentioned, Angelo Gordon has been expanding their FRE and on a standalone basis, would have seen continued operating leverage as they scale each of the businesses we talked about. They're earlier in that journey. So they are in the high 20s today. We see it as a real opportunity and you've seen our discipline in expanding our FRE margin to around 45% target. On a combined basis, we believe that over the coming years, there is no reason we shouldn't get to a higher number together than we would have by ourselves, with a larger platform scaling over-time. We're not providing a specific target date for an FRE margin until we get a little bit further into the integration of the businesses, but we do see a real opportunity. This is not a transaction that's premised on immediate cost takeout. We see real opportunity from growing our businesses faster together. We'll certainly find some costs, but it's really premised more on faster growth and operating leverage. Brad, I think are you -- can you respond to the regulatory question?

Yeah, I'm happy to Jon. There are a number of foreign regulators from whom we will need to seek approval. We're not anticipating any difficulties or unusual problems with any of them. The one that we expect will take the longest, just based on how transactions are being processed around the world right now is the FCA in the UK, but there are several others given the global nature of our business and Angelo Gordon's business.

Okay, it's great. That's helpful. That's helpful.

That was Brad Berenson, our General Counsel

Sure. Thank you.

Thanks Brian.

And we will take our next question from Michael Cyprys with Morgan Stanley. Please go ahead.

Hey, good morning. Congratulations on the deal and thanks for taking the question. Just with Josh and Adam on the line. I was just curious if they wouldn't mind sharing their perspective on what they see as most differentiated with Angelo Gordon in the marketplace versus others, and if they could maybe also elaborate on the approach to sourcing of investments that they take on the credit side? Thank you.

I'll start on the credit side and then particularly the last question. From a sourcing perspective, we've taken a very deliberate pivot from our brand over the past couple of years. Traditionally people knew us as a sharp [indiscernible] distressed investor. We since pivoted that more of a partnership approach, but we are doing our best to actively work alongside of the companies private-equity sponsors of asset owners to solve their capital needs and what we've seen in particular over the past two to three years is an explosion in terms of origination as a result. People want to come to us because they know we are trying to work with them across all of our different business lines. And I would say, as Jon mentioned earlier, from an opportunity set perspective, while we're not seeing much in the way the stress in our portfolio. Frankly in markets what we are seeing is a significant increase in terms of origination opportunity that are significantly greater than our capital base today and that's one of the things we're so excited about partnering with TPG is working with them working with their clients to create new solutions for all the opportunity we're seeing. But I would say this partnership approach has yielded massive, massive improvements in terms of our sourcing.

Yeah, let me just add to that. When we first engaged with our new partners at Angelo Gordon, I think one of the things that we were focused on is that if you listen to Josh before describe the distribution of strategies on the credit side across Angelo Gordon, it's clear that they've grown themselves into an approach where they're attacking the credit markets through multiple disciplines. They have direct lending business. They have the opportunistic business. They have structured credit business, multiple, multiple angles in terms of attacking the opportunity. As we got more familiar with the platform, in some respects, it reminded us a little bit of our approach on the private-equity side, where we've grown in a number of different strategies. We never necessarily kind of maxed out for one particular fund or the size of one particular fund. If you remember, when we took people through that at our IPO, but rather we had grown our pools of capital laterally with step-out strategies, trying to take advantage of the ability to grow over-time through multiple vehicles because obviously, none of us know exactly where the flows are going to go or where the real opportunities are going to be and so, it creates a nimbleness in terms of being able to raise capital and also attack the market opportunity. And in the environment that we're in right now. I think it's -- what I think was different about the Angelo Gordon platform relative to other platforms we actually met with because we met with a number is that, it was, it wasn't a monoline business, it wasn't just focusing on one aspect of the market, let's say like the direct lending opportunity. It was focused across the range of opportunities and overtime, as the platform pivoted,…

Great. Thank you.

Thank you.

And we will take our next question from Finian O'Shea with Wells Fargo Securities. Please go ahead.

Hey, everyone. Good morning and congratulations as well. Can you touch on what Angelo Gordon brings in terms of the retail channel for fundraising? And then also Jack you mentioned that you would work to grow Twin Brook from its lower-middle market orientation to large market. How quickly can that happen? Is that immediate or sort of a multi-year journey? Thank you.

Hey, Finian, thanks. Look, do you want to talk about the retail first?

Yeah. Sure, just briefly.

I mean where you are now?

Yeah. On the retail side or retail and intermediary distribution side, it's been a key area of focus for us. We have significant retail exposure in a number of our open-end fund and more recently, increasing our closed-end fund structures. It's actually one of the areas that I think, from a client side perspective that both ourselves and TPG highlighted a real need to lean in there and get more exposure to that channel. I think when we're working our math together very early on.

I mean, on that topic, the combined brand between the two firms obviously and our ability to deliver product to our retail channel partners is greatly enhanced by this transaction. I mean we are -- I think as you know we're already distributing our private equity products through the channel consistently. Essentially in every capital raise we do, we have a channel partner that's taking us to the market in that. What we don't have is, we don't have more yield-oriented products currently, we obviously know what's been interesting to the market of our floating-rate interest-rate exposure through the loan business et cetera. So we feel like this will give us -- greater importance for us frankly as a channel partner. And so we're excited to expand that part of the platform.

Yeah. Well, I would say, since we've been working together for a year now, trying to create this partnership, we've already been talking to each other about new products and new structures to create to be attractive to the channel. So we expect to begin that work relatively quickly. I'd say more broadly on the fundraising side, this has been alluded to, but when you think about the institutional mix, Angelo Gordon's current mix is almost 80% Americas across their businesses and a little over 20% international. As you all know, from the time we spent together, we've built a very significant LTE presence in some of the bigger areas internationally with growing AUM and we think there's real opportunity given the lack of overlap with our LPs to expand faster together on the institutional side as well as the retail side. On your direct lending question, like as I mentioned Twin Brook is very focused on lower-middle market, they've become real differentiated in that area. I think to accomplish a scaling of that business, it's going to be -- it's going to take a little time. We're going to have to raise additional pools of capital focused on other segments of the market, but we strongly believe that Angelo Gordon's got credit infrastructure to support that build-out.

Even on the basis of the business now, by the way, I mean if you look at obviously I don't have to tell anybody about what's going on in the regional bank world and the contraction of credit that's continuing. I mean it's really this year unfortunately, it sort of has shifted into another gear in terms of the contraction of credit, the provision of credit from the traditional banking channels, and that's going be accentuated as a result of the regional banking crisis, that's going to be accentuated for the mid-market to lower-middle market. So, there's just a very large opportunity period for an established brand like Twin Brook in the lending markets. So we intend to be the beneficiaries of that.

And just to highlight that, in terms of the responses to that more retail investor base in Twin Brook specifically, we've actually look to diversify our capital structure of that business. So we're actually -- while we might be in the market for our traditional next series fund in the market, we're also raising B, Cs and evergreen pools of capital, specifically because that investor channel is demanding access to ongoing permanent capital vehicles as we've been met there with significant success so far.

And we will take our next question from Bill Katz with Credit Suisse. Please go ahead.

Okay. Thank you very much for taking the question and congrats as well on the transaction. Just coming back to the opportunity to grow the franchise. I think in your supplement, you talked about high net worth retail and insurance. I was wondering if you can maybe prioritize where you might see the growth first? And then one for Jack just as you think about on the other side of the transaction, what kind of leverage are you comfortable running the franchise at and how would you think about maybe negating some of the stock dilution from the share issuance? Thank you.

Well, let me just touch on the opportunity with respect to additional growth and diversification of capital sourcing. We've talked about this before with everyone in terms of our franchise and our ability to penetrate retail and insurance in particular and I think that one of the reasons that we've been focused on adding a series of new products and new capabilities is that in order to service the insurance market I think we clearly needed to build out our product capabilities. In terms of return profiles and the structural profile of these products. I mean if you look at what's happening in the insurance market, obviously having helping some of the insurers players fund liabilities, it's a mix across an array of products from traditional fixed-income to more structured private debt and fixed-income to some higher returning private-equity opportunities. So the ability to offer a cross section of those products and customize structured solutions for insurance partners is something that we're -- post this transaction, we're in a much stronger position to do. And even prior to this transaction, we've been approach by a number of insurance players that view our -- that view TPG as an attractive partner because of our reputation our history and our global brand. So this really kind of like unlocks from a number of perspectives, our ability to do that. On the retail side, I mean, look, we have -- we've had a product mix at TPG that's been quite appropriate for what you would think of as high-net worth, but probably not mass-affluent and the retail channel. And so this is simply -- this is transformative as it relates to our ability to service that channel with a different type of product array. And also, the other thing that this does for us as well, which we're excited about is that the ability to do some to bring some of our capabilities along with, for instance, the debt origination side of the business. As an example, something like impact and climate where there's a reasonable amount of interest and demand from retail channels and things like impact of this lending products as an example. We have leading I mean we think of ourselves as the leader as it relates to impact and our capabilities across that market and so this gives us again, several other tools, and we should grow into that market with a differentiated product.

And Bill, on your on your balance sheet question, as you know, at IPO, we set ourselves up with significant flexibility to accomplish something like this. We had, as I mentioned at the end-of-the quarter and end the first-quarter about six -- little over $600 million of cash on the balance sheet. This transaction will result in us using about $450 million of that cash to bring us down to a normalized cash level of 100 -- between $150 million and $200 million for flexibility. We'll also be dipping into our revolver, $700 million. So we do believe that this transaction creates a step toward a more efficient balance sheet and creates a really efficient use of the capacity we created at IPO. After this, we'll still have pretty modest leverage. And thinking about the revolver, plus our existing balance sheet leverage, it will be relatively modest, kind of call it 1.5 times leverage. So, we continue, post this transaction to have significant flexibility. There is no intent near-term to buy-back stock to offset the dilution, we want to increase our float, not reduce our float in the near-term. And as we mentioned, we're only issuing about 16% of the pro-forma share base. And over time, we'll think about how to continue to use our balance sheet to create growth.

Thank you.

And we will take our next question from Adam Beatty with UBS. Please go ahead.

Thank you and congratulations. Just wanted to ask about revenue synergies in particular in the historically strong areas for TPG private-equity and growth-oriented investing. Appreciate the very small overlap with Angelo Gordon's existing LPs and just wanted to get your thoughts around how you're thinking about maybe taking some wallet share there. What -- how you would approach that, that incremental opportunity. And also given that you have some flagships still out in the market, wondering if you are expecting any of the Angelo Gordon LPs to maybe participate in some of the fundraising this year? Thank you.

Well, thanks for the question. I guess, yes, yes and yes. I mean. I think that when we got together with our new partners, one of the things that was really interesting, and almost to some extent, surprising, was that we have modest overlap in terms of our LP basis. And I think that presents a real interesting opportunity for us to both -- to introduce one another to important relationships that we both have and we've -- before we did this or before we announced this transaction, I think, you're probably well aware that on the last, I don't know how many earnings calls we've had now, about six. On the last six earnings calls, we've been asked about this strategy on all six in terms of what we were doing to expand our product mix and expand our product offerings and consistent with that, we've probably been asked, since we went public, by most of our LPs, how we were thinking about this part of the market. And we take our LP partnerships incredibly seriously and one of the things that we have as a core objective is to be as strategic partner as we possibly can be with our LP partners and that means holistically providing kind of multiple products, multiple return streams to our LPs. If you're watching what's going on in our market, obviously, generally, there's been a concentration of capital formation from the larger alternative asset management firms in the market where we're providing -- we're engaged with our LPs across multiple strategies, strategic relationships, developing partnerships with LTEs. And so, the inclusion of the Angelo Gordon capabilities across credit, real estate I think are really -- a great benefit to our ability to do that. And we've already been asked by many of our LP partners, we're looking-forward to, once you guys sort of solidify this partnership, we're looking forward to meeting your new partners and exploring opportunities. So that's clearly a big opportunity for us. I can tell you that our combined capital formation groups, which on a combined basis, really powers up our capability there. We already, as you know, we're investing in our Capital Formation and our fundraising capabilities, that's been an area of focus for us. This more than doubles our -- the size of our team. It brings other disciplines that we didn't have and other product knowledge that we didn't have necessarily within our -- within our core team. So it expands our capability to form capital in a meaningful way. So lots of opportunity kind of back and forth between our both of our respective franchises that we think will have a meaningful impact on our ability to accelerate growth.

This is Jim Coulter. I'd say, we've already, this morning been in contact with trillions of dollars of capital in our partner group to let them know about this and was very well received. And I would note that we have a history of successfully introducing our LP base to credit platforms in a way that has been highly accretive.

Jon and Jim, thanks very much. Appreciate it.

Thanks

And we will take our next question from Brian McKenna from JMP Securities. Please go ahead.

Thanks. Good morning all and congrats on the deal. So, it's clearly been a tough backdrop for fundraising, specifically in private equity. But could you talk about fundraising trends at Angelo Gordon over the past year or so. And then I'm assuming more parts of this business raise capital on a more recurring basis given the mix of AUM. So how should we think about the cadence and consistency of fund raising on a pro-forma basis at TPG longer-term?

Sure. I'll start on the credit side. We've actually had really, really solid momentum over the past couple of years. There were about 1,500 new LPs of the firm over the past five years. As it relates to credit specifically, on corporate credit, we successfully raised two vehicles throughout 2022, both of which closed above our target return expectations. We deployed a good amount of capital, but we have significant dry powder there to be prepared to invest in what we think will probably be the next and probably the largest opportunity set in our careers in the credit market going-forward. Twin Brook middle market lending, as I mentioned earlier, we're in the market now for our traditional series of funds. And as announced, also as mentioned, we're changing the capital structure of that business to obviously raising more permanent capital. Permanent capital at Angelo Gordon is $5 billion, $5.5 billion right now. It's something that our investors have been demanding. We expect it to be significantly greater as a proportion of our capital base going forward. But right now we have very solid momentum across our middle-market lending franchise. And then you're going to structured credit, when people talk about private credit. It's interesting, you're talking a lot more about corporate middle-market lending, but structured credit is everything in our world that touches the consumer in all different forms and I would pass it over the next five, 10 years, it will be at least as big as what people refer to as the current private credit market, it's at the most nascent stage right now, we've been in that market for well over a decade. So we expect that we are just scratching the surface and in particular, what happened in March. Banks are exiting this market or changing their cost in this market faster by the day, we expect that to continue and we think we're going to be a significant leader and beneficiary there. So we're just scratching the surface in terms of structured credit and specialty finance. It's a multi-trillion dollar opportunity and again we're one of the few who has been there for well over a decade.

Real estate side I'll echo the sentiment we're seeing very good support from investors or excited about this vintage for the real-estate opportunity as we're all seeing day to day in the news and so without being able to comment specifically on funds that are in the market, because we are actually in the market on all of our real estate products, we are seeing strong response.

Yeah, Brian, I'd say, more -- it's Jack. More generally, as Jon mentioned, one of the things we really found attractive just structurally about Angelo Gordon is the number of different products they have across those credit real estate. There is lot of monoline credit firms out there that have blown up one category and would come if we had gone that direction with much more concentrated risk under single fundraising cycle. In Angelo Gordon's case, they've got multiple well-positioned strategies across most segments of credit and therefore are less reliant upon one single fundraising cycle. And obviously, on a combined basis, that does a lot to diversify our own exposure to single fundraising cycles. And then on the kind of you referred to the always on kind of more continuous nature of fundraising. As Josh has alluded to, I think, Angelo Gordon is relatively early in the establishment of the structures to enable that kind of constant fundraising, but that's one of the real growth opportunities for us together.

Got it. Super helpful. Thank you.

Thanks.

And we will go next to Luke Mason with BNP Paribas. Please go ahead.

Yeah, good morning, and thanks for taking my question. It's just around the fundraising targets and I appreciate the much more challenging environment. I'm just wondering if you had any specifically on funds and more challenged within the flagships. And then, as it relates to the impact platform.

Luke, we can't, sorry, we can't hear you. You're coming through. I think he was asking about quite muffled differentiated among the flagships in terms of you know what's easier or harder to get raised. I think that was the question.

Yeah, that was the question. Thanks.

Luke, let's say, relative to the difficult backdrop, among the flagships I talked about, we're making similar progress across all of them, all of them have good investment performance backing the fund raising campaigns and all of them are continuing to see progress towards targets. We just think across -- and so I wouldn't say one blowing out one struggling, they're all doing well relative to a tough backdrop. But we think it's prudent to plan for slightly smaller fund sizes as we think about our cost base and as I mentioned on the call, we still expect in all cases that we're going to see growth versus the prior fund in each business.

Thank you.

Thanks.

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

Great. Thanks, operator. Thanks, everyone, for joining us this morning. Please feel free to follow-up with me or Abenie if you have any questions.

Thank you. And this concludes today's TPG conference call and webcast. You may now disconnect your line at this time and have a wonderful day.