Greetings, welcome to the TPG Real Estate Finance Trust Fourth Quarter 2021 Earnings Conference Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. [Operator Instructions] Please note this conference is being recorded. I will now turn the conference over to your host, Deborah Ginsberg. Thank you. You may begin.

Good morning and welcome to TPG RE Estate Finance Trust Conference Call, for the Fourth Quarter of 2021. I'm joined today by Matthew Coleman, President. Bob Foley, Chief Financial Officer, and Peter Smith, Chief Investment Officer. Bob and Matt will share some comments about the quarter, and then we'll open up the call for questions. Yesterday evening we filed our Form 10-K and issued a press release with a presentation of our operating results, all of which are available on our website in the Investor Relations section. I'd like to remind everyone that today's call may include forward-looking statements which are uncertain and outside of the company's control. actual results may differ materially. For a discussion of some of the risks that could affect results, please see the Risk Factors section of our 10-K. We do not undertake any duty to update these statements, and we will also refer to certain non - GAAP measures on this call, and for reconciliations, you should refer to the press release and our 10-K. With that, I will turn the call over to Matthew Coleman, President of TPG Real Estate Finance Trust.

Thank you, Deborah. And thanks to everyone for joining this morning's call. I'm pleased to be covering another strong quarter for TRTX and an excellent 2021 overall. Before I dive into the specifics of our performance, I first want to address the successful conclusion of our CEO search process. As we announced in late January, we've hired Doug Bouquard at the TPG partner and the CEO of TRTX. Doug has spent his entire 18-year career up to this point at Goldman Sachs, where he most recently served as a Managing Director and Head of U.S. commercial real estate debt in the Global Markets division. In this role, yet oversight of the firm's commercial real estate debt origination activities, including securitized lending, balance sheet lending, and commercial real estate warehouse financing, as well as commercial real estate securities issuance. In addition to that strong background in real estate credit, we've gotten to know them well over the last several months and believe that you will be a great cultural fit at TPG. Doug's appointment is an important next step for TRTX. And I look forward to welcoming him as the CEO of the company and as a TPG partner when he formerly joined the firm in late April. Now, turning to 2021 and Q4 performance. Over the course of last year, our TRTX made significant strides across a number of dimensions. We grew our loan portfolio by nearly 9%, realized interest collections in excess of 99%, maintained an attractive 67% weighted average LTV, and closed $1.9 billion of new originations across themes and strategies demonstrating strong secular and demographic tailwinds. We also had important achievements on the capital markets front, closing a $1.3 billion CRE CLO in Q1 of last year, followed by the issuance of nearly $200 million of 6.25%…

Thank you Matt and good morning, everyone. We reported yesterday for the quarter ending December 31, 2021, GAAP net income of $44.9 million, which was up $15.6 million or 53% versus the third quarter of the same year. Net income attributable to common stockholders of $41.1 million or $0.51 per diluted share, and increase of 58% versus the prior quarter. And distributable earnings of $18.5 million or $0.23 per diluted share. For the full year our ratio of distributable earnings to common dividends declared was 1.2% to 1%. A quick comment regarding two non-recurring items that slowed through distributable earnings in the fourth quarter. First, the sale of 17 of our 27 acres of owned real estate on the Las Vegas Strip, generated a book and tax gain of 15.8 million or $0.20 per share. We utilized a like amount of our $203.4 million of capital loss carried forwards to absorb all of that gain, which reduced our taxable income and our dividend requirement accordingly. Because the gain was not distributable, we reduced distributable earnings by $15.8 million or $0.20 per share. Second, we concluded late in the fourth quarter that $8.2 million of the existing $10 million specific loan loss reserve against our store retail loan, was uncollectable, and we charged it off at year-end. The $10 million reserve was expensed in GAAP net income in the fourth quarter of 2020, but did not flow through distributable earnings at that time. This $8.2 million charge-off does not impact net income in the current quarter, but because it does constitute the realization of a loss previously recognized for GAAP purposes, it does flow through distributable earnings as a reduction. Excluding that $8.2 million charge-offs, distributable earnings from our core lending business were $26.7 million during the fourth quarter of this…

Thank you. At this time, we will be conducting a question-and-answer session. [Operators Instructions]. A confirmation tone will indicate your line is in the question queue. [Operator Instructions]. One moment, please, while we poll for questions. Our first question is from Stephen Laws of Raymond James. Please proceed with your question.

Good morning. First. I want to touch on the Las Vegas has a little bit. I know Matt and Bobby both mentioned this, but when we look at the gain recorded, should we look at the math similar, I mean can you talk about this asset compared to along that sold and are we looking at a $20 or $25 million gain that we realized this year or kind of what do you think the timing is on that?

I think it's a little hard to say, Stephen. I mean, there are different assets. In some ways, it's the center of development and the center of growth has shifted north, so that's a good thing. We like the location here, convention center adjacent across from resort world. We like the momentum that we're seeing in Vegas. It's very different, it's -- the airport obviously ended up being a strategic buyer for the south, that's not the case here. At the same time, we don't have some of the land years restrictions in the north that we would have being airport adjacent. So I think we're very optimistic about robust per acre values in the north, but it's a little hard, I think to handicap timing. I think we've said we don't -- we do intend to be value maximizers here, but we don't intend to be long-term holders. So I think we're hopeful that over the coming quarters here we'll have a more definitive update for you.

Great. And then shifting over to the origination side. Life sciences is up to almost 10%, certainly a significant increase from low-single-digits a year ago. At this pace in your pipeline, how big do you see that getting? I mean, four or five quarters from now, could we be at 20% plus or kind of where do you see that settling?

Yes. It's a good question. It has grown and it's grown purposefully because it is one of those areas where we believe that there is something secular happening in that space, and it's also an area where we do think we've got some pretty distinct advantages. We've got real synergies with TPG's Healthcare Group. We've got a very talented senior adviser working with us who used to run TPG's biotech business. On real estate private equity side of TPG, we're big owners. A top 10 owner in the United States of life sciences properties, and so we believe that we've got some real competitive advantages here. That being said we're going to look to maintain portfolio, balance. These deals as with any deal or not without risk, conversions require real expertise. We're very market picky. We've done this only with the most talented sponsors and this is an area where our repeat business has been exceedingly high. And so I think for those reasons, Steven, this maybe capacity constrained to some degree, because our criteria are strict around what we will and won't do as we think about the risks that we're taking on. And so my guess is that when we layer on those criteria that we think point to attractive deals, that this will by nature end up being somewhat size constraints. So I don't see this quadrupling and exposure size. I don't think that's what we're talking about here. We found some very distinctive variance where we can express a theme that we really believe in, with really attractive risk reward. And as long as we can find that, we'll continue to do it but we're not going to compromise those criteria just to grow in life sciences.

Great. Appreciate the comments as pointed out.

Our next question is from Tim Hayes of BTIG Please proceed with your question.

Hey, good morning, guys and congrats on getting the new CEO in place. Can you outline your top goals and strategic initiatives for the upcoming year and I'm just curious if you can continue to grow while maintaining the same risk-adjusted returns and the underwriting that you feel comfortable with. And also just if you could put into context, I know Doug's on on the call to speak for themselves, but given that he has an extensive background in CRE debt outside of just senior lending. If there's anything else that you could see making its way strategically into TRTX that hasn't historically been there?

Yes. Good question, Tim. It's a little hard to articulate such strategic vision for him. But we obviously got to know him well during the process. And I'll -- let me -- let me try even with that caveat. I think first and foremost, Doug buys into exactly what we're doing and the strong team that we're doing it with and the investment philosophy that we've developed at TPG that brings the earnings growth for this company that you've seen over the last year. So I think there's real alignment of strategic vision here. Obviously, Doug's got a real estate view on credit and talents that are extensive, and that can -- whether that is expressed on an actionable strategy or not, that can only [Indiscernible] to the company and to the firm's benefit. So those are characteristics of Doug that we find attractive. I would caution against thinking at the outset without Doug having a chance to even be in the seat the one day, this hiring represents a strategic shift in -- if you look at what we've done over the last year, we think we can do more of this. Bob talked about the capacity that's resident within our existing capital structure. We're going to keep executing on the capital markets front. We grew the portfolio last year. It's certainly our intent to grow the portfolio with our existing strategies this year. We think we can continue driving earnings, ultimately driving dividend growth. And those are the things that Doug is going to help lead this company to do. I think as to Doug 's strong -- broader strategic vision, those will be questions better asked to him over the coming quarters. But I would just leave you, I think, with this notion that he buys in to what we're doing the way that we're doing it. And of course, he'll have new ideas and new insights and new ways of leading that we're all looking forward to seeing in action.

That definitely makes sense and to look forward us getting to know him better and hearing his vision once he officially is on-boarded, but Matt, you said that you think you can drive earnings and dividend growth. And I don't know if there is any time frame around that, I don't know if that's 2022 or just broadly going forward, but the dividend, if you look at run rate earnings of $0.33. I know there's a lot of different variables ahead with growth expectations, and rates, and potential credit hiccups with a couple of loans that you have your eyes on a lot of moving parts, but really strong in place, dividend coverage now if you think you can continue to grow earnings and dividend growth. I'm just curious how you think about the dividend and the short term with some of these potential headwinds. And what you would need to see to make a recommendation to the Board to continue increasing from the current level.

It's a good question, Tim, I'm not sure that I characterize the situation that we're in now as facing a lot of headwinds. We've got essentially a fully performing portfolio. We've got the one retail assets that we've talked about. We've got interest collections in excess of 99% we're, as Bob said, if our repayment, -- the forward curve and our repayment forecasts hold in, those are both big assumptions. We've become positively levered to rising rates here in a quarter or two, we've got plenty of dry powder. We've got a good stable of talented borrowers, we're developing new relationships and expanding our network all the time. So I think we're actually quite bullish about our ability to continue to grow the portfolio and drive earnings over the course of this year. As you know of course, we don't give dividend guidance and ultimately this will be a decision for the board. But we're cognizant that we paid special dividend last year. It is not generally, I think our aim to be paying special dividends. And so we'll put all of those things together and all of those factors, and continue to closely monitor this with the board.

Sorry, Matt, if I'd use the word headwinds, I think a variable was really what I was trying to get at. Sorry if I wasn't giving you guys credit for a lot of the things that are moving in the right direction right now. But that all make sense and I appreciate the comment this morning. I'll hop back in the queue.

Thanks, Tim.

Our next question is from Steve Delaney of J&P Securities. Please proceed with your question.

Good morning, Matt, Bob and we look forward to meeting Doug on the first-quarter call. I wanted to ask -- start with FL5 if I could and two questions. Bob, you mentioned 11% to 12% are we -- was that -- and you mentioned it about both the new CLO in the old CLO help just clarify that and maybe what is your targeted are we on the new CLO, that would be I think the most significant thing. Thanks.

Sure and good morning, Steve. I apologize if I was unclear in my commentary, but the point I was trying to make was that the returns on FL5 on a truly net basis that's to say, net of all expenses, corporate overhead, etc., exceeds 11%. And the loans that had previously been in FL2, in which we refinanced along two paths. Some of those loans went into FL5, and the rest of them stayed on our balance sheet, but were financed in a different way. The returns, if you looked at those loans on a standalone basis, are also in excess of 11%, again, on a fully loaded triple-net basis. So it's not -- that's not a gross ROE or IRR that's absolute net.

Net-net. Sorry that's helpful. And the advance rate, and this might help explain you're mixing and matching with loans. I mean, 84.4%. I mean, that sounds like a lot of multi-family and the collateral mix. And am I thinking right there because that -- 844 gets you over five times leverage on that particular initially [Indiscernible].

That's right on that particular pool and CLOs for us are an integral part of our financing [Indiscernible] component. And there are a very efficient way for us to finance segments of our portfolio, especially loans that are pretty -- what I call homogeneous, which frankly most of ours are. I think the people on the phone understand how we think about credit and how we underwrite. And so multifamily is an important theme as one of the two principal themes that Matt discussed earlier on this call and which we have discussed consistently on prior calls. And so this transaction FL5, had a pretty significant chunk of multifamily in it. It also had office and other property types as well. One of the themes that fixed income investors, frankly like about us and about our financing strategy, at least as it relates to CLOs is that because these are corporate finance tools for the company as a whole. The composition of portfolios of loans that constitute individual CLOs look unsurprisingly very much like the portfolio of the company's portfolio taken as a whole. So that from their standpoint, they don't feel like there's any adverse selection or cherry picking. So there were a lot of multifamily loans in the pool. I expect there will continue to be as some of the loans in that pool repay and are replaced by other loans that we originate because we expect to continue to be relatively active in the multi-family space. Multi-family statistically has lower loss severities and default rates than other types of commercial property. And therefore, all else being equal, heavy, multi-family pools result in better subordination levels and higher advance rates.

One final thing if I could, thank you for the explanation of the tax loss, and importantly, the need to run that $8 million through $0.10 per share through distributable EPS, even though it wasn't really a current period event to say. The shares are down about 5% or so. I think as. the analysts, as we can get our notes out, we will be very -- very clear that this was not a so much of an operating miss versus the prior quarter, but more just a onetime thing. Apologies but it wasn't -- when we first went through the materials we didn't pick it up exact. As specific as you explained it on the call so we will do our best to kind of get that clarified. Related to that, though these are of course, these are capital losses associated with the COVID disruption and your securities portfolio. I'm just curious, you've got a ton of this left. Are there any strategies going forward, any investment strategies that could impart be designed to try to utilize that tax benefit?

Great, great question, Steve. We do have considerable unused capitalized carryforwards remaining. That number is about $188 million. As I mentioned, if and when we sell the north parcel in Las Vegas and if it results in a gain, we would certainly use a portion of those carryforwards to absorb that gain. In terms of other applications, I can assure you that the team here has spent quite a bit of time since mid 2020 exploring that. It is a complex situation. It's a potentially very valuable asset. Although the code sharply circumscribed the circumstances in which you can utilize them. Clearly, they have to be used against capital events and lenders generally speaking, don't have a lot of capital events. But there are strategies we have explored and continue to explore them. All of them will need to hold true to the basic investing precepts that Matt described earlier. So I think there's more to come on that, but it's a potentially valuable off-balance sheet asset.

And I'm certain real estate equity ownership would be one one of those asset classes that would likely meet the tests, I would think anyway. So, thank you so much for your comments.

Thanks, Stephen.

As a reminder, [Operator Instructions]. Our next question is from Donald Fandetti of Wells Fargo. Please proceed with your question.

Bob, can you talk a little bit about the two office loans that slipped to for ratings and what you're comfort level is that book is protected on those assets and I don't know if it's maybe just like a lag after the pandemic but just want to get your thoughts on that.

Sure. I think there are a couple of levels of response to that. Let me go first and I think Matt and perhaps Peter might have some helpful commentary as well. First, we review every loan in our portfolio, every quarter as we have discussed previously, and we assign or reassigned the risk ratings that we think are appropriate based on our current understanding of the situation. I think you'll recall in early 2020 when COVID arrived, we immediately downgraded every hotel in our book independent of its performance because we've been doing this for a long time and we knew that hotels would be adversely impacted. If you look at the performance of those hotels since it's been pretty impressive, strongest in the resorts, strong in the Select Serve and fulltime business travelers segment, and pretty good but slow in the group segment, where we have at least one hotel. So we're not shy about being aggressive slash conservative about how we made our loans. So in these two particular instances, both business plans are behind. Business plans and the transitional lending space are often off-track. Sometimes they're ahead, sometimes they're behind. That in and of itself doesn't give great cause for concern. I think that we have a view about office that is still -- but we -- our view is that the office situation is still developing and we will take some time to ripen. And so in any instance where we see signs that business plans are a little bit slower, really going to dig in. And that process concluded in us downgrading these two assets. And Matt and Peter can talk in more detail about that. In terms of do we feel like we're fairly valued, our CECL reserve is intended at each quarter end to provide an adequate cushion or loan loss reserve across the portfolio taken as a whole. And frankly, that's an assertion that Matt and I signed to at the end of each quarter and we did yesterday afternoon before we filed our 10-K last night. Each of them and all of the loans in our portfolio, frankly, get a lot of attention from us. But these two in particular, and we have a relatively small number of four rated loans, but they garner more attention because they probably deserve it. Matt.

No. I think you said it well, Bob, I don't have a lot to add unless Peter, would.

I guess Bob, where were those loans? And what markets and can you give us a little color on when they started deteriorating on the business plan. Is that something that just happened this quarter or is it been kind of building and it got a little more intense?

No, I think one is in New York and the other's in Philadelphia. And I think that in each instance, we're looking not only at what's happening with our collateral, but also what's happening in those markets. And there are some broader themes in office generally that may impact either. One of the loans has a fairly near-term maturity and the borrower is working to refinance it. The other loan involved a more extensive business plan and the leasing market for the last number of quarters has been slow. And that's not unique to New York and it's not unique to the submarket where this property is located. It's fairly common place across the office terrain nationally.

Okay. Thanks.

Our next question is from Rick Shane of JPMorgan. Please proceed with your question.

Hey, Bob --

Good morning, Rick.

Hey, Matt, thanks for taking the question this morning. Look, Steve Delaney explored a little bit what I want to talk about which is FL5. Obviously the spread is tad wider there, and we've seen a very, very active CLO market in the first part of the year. Excuse me. I'm curious, the market feedback is on CLO execution and how you think about your capital approach to assets, given what the CLO market guys.

You cut out a little bit, but I think you are asking, how does CLOs fit into our financing strategy in the face of widening spreads?

Yeah. And just basically how you're going to approach things. If there are signal CLO market that are going to impact your approach to originations.

Sure. Well, I guess the first -- the fundamental premise is we don't originate for the CLO market or for any other market for that manner. We're a transitional first mortgage lender and we hold our loans on our balance sheet. And so we make investment decisions that are driven by the factors Matt described earlier, whether its location, property type, quality of sponsorship, quality of collateral, etc. We make investment decisions and then we have a strategy for the company in terms of what's the most effective way to finance the business, and that gets to issues like term of our liabilities, cost of our liabilities, stability of our liabilities, the absence of recourse, the absence of mark-to-market provisions, the need in some instances to be able to move quickly to help solve our borrowers financial needs quickly, which is why we do use -- we continue to use mortgage warehouse facilities even though they typically only represent about 25% of our liability structure. So all of those factors figure in, the CLO market for the last -- we were a very early entrant when the CLO market revived in early 2018. We've issued five transactions since then. We have found it to be a good place to finance a portion of our portfolio. What we're seeing in the market right now on the liability side was expected. We've seen spreads widen in all financial liability categories, including CRE CLOs. And honestly, we've seen widening in the mortgage warehouse market as well. So that was not unexpected. And our view is we're building a capital structure for the Long term. For the last, I'd say 24 months we and our competitors who also access the CLO market. Frankly, we're the beneficiaries of a situation where the CLO market was actually a less costly place to borrow on a non-recourse, non-mark-to-market basis than was the mortgage warehouse market, which is typically a cross pool with 25% recourse and mark-to-market provisions of some sort. And it feels, over the last three or four months, like that relationship has reversed and frankly, it's returning to what it's normal equilibrium is in our opinion. So I don't see that -- what we're experiencing and others are experiencing in the CLO market in and of itself will have a meaningful impact on our investment strategy at all. And I know you're careful observer of the financial markets. Spreads have continued to widen since we priced our transaction several weeks ago and closed last week.

Got it. Look, it's a fair point. You don't want to make a bad loan because you can get good financing on it. You don't want to pass on a good loan because it's a little bit more difficult to finance. But at the same time, your -- the left side of your balance sheet doesn't exist in a vacuum from the right side, as percolating through the market are you seeing better pricing discipline from the originations side, from your competitors?

Well, it's -- I seldom speak about our competitors, because I only want to speak well about them. But you raised two good points. The first is, this is a huge ecosystem that we're all part of and when the cost of capital in some part of our ecosystem changes, the cost is going to change in another part and there's a feedback loop and it some takes a little bit of time for it to be fully realized. But as the cost of equity and or debt capital increases at some point in time, the cost of debt to property owners will increase and that's just going to reverse through the whole ecosystem. So that's the first point. And so the answer is, we are seeing some of that sort of adjustment. Peter and his team see it every day in the market. So the other thing that I would add is that the CLO market has been a pretty attractive place to finance assets, but it's not the only place to finance and it's certainly not the only place we have financed assets. We have and we continue to syndicate loans. We've done private bilateral term loan arrangements. And we've done note-on-note financing, and that's just on the secured side of the world and doesn't even touch what's available and potentially available to companies is like TRTX on the quasi-unsecured and unsecured corporate side.

Okay. Very helpful. And I feel the same way about my peers, so I appreciate that comment as well.

We have reached the end of the question-and-answer session. I will now turn the call back over to Matthew Coleman for closing remarks.

Right.

Thank you, Hillary. As you heard this morning, we're pleased with our 2021 accomplishments in the positioning of TRTX as we head into 2022. We look forward to speaking with you again next quarter. Thank you.

This concludes today's conference. You may disconnect your lines at this time. Thank you for your participation and have a great day.