For purposes of this brochure, “we,” “us” and “our” refer to TPG Capital Advisors, LLC, together
(where the context permits) with our subsidiaries that provide investment advisory services and
our affiliates that serve as general partners of the Capital Advisors Vehicles (as defined below).
Advisory Clients. As set forth below, our only advisory clients are the Funds and certain fee-
paying Co-Investment Vehicles (each as defined below), which we refer to collectively as the
“Capital Advisors Vehicles.” In particular,
• We provide investment advisory services to the following, which we refer to collectively
as the “Funds”:
o pooled investment vehicles that are not registered under the Investment Company
Act of 1940, as amended (the “Investment Company Act”), and whose securities
are not registered under the Securities Act of 1933, as amended (the “Securities
Act”), and
o certain individual investors through separately managed account arrangements.
The Funds’ investors are primarily “qualified purchasers,” as defined in the Investment
Company Act, and may include, among others, pension and profit sharing plans, trusts,
estates, high net worth individuals, banks, thrift institutions, charitable organizations,
corporations, limited partnerships and limited liability companies.
We also serve as the sponsor of entities that act as feeder vehicles into certain Funds.
Additionally, in order to meet tax, regulatory or other requirements, certain investors invest
in substantially the same portfolio as the applicable Funds through specially formed
investment vehicles, which we also advise.
• From time to time, we also form capital around particular or multiple investment strategies
or themes, or establish, on a transaction-by-transaction basis, investment vehicles,
separately managed accounts or other accounts or arrangements through which certain
persons generally invest alongside one or more Funds (each, a “Co-Investment Vehicle”).
When a Co-Investment Vehicle is established for a particular transaction, it generally will
invest in the transaction on the same terms as the applicable Fund that also is invested in
such transaction. In certain cases, Co-Investment Vehicles may also pursue investments
that are not pursued by a Fund.
Organization. TPG Capital Advisors, LLC was formed as a Delaware limited liability company
in 2010 and is part of a private investment firm originally founded in 1992, which we refer to,
together with its affiliates, including us, as “TPG.” In addition, TPG Capital Advisors, LLC is an
indirect subsidiary of TPG Inc. (the “Public Company”), whose Class A common stock is listed
on Nasdaq under the symbol “TPG.”
The Public Company qualifies as a “controlled company” within the meaning of Nasdaq’s
corporate governance standards. Each share of the Public Company’s Class A common stock
generally entitles its holder to one vote, and each share of Class B common stock entitles its holder
to ten votes. TPG Group Holdings (SBS), L.P., Alabama Investments (Parallel), LP, Alabama
Investments (Parallel) Founder A, LP and Alabama Investments (Parallel) Founder G, LP
collectively hold a majority of the Public Company’s outstanding voting power by virtue of their
ownership of Class B common stock, which voting power is exercised
by the Control Group as
the members of TPG GP A, LLC, the ultimate general partner of these vehicles. The “Control
Group” currently consists of David Bonderman, James Coulter and Jon Winkelried. Additional
information about the Public Company is available in its current public filings with the SEC.
Unless specifically stated otherwise, references in this Brochure to “we,” “us” and “our” do not
include the Public Company. The term “investors” as used herein does not reference stockholders
of the Public Company.
Nature of Advisory Services. As an investment adviser, we identify investment opportunities and
participate in the acquisition, management, monitoring and disposition of investments for each
Capital Advisors Vehicle. We primarily provide investment advisory services related to private
equity investments in various industries, including leveraged acquisitions and recapitalizations,
turnarounds, traditional buyouts and investments in growth companies. Such private equity
investments take the form of privately negotiated investment instruments, including unregistered
equity securities of both U.S. and non-U.S. issuers. Although the primary focus of the Capital
Advisors Vehicles is private equity investments, we also from time to time offer advice on
investments in, among other things (in each case to the extent consistent with the applicable Capital
Advisors Vehicle’s investment objectives and strategies (please see “Item 8 – Methods of Analysis,
Investment Strategies and Risk of Loss” below)),
• structured equity and other products;
• public equities;
• energy assets;
• currency hedging transactions;
• swap transactions (including total rate of return swaps and credit default swaps);
• derivative instruments;
• short sales;
• real estate;
• securities lending arrangements;
• repurchase agreements; and
• bank and other loans, bonds, credit-based securities and claims and other financings and
debt originations.
Advisory Services and Related Agreements. We generally provide investment advisory services
to each Capital Advisors Vehicle pursuant to a separate investment advisory agreement, each of
which we refer to as an “Advisory Services Agreement.” Each Capital Advisors Vehicle’s
Advisory Services Agreement sets forth the terms of the investment advisory services we provide
to the Capital Advisors Vehicle, including any specific investment guidelines or restrictions.
Investment guidelines for each Capital Advisors Vehicle, if any, are generally established in its
organizational or offering documents, the Advisory Services Agreement and/or side letter
agreements negotiated with its investors. We provide investment advice directly to the Capital
Advisors Vehicles, and not individually to the investors in the Capital Advisors Vehicles.
As described more fully in Item 11 below, we and our related entities routinely enter into side
letter agreements with certain investors in the Capital Advisors Vehicles providing such investors
with customized terms, which often results in preferential treatment.
Amount of Client Assets. As of December 31, 2023, we managed on a discretionary basis a total
of approximately $112,362,200,000 of client assets.