Good morning, and welcome to TPG's Fourth Quarter and Full Year 2022 Earnings Conference Call. Please be advised that today's call is being recorded. Please visit TPG's Investor Relations website to access 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, Bailey. Welcome everyone. Joining me this morning are Jon Winkelried, Chief Executive Officer; and Jack Weingart, Chief Financial Officer. In addition, our Executive Chairman and Co-Founder, Jim Coulter; and our President, Todd Sisitsky, are also here with us and will be available for the Q&A portion of this morning's call. Before we begin, 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 are presenting GAAP measures, non-GAAP measures, and pro forma GAAP and non-GAAP measures, reflecting the reorganization that was completed during 2021 and immediately prior to TPG's IPO. We believe it is helpful for investors and analysts to understand the historic results through our go-forward structure, and please refer to TPG's earnings release for details on the pro forma financial information. We will 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 fund. Looking briefly at our results for the fourth quarter, we reported GAAP net income attributable to TPG Inc. of $24 million and after-tax distributable earnings of $227 million or $0.59 per share of Class A common stock. We also declared a dividend of $0.50 per share of Class A common stock, which will be paid on March 10th to shareholders of record as of February 27th. With that, I'd like to turn the call over to John.

Thanks, Gary. This morning, we are looking forward to discussing our results now that we've completed our first full year as a public company. Since our IPO early last year, we have navigated markets with more disruption and volatility than we have seen in over a decade. There has been pressure from persistent inflation, rising rates, and geopolitical conflicts. This macro environment has led to challenges in our industry, marked by tougher fundraising, a slower deal environment, tighter financing conditions, and declining valuations. Against this backdrop, TPG has demonstrated resilience in growth. We not only delivered, but surpassed what we set out to accomplish in our first year as a public company, and we finished 2022 with another strong quarter. We deliberately chose to go public, as we were launching several flagship fundraisers so TPG's public shareholders could share in our accelerated growth. Despite difficult industry-wide fundraising dynamics, we raised $30 billion of capital in 2022, a 47% increase over the prior year. Global private equity fundraising declined 19% in 2022. But we believe we gained share as LPs continue to consolidate their GP relationships among their best performing managers, including TPG. We held early first closes across all our flagship funds in the market, including TPG Capital, Healthcare Partners, Capital Asia, and Rise. Although this is one of the most challenging fundraising environments we have seen, we are very pleased with the quality of engagement and continued support from both our longstanding and new limited partners. However, as we look ahead, we are not immune to the fundraising challenges our industry is facing, which will continue to drive uncertainty as campaigns are completed among alternative asset managers. As a result of our fundraising momentum in 2022, we finished the year with $43 billion of dry powder, which is up 51% from the prior year and represents 55% of our fee-earning AUM. Total AUM was $135 billion at year-end, a 19% increase year-over-year, driven by strong fundraising and value creation of 8% across our platforms, partially offset by $16 billion of realizations as we selectively monetize investments at attractive valuations. Looking to our financial results, we delivered strong performance in 2022. Fee-related revenues for the full year were $1.1 billion, growing 24% from the pro forma prior year. Full year FRE of $450 million grew 39% from pro forma 2021 and represents a 42% FRE margin. We believe our strong results through such a volatile year demonstrate the durability of our franchise. During our IPO, we highlighted the importance of organic growth and innovation as a cornerstone of TPG's long-term success. Over the past year, we have expanded into new strategies where we believe we have differentiated angles and compelling growth opportunities. Within our Market Solutions platform, we launched and completed first closes for two GP-led secondary funds: TPG GP Solutions and TPG New West. As I alluded to on our last earnings call, in December, we closed a $500 million anchor commitment to the inaugural TPG Next Fund from CalPERS, one of the world's leading institutional investors. As a reminder, TPG Next was created to seed and state the next generation of diverse-led firms in alternative asset management. We believe there is a significant market opportunity and are committed to backing and supporting underrepresented managers in our industry. As a result of fundraising and new products, we have continued to grow and diversify our LP base. In 2022, we added approximately 60 new institutional relationships, and more than 55 existing LPs have broadened their commitments to TPG by investing in new fund strategies with us. In aggregate, these new and expanded relationships committed more than $6 billion of capital to TPG in 2022. In addition, we have made meaningful progress in strategically expanding our presence in the high-net-worth channel, placing five different funds across eight different channel partners. Looking ahead to the rest of 2023 and beyond, the markets are at a crossroads. Fed action has pushed yields higher and equity multiples lower, driving investors to exercise caution as they seek equilibrium in valuations. Despite some recent recovery in the equity and leverage finance markets, the investment pace among alternative asset managers, including TPG, has remained muted. Buyers and sellers seem to be taking another pause, as they wait to see how a number of macro drivers play out, such as interest rates, inflation, and a possible recession. With significant dry powder, long-dated capital, and a deep sector focus, we believe TPG is well-positioned to capitalize on this market dislocation. While we expect near-term deployment to remain relatively light, we are building a pipeline of interesting opportunities through our long-term, theme-driven sourcing approach. Despite the general slowdown in deal activity in the industry over the last few quarters, we still saw pockets of opportunity for deployment and realizations across our diverse set of platforms and fund strategies. We deployed $5.7 billion and $16.6 billion in the fourth quarter and full year 2022, respectively. I'll walk through a few highlights. In the fourth quarter, we completed five healthcare deals across our capital platform, reinforcing the strength of our differentiated franchise. This includes the acquisitions of DOC Generici in Europe and iNova Pharmaceuticals in Asia Pacific, taking private of Covetrus's carve-out, and a follow-on investment in Monogram Health. In our growth fund, we completed the carve-out of MedQuest Associates, a leading owner, operator, and manager of diagnostic imaging facilities in partnership with Novant Health, a preeminent nonprofit health system. This deal is a great example of TPG's long history of building unique partnerships with high-quality companies, nonprofits, and academic institutions to create proprietary transactions. Given the capital constraints in today's market, we are seeing a growing interest in creative partnership opportunities, and our pipeline is continuing to build. The market dislocation has also been particularly interesting for our tech adjacencies fund, which we established to provide flexible capital solutions for leading companies in the technology industry. We believe the recent tech slowdowns have created the most attractive investing environment for TTEC since its launch in 2018. TTEC recently closed two structured investments, one with a leading vertical SaaS and integrated payments company and the second with a leading provider of cybersecurity solutions. The current challenging backdrop of growth-stage technology companies has made the strategic value of TTEC's differentiated capital mandate even more relevant. Our Rise platform is at the forefront of the impact space, and our inaugural Rise Climate Fund remains ahead of its pace of deployment. The increasing focus on energy security and de-globalization, along with the Inflationary Reduction Act in the U.S. and the new Net-Zero Industry Act in Europe fundamentally enhance the investment opportunity. We are seeing an increased demand for capital to address energy transition and climate needs around the world. As an example, in December, TPG Rise Climate committed to invest in Enpal, one of the largest and fastest-growing residential decarbonization platforms in Europe. To give you a sense of its momentum, Enpal has grown its customer base and revenues on average 3x each year since its founding in 2017 and is profitable. And finally, in our secondaries platform, our inaugural TPG GP Solutions Fund completed its second investment during the quarter, and in Asia, TPG NuQuest closed the creation of a unique continuation vehicle for a leading Singapore-based alternative asset manager. We believe our secondaries business is well-positioned for growth. GP's net capital is an increasingly valuable source of liquidity and validation, given the slowdown of PE exits, particularly for high-quality sponsors on high-quality assets and sponsors portfolios. On realizations, we have been intentionally patient and remain focused on driving growth within our portfolios, where we are relatively early in our average hold period, following our significant monetization activity over the last few years. We realized $4.2 billion and $15.5 billion in the fourth quarter and full year 2022, respectively. This includes completing our previously announced sale of Wind River to Aptiv in December, which Jack will talk more about. Several monetizations of our public equity positions in regions outside of the U.S. have taken place. Looking at our Capital Asia and growth funds, we successfully IPO'd and partially monetized four of our Indian portfolio companies in a 12-month period: Landmark Cars, Five Star Business Finance, Campus Activewear, and Nykaa. In November, we fully monetized our stake in Nykaa at attractive prices, generating favorable returns despite the volatile equity market backdrop. These IPOs and realizations underscore TPG's leading franchise in India and the broader APAC region, as well as our equity capital markets execution capabilities. This past week, Nextracker, which is in our Rise portfolio, completed its $734 million IPO, the largest and one of the first U.S. IPOs this year. Nextracker is a leading provider of solar tracking solutions that highlights the benefit of our team-based investing. The IPO execution offering was highly successful with the order book well oversubscribed and the stock trading up 27% on its first day. In real estate during the quarter, we sold a portfolio of Student Housing Properties. Last month, we made a sizable realization in one of our U.S. life sciences and innovation-focused platforms, a sector that continues to experience strong tailwinds. Given our purposeful portfolio within durable sectors and themes, we have been able to selectively monetize investments, despite a material slowdown in many parts of the real estate market. Looking forward to 2023, we remain focused on the same growth and diversification objectives we discussed with you previously. Our priorities continue to be: One: completing our flagship and other fundraising campaigns. Two: continuing our strong track record of organic growth. We have always been innovators, and we intend to expand into adjacent strategies, where we believe we have unique competitive advantages such as building climate infrastructure and real estate credit and continuing to scale our GP-led secondaries. Three: inorganic growth remains an important priority for TPG. We already track and scale today, but we see significant wide space in areas that are natural extensions for us to drive growth in diversification. For example, we remain actively focused on expanding into corporate credit and continue to evaluate a range of opportunities in this space. Before I conclude my remarks, I want to mention our Global Partner Meeting, which we hosted earlier this week in San Francisco. We covered a range of important topics, including investment strategy, fundraising, culture, and growth drivers for the firm. Our partners are laser-focused on continuing to deliver excellent performance for our investors while also building and growing a market-leading innovative franchise. I'll now turn the call over to Jack to take you through our financial results.

Thanks, John. Good morning, everyone, and thank you for joining the call. Our fourth quarter results once again reflect the resiliency of our FRE-centric business model. We finished 2022 with total assets under management of $135 billion, up 19% from the prior year. The key drivers of this increase include $30 billion of new capital raised and almost $7 billion of value creation across our portfolios, partially offset by $16 billion of realizations. Fee-earning AUM increased over the year from $60 billion to $78 billion at the end of 2022, up 30%. At the end of the year, we had $13 billion of AUM subject to fee-earning growth, of which 78% was not yet earning fees. We continue to reach record levels in our financial performance. Total fee-related revenue was $307 million for the fourth quarter, up 29% year-over-year. Fourth quarter management fees were essentially flat compared to the third quarter due to a one-time step down in fee-earning AUM following the activation of the newest vintage funds for capital and healthcare partners. Similarly, the recent step down of our Capital Asia Fund will impact our fee-related revenues in the first quarter of this year. Transaction fees were particularly strong in the fourth quarter due to our capital markets business, which continues to be an important differentiator for our investment business. During the quarter, our in-house debt capital markets team played a role in raising a total of $5 billion of total debt financing in connection with several of the recent investments that John discussed. For the full year 2022, we reported fee-related revenues of $1.1 billion, a 24% increase from pro forma 2021. FRE grew 39% from pro forma 2021 to $454 million for full year 2022, driven by a combination of strong management fee growth of 29% and disciplined cost control, resulting in an FRE margin for the year of 42%. Our margin expansion of more than 400 basis points from pro forma 2021 demonstrates the scalability of our platform and the ongoing benefits of operating leverage. For the fourth quarter, we reported FRE of $139 million, up 53% from the pro forma year-ago quarter and an FRE margin of 45%. We believe this margin was somewhat elevated in the fourth quarter; our full year 2022 FRE margin of 42% better reflects our progress toward our near-term target of 45%. After-tax distributable earnings for the fourth quarter of 2022 were $227 million, a 65% increase year-over-year. This includes a $95 million contribution from net realized performance allocations in the quarter, primarily attributable to the closing of the Wind River transaction. This was an outstanding investment, generating substantial profits for the firm and our fund investors. Through TPG's ownership and operational expertise, we helped accelerate Wind River's revenue and EBITDA growth, which was flat at the time of our acquisition in 2018, to double-digit levels at the time of our exit. We're very pleased with the outcome of this deal, which furthers TPG's successful history of corporate carve-outs and highlights our thematic focus on digital transformation enablers. Following the closing of the Wind River sale, our crude performance allocation balance decreased from $725 million at the end of the third quarter to $643 million at year-end as $95 million in realized gains were partially offset by $12 million of value creation. On the topic of value creation, against a difficult operating environment, we continue to see the benefits of our thematic portfolio construction. We invest in companies that have strong secular growth characteristics in sectors where we have deep expertise, and our portfolio delivered a value creation of 1% in the quarter and 8% in 2022. In our private equity businesses within each platform, average portfolio company revenue growth ranged from 25% to 40% in 2022 compared to 2021. Performance continues to be robust, with particular strength in healthcare, climate, and high-end consumer sectors. In connection with our fourth quarter results, as Gary mentioned, we announced a quarterly cash dividend of $0.50 per share Class A common stock, representing 85% of TPG's after-tax distributable earnings. This is the highest quarterly dividend we've declared since IPO. In our first full year as a public company, we will have distributed dividends totaling $1.59 per share of Class A common stock. I would note that in connection with our annual compensation process in January, we granted 3.7 million restricted stock units to our employees. These units will vest over three years. And I would refer you to Slide 28 of our earnings presentation for a comprehensive summary of our equity-based compensation. Looking at our non-GAAP balance sheet for TPG operating group as of December 31st, we remain well capitalized, with $692 million in cash and $450 million in long-term debt. Our $700 million revolver was also undrawn at year-end, giving us ample flexibility to pursue strategic growth initiatives. Now turning to fundraising, we raised $3.6 billion in the fourth quarter, primarily focused on new strategies such as TPG Next and certain areas of our growth platform, notably TPG digital media and T Ted. This brought total capital raised to $30 billion in 2022, a 47% increase compared to the prior year. This was a major accomplishment given the fundraising backdrop and reflects TPG increasing market share due to the breadth and depth of our relationships, the strength of our brand, and most importantly, our strong investment performance across our platforms. As we look forward to 2023, our fundraising objectives are as follows: Number one, successfully complete the campaigns for our flagship capital, healthcare partners, Asia, and rise funds, which we expect to extend through the remainder of this year given ongoing challenges in the fundraising market. Number 2, make further progress on capitalizing our new businesses including our secondaries platform TPG Next and life sciences. Number 3, begin fundraising for our next flagship growth fund, which we expect to launch in the middle of this year based on current deployment pace. And 4, continue our organic growth through the launch of new products. Specifically, we're in discussions with potential LPs for inaugural funds for our private real estate credit effort and for Rise Climate infrastructure. To close out, we're proud of the results that TPG has achieved in its first year as a public company. TPG's FRE growth engine proved to be resilient in 2022 despite challenging market conditions. We're confident in our firm's ability to navigate through dislocation while continuing to grow our fee-generating assets. We look forward to continuing to provide differentiated long-term value to our public shareholders, limited partners, and portfolio companies. I'll now turn the call back over to Shelby to take questions.

We'll take our first question from Glenn Schorr with Evercore.

Maybe if you could put some numbers around the points that you just brought up; you caught my attention on two things. One was the step down and one first quarter for capital healthcare and this may put some numbers around that. And the other part was the four buckets of fundraising and great to hear it. I know it's hard given the backdrop, but maybe we could put a range around what we could be expecting on the fundraising side?

In terms of the step down on TPG, just to remind people in Q4, because we activated TPG 9 and Healthcare Partners 2 in Q3, the fees charged on TPG 8 and Healthcare Partners 1 stepped down in Q4; that step down was about $2 billion in TPG 8, and it was about $500 million in Healthcare Partners. And then on your other question, I think on a general fundraising outlook, look, obviously, as I mentioned, we feel very good about the progress we made in 2022. We feel like we gained market share, raising $30 billion in the complicated backdrop. And also capitalizing on new businesses, as I mentioned. I also talked about on the last call the fact that we expected fundraising conditions to remain challenging throughout 2023, and we continue to believe that will be the case. The same liquidity factors are impacting certain segments of the LP base but not all segments, primarily the more mature parts of the market, while other parts of the market are growing nicely. The fundraising market remains quite crowded with GPs. Against this backdrop, we do expect to continue to gain share this year, and it has been helpful that as we entered 2023, LPs can now access their 2023 budgets. Across all the flagship funds, we have in the market TPG Capital 9, Healthcare Partners 2, Asia 8, and Rise 3. We have very strong engagement with LPs. Given the time it takes for LPs to complete their diligence, most of that capital is lining up for Q2 and Q3. So I'd expect Q1 to be relatively light, with an acceleration in Q2 and Q3. It's too early to tell if we will hit all of our targets, but we feel very good about the progress we are making across all those funds.

And we will take our next question from Ken Worthington with JP Morgan.

Good morning. When you look at the information and data that you are getting from your portfolio companies and maybe a little bit on the broader macro environment as well, how is this informing your view on the outlook for harvesting as we look to 2023? I guess, first, have signals changed at all so far in '23 from what you may have seen a quarter or two ago? And if so, could this end up being a more constructive environment for harvesting gains than what you might have been thinking about again three, six months ago?

Sure. Ken, thanks for the question. I think in a nutshell, across the board and particularly in the areas that we have been focused on, which are areas that are generally experiencing secular growth, we have seen steady and strong results. I think Jack took you through some of the numbers, and there really hasn't been a particular change or inflection this quarter. But we felt good about the company's performance both on the revenue side and on the EBITDA side. On the realization front, we continue to have a number of areas that we are exploring sales and alike. We did sell Neogene to AstraZeneca in January, so there is still activity. I'd say, in general, the skew of the neighborhoods that we are investing in, the companies that we are backing and the growth orientation in our investment strategy does lend itself to strategic takeouts probably a little bit more than the industry averages, and that market will remain active even in different environments. Having said that, our realization pace has been quite strong. In recent years, we have seen the overall industry slow down a bit on the realization front. So, there continue to be opportunities for liquidity. We continue to see them, probably not at the pace of the last two years.

Ken, the only thing I would add to that is that we are seeing some improvements in the macro and underlying financial markets as it relates to deal activity that may help from the perspective of realization. For instance, financing, there has been a reasonable recovery, not full recovery by any means. But there has been a reasonable recovery when you look at what credit spreads are looking like, and the loan markets feel a little bit better to us in terms of sourcing financing. And then also, I think you have heard us go through some of our activity with respect to public markets on the IPO side, leading up to our most recent, which was Nextracker. And it definitely feels like there is some pent-up demand from the public markets as well, because it's been void of IPO supply for quite a long time. So there are the portfolio is performing well. I think there is a broad range of sort of when things are ready to be monetized, and we have reinforced that in the past that we are going to monetize when we feel like it's an optimal time to monetize. But there are some relative to last year, maybe some few green shoots here or there in terms of the market backdrop.

We'll take our next question from Brian Bedell with Deutsche Bank.

Maybe switching over to deployment and in the context of fundraising as well. So first on deployment, that sounds like the better improved market environment is following some of the expected or raising some of the expectations of sellers and therefore slowing the process. So maybe just your thoughts on if we could get a soft landing, is that going to hang up deployment generally? And then maybe through the different platforms? I know, Rise Climate, of course, is still ahead of schedule in deployment; maybe it's just some commentary on whether you think that can continue to be the case, especially with the new net zero industry act in Europe, is that even more potential than you thought even a quarter ago for that fund?

Thanks for the question. I mean, we talked about this last year, as you might imagine. It's an interesting environment right now because some of the signals in the market, like some moderating and inflation although the CPI print this week, obviously raises questions on that, but some moderating inflation rates may be inching back down a little bit. What I was saying before in terms of credit spreads, I mean, we saw, if you go back to '22, right, we saw some dislocation in the market, as inflation spiked, and there was the overall geopolitical backdrop. This dynamic of buyers and sellers kind of not being in the same place, trying to get their heads around valuations, slowed the market considerably. The fourth quarter, the part of the end of the third and fourth quarter, there was definitely a pickup. And you heard from already from the deal activity we talked about that there was a more active environment for deployment as we got toward the end of the year. It feels like because of these other signals now, it feels like people are maybe there's a little another little pause in the market. Because I think people's expectations on price are maybe going back up; I don't know whether that's well-founded or not, but I think they're going back up. So I think it's going to be sort of a dynamic environment in front of us in terms of fuel activity. It is also creating some interesting opportunities for instance when you look at GP solutions, capital, continuation vehicles, things like that, as sponsors try to think about how they want to monetize or partially monetize. So we've seen an uptick there. We've seen some interesting things like co-control deals, what we were we'd looked at a couple because people are looking to take some money out. So I think that's sort of the general backdrop. Jim, maybe you can talk about what's going on in climate.

Obviously, momentum on climate was good going into last year. I would have to say that last year was a seismic change to the positive. Obviously, the political activities and IRA bill in the U.S. changed the landscape and accelerated the landscape dramatically. But the events in Ukraine and the resulting questions of energy security around the world also substantially increased activity. In the comments, you heard about our investment in NPL growing 300% a year; if you can imagine a German consumer rooftop solar in this environment would be a much more interesting energy security question for them, given the changes, and we're seeing that type of thing happening across markets. So activity levels have picked up; there will be a time for them to feather in because, for example, in the IRA, it's out there, people know it's coming but it hasn't been fully enacted yet. We're expecting that to happen over the next few months. But generally, the backdrop and interest in climate investing has moved substantially to the positive.

The only thing I was going to add is that if you look more broadly across the portfolio, by the franchise. We have others such as TTAD, which I think is really a solution-based capital. That's actually, this is a great environment, and that platform has been very busy. It continues to be quite busy. And then, John mentioned in his comments, the net cost associates carve-out from a nonprofit and that's, I think indicative of another thing that we're seeing in our pipeline quite a bit, which is the sort of unusual relationships, structured partnerships. Our history of being a partner to everyone from Pfizer, Humana, Intel, AT&T, University of Pittsburgh Medical Center, I think that serves us very well when it comes to more problem-solving capital. We spend a lot of time developing those relationships to take a little bit longer for the opportunities to play out, but that portion of our pipeline in our core private equity business remains robust.

We'll take our next question from Gerald O'Hara with Jefferies.

Maybe just kind of touching on FRE margin for a moment. I think during the prepared remarks, Jack mentioned those somewhat elevated in the quarter, but also recognizing that you're kind of tracking ahead of your prior, I guess, guidance towards that sort of 45% target. So maybe a couple of puts and takes that we're in the fourth quarter, and then sort of how you might see the trajectory playing out as we look forward into 2023?

What I meant by the elevated FRE margin in Q4 was largely related to the strong performance on the capital markets fees that I also mentioned on the call, which obviously have a high flow-through margin associated with them. So if you normalize that for a more typical quarter, you bring it back down to as I mentioned, something closer to our four-year FRE margin in the low 40s. Which is what I would call our kind of launching pad for continued performance toward them. And we stick with the same target. We've been talking about getting to 45% on a sustainable basis by the end of the year this year.

We'll take our next question from Michael Cyprys with Morgan Stanley.

Maybe just on credit, you guys have expressed interest to jump back in sounds like you're continuing to think about that and do some work. So just hoping maybe you can update us on your latest thoughts there. Sounds like you're continuing to evaluate ways to enter. Maybe you could just update us on what you're seeing how the environment is impacting those conversations and what learnings and insights have you gleaned from the work that you've done so far, and how that may inform your approach and timing?

I don't know if we have an hour on this call. It's a big question, big topic. Look, I think we're continuing to be focused on it, particularly in this environment where we see valuations moving around a lot. We see, when you look at sort of where the return on opportunities are in a market like this, particularly with the dislocation of capital availability, there are some really interesting capital structure types of opportunities, whether they are top of the capital structure, middle of the capital structure. So we continue to believe that when you think about credit, you think about sort of the total return part of the spectrum there; that is very synergistic with our business. You can hear us talk about our business, and I'm sure you can glean that we are very sector and company-focused investors. Where we focus, we are deep. We have a lot of industry knowledge, a lot of company knowledge that dovetails very well with that part of the business. So I think we continue to have a strong interest in that. We have not backed off what we have said earlier, which is we have an objective of reentering that space, and we expect to at some point. Deal making, as you know, as far as inorganic deal-making is always complicated, particularly in these types of businesses. So we are working on finding exactly the right partners and the right opportunity. There are other parts of the credit landscape that also are really interesting. And I think you have heard us talk about if you look at what's going on in real estate, there has been a pretty massive dislocation in the financing markets in real estate. In some respects, real estate valuations versus financing costs are upside down relative to where they have historically been. And so we are out in the market right now. I think we had announced on another earnings call, we hired a new head of our real estate credit business, Doug Clark, who came to us from Goldman Sachs, where he was for many years. We are out in the market right now, raising an opportunistic real estate pool of capital, and we feel pretty good about it. There is a lot of receptivity around the market from our LPs that we are talking to, and particularly given the strength of our real estate franchise, we're sort of drafting off of that in a lot of respects for this capital raise, and we feel pretty good about it. So we are expecting that we will get some money raised there. We think that the opportunity on that side of the coin is probably as good as we have seen it in maybe a couple of decades. So we are focused on it. We are working on it and we will keep you up to date.

We will take our next question from Michael Brown with KBW.

Good morning. Thank you for taking my questions. I wanted to get some additional details about the management fees and any further insights on the trajectory. Regarding the fourth quarter, once you reduce the fees, I anticipate a modest impact in the first quarter as well. However, you mentioned that there is $13 billion of assets under management that could contribute to fee-earning growth. Could you provide more information on how to expect the potential $70 million in management fees to play out over the next few quarters? Also, do you have any thoughts on the fee rate moving forward?

Yes. Let me appreciate the question. We are getting a couple of questions since posting our results this morning about the average fee rate. Let me try to clarify that. There is a lot of pieces moving around. It's always calculating an average fee rate based on average FAUM for a quarter. Is a very imprecise thing to do, particularly in a period like this; we are activating new funds and seeing step downs in other funds because we don't charge on a daily average basis. I can tell you, first of all, we're not seeing any fee pressure in our business. We're not changing our fee schedules; we're not adding discounts that we didn't have before. That's the most important point. On the average fee rate calculation, there are a couple of particular things flowing through that as you look at Q3 and Q4 in particular. For example, in Q3, as you know, we activated TPG 9 Healthcare Partners 2 in July. So we were actually earning fees for virtually the entire quarter in Q3 on that call it $10 billion. If you run your, I think the way most people calculate a weighted average FAUM for the quarter would be zero plus 10 divided by 2. So you'd assume we're earning fees on $5 billion; we're actually running about $10 billion. In Q4, we saw the opposite right? Because the step downs that I just talked about affected our fees for the full quarter; if you calculated average FAUM for the quarter, you would have picked up a higher number in the beginning and a lower number in the end, but we actually had to step down affected the fees for the whole quarter. So that's some of the nuances that you see flowing through. On the shadow FAUM that you asked about, we did add nicely to that during the quarter. If you look at where we raised capital during the quarter, the three biggest areas were our digital media fund, which charges fees on invested capital only; that was $800 million; $350 million for T Ted, which is also fees on drawn capital only; and $500 million for TPG Next, which is a normal fees on committed structure, but we have not yet activated that fund. So all of that would have gone into AUM but not FAUM, and it'll flow in over time. Predicting when that shadow FAUM will pay fees and over what time period is really impossible; it depends upon the pace at which we invest that capital.

And we'll take our next question from Alex Blostein with Goldman Sachs.

I was hoping you could attack some of the fundraising trends you saw over the course of the fourth quarter. And really how you think about 2023. So I guess first point is in terms of the ultimate sizes of some of the flagship campaigns that you guys are on today, any change and kind of how you think they'll shake out in terms of the absolute size, understanding the timing might take a little bit longer? And then we'll look at the fourth quarter specifically, I guess, not a big surprise that the capital segment didn't see a lot. But I was surprised by still pretty robust pace of fundraising and growth. So maybe just spend a minute on kind of LP appetite for the more traditional sort of PE fundraising versus the growth franchise?

Sure, we try to address several of those points out. First of all, the appetite continues to be on your last point continues to be quite strong. You guys can look at our performance and make your own assessment; we think we're performing quite strongly in generating returns, and importantly, delivering liquidity to our LPs. I mean, our DPI is quite high relative to our peers at a time when others are not distributing as much capital as we have over the past year or two. So the result of all that is strong appetite across the flagships we have in the market. I think I mentioned last fall, we did expect Q4 to be quite light just given how tapped out LPs were as we entered Q4, and we actually were able to raise, as you saw, over $3.5 billion of capital across other businesses, most notably the ones I just mentioned, TTAD Digital Media; there are also some co-investments in there on growth and capital as we closed those deals and brought in our LPs as co-investors; that co-investment capital largely does not pay fees but it's highly strategic to us as our LPs expect us to deliver that co-investment. So that's how I characterize kind of Q4. As we look out to this year, as I mentioned a few minutes ago, we do continue to see strong demand; fundraising always has kind of a natural arc to it. Oftentimes after a large first close we've had all these funds, you tend to see a bit of a back-loading to the remainder of the campaign. I think that's always true; it's even more true in today's kind of fundraising environment. So as I mentioned, we have a lot of people doing work and doing their diligence; I'd expect Q1 to be relatively light, but a good acceleration into Q2 and Q3. We haven't changed our targets on any of the funds. But it's too early to tell whether we'll hit all those targets or not.

We'll take our next question from Brian McKenna with JMP Securities.

So I appreciate the detail on the number of LPs added during the year. Or can you remind us how many LP relationships do you have in aggregate across your business? And then what's the breakdown between the U.S. and the rest of the world and then kind of over time where you see the most opportunity to add new LPs?

I think the LPs, I can look up a more precise number, for every LP across all of our businesses is in the academy; I would call it 500 to 600 category. Although I think that may not be a bigger number, let me come back to you on that. What was the second part of your question?

Just in terms of where do you see kind of the most opportunity to add incremental LPs from here?

We have been, that number has been growing over time, as John mentioned in his prepared remarks. We still have a lot of untapped potential in the LP base as we continue to grow new products that are more appealing to different segments of the LP market. And as we continue to build out our distribution platform, both the institutional side and the high net worth side, I think the biggest source of potential, we’re fairly underweight in Europe. We have a lot of room to grow in insurance. We have a lot of room to grow in the high net worth channel, as we've talked about many times, which will accelerate as we build out more broadly applicable products to that channel. And those are probably the biggest areas I’d call out. But we see a lot of potential and continue to expand our LP base.

I did several trips to Europe last year for fundraising most recently in the fourth quarter. And we have a number of really strong dialogues, and the majority, there were 25 meetings we've had with new folks that we're getting to know, but it feels like there's a lot of untapped potential that we're just starting to make some progress on.

We'll take our next question from Adam Beatty with UBS.

I want to ask about the capital market solutions business or businesses. There are a couple of different elements in there you already mentioned. Some of the secondaries fundraising, which is good. Also the strength in debt arranging in Q4. But just wondering about ECM and the public markets business. And then just overall, what kind of growth trajectory you are thinking about maybe near-term, long-term? Are you still adding resources there? Any guardrails you could put around transaction fee expectations would be great. Thanks very much.

Hey, Adam. Thanks for the question. Just to kind of go in reverse order, we definitely continue to add resources in that area. We view the capital markets business to be, and I'll take one piece at a time, to be highly strategic for all the reasons we have talked about. We have added probably doubled the size of that group over the past couple of years. We added someone to lead debt capital markets, actually debt and equity capital markets for us in Asia, for example, where we didn't have the team over there yet. On the equity capital markets side, that has not been in the fourth quarter, a major generator of fee revenue for us but was highly helpful in helping lead the IPO of Nextracker, for example, where we brought in one of the key anchor investors in that IPO. So both the debt and equity side are continuing to be very strategic. The other piece of the business you didn’t mention, I think it maybe within that solution segment or platform, is our CPaaS business, our public equity partners business. The performance there was quite strong in 2022. So we see good LP, good engagement for investors and expect to expand that capital base this year. And then you mentioned the secondaries business where you saw we made progress in capitalizing those businesses in Q4. We expect to make continued progress this year.

We'll take our next question from Finian O'Shea with Wells Fargo Securities.

Hi everyone. Good afternoon there. A question on the impact of the Climate franchise. This is an area with good tailwinds and demand as you have noted in the past couple of quarters. Can you talk about on the balance the incoming competition from some of your major peers there? And if that is driving a more challenging fundraising environment than say, we would have thought a year ago?

Patient is always a form of flattery; that I think tells you that there is substantial interest in the marketplace. Our peers wouldn't be coming in if there weren't a lot of LP demand for this type of activity, which really highlights the value of our leadership position. Over the long arc of private equity, people have always underestimated the amount of market growth that any segments might have. And I think what we are seeing today is very substantial market growth, particularly around certain sectors of the impact landscape. As I said before, there is just a seismic change in what's happening in decarbonization and climate, but across other sectors like online ad, healthcare access, post-COVID, financial inclusion. If you thought of a landscape of sectors you might want to be involved in, they overlap the impact-investing marketplace very strongly. So we feel good about our position. We feel good about the flow we are seeing, and we expect competition, and we also expect to continue to grow against it.

We'll take our next question from Rufus Hone with BMO Capital Markets.

Maybe coming back to the FRE margin and thinking about it from the expense side. Can you help us think about the jumping-off point for fee-related expenses heading into 2023? Is the fourth quarter level roughly the right level for the first quarter? And I suppose how are you thinking about your pace of hiring in 2023 relative to 2022; any detail that will be helpful? Thank you.

Our expenses obviously break down into two primary line items, comp and benefits and OpEx. Comp benefits in Q4 was $102 million and I think that's a reasonable estimate for launching off that. As you know, sometimes what you see in Q4 moves around a bit in his industry because if you haven't been accruing for bonuses, as you end up paying them, it can cause a change in Q4. In our case, we ended up right on our approval for bonuses. So Q4 is a good reflection of the launching off that for comp and benefits this year. I would expect that we are going to continue to invest in the business, so that should trend up a bit during the course of the year. But a lot of growth has occurred. On the OpEx line, OpEx for the quarter was $66 million roughly and that reflects all the factors we've talked about full return to office, a full return to a lot of travel for both deals and fundraising. That's causing that number to come back up. A lot of the public company expenses we had to account for are all in that number now. So likewise, I think that is roughly a good run number to think about as you think about this year.

We'll take our next question from Luke Mason with BNP Paribas.

Just to follow up on the fundamentals of portfolio companies. You mentioned strong revenue growth and some impressive figures, just for portfolio companies, and it just which areas are driving that growth? Is that across technology and healthcare, just pockets of weakness within the portfolio that you see?

Yes, I mean, just to take you through the qualitative start there. In healthcare, we continue to see strong demand tailwind for procedures, which has really been more of a rebound from the losses of procedures and other healthcare activity during COVID. In the software, enterprise technology business, I think what we've seen actually is an increase in retention rates, and particularly at certain points last year, we saw a longer sales cycle in terms of new customer conversions. Although I think essentially improved a little bit, but a little bit of a slowdown in this sort of the second derivative in terms of the rate of growth. But this companies are hanging in there very well. In our other technology, which we call internet digital media, demands persist for content and streaming, and a particular rebound in live events, and domestic touring that sort of pre-pandemic levels. And we were exposed to that in a number of our companies, certainly including CAA, among others. There has been a slowdown in ad sales. On the consumer side, it's really a tale of two different sort of groups on the high end. We've seen very strong demand in the consumer and increasing elsewhere. On the lower end, where we have candidly less portfolio exposure, we've seen more of an issue from inflation and a pullback in demand. Again, that's been a little less exposed for us. I think we've talked a bit about Rise and climate, so that probably gives you a sense of it for those sectors. That's how we think about the world from a sector perspective. From an EBITDA standpoint, strong growth there certainly continues to feel there has been particularly to the fourth through 2022 in the fourth quarter, some pressure from wage inflation. Our companies are important companies that have important relationships with customers. So most of the raw material price increases we've been able to pass through, but there certainly is a lot of focus around wage inflation, and that's subsided a bit. But that was sort of the primary cost side of that, that flowed through in 2022. But overall margins are stable.

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

Thanks, Shelby. Thanks, everyone, for joining us this morning. If you have any follow-up questions, please circle back to me or Ebony. Otherwise, we'll look forward to speaking to you again next quarter.

This concludes today's TPG's fourth quarter and full year 2022 earnings call and webcast. You may disconnect your line at this time and have a wonderful day.