TPG Results Presentation Deck slide image

TPG Results Presentation Deck

Pro Forma GAAP Balance Sheet Footnotes Notes to the Unaudited Pro Forma Condensed Consolidated GAAP Balance Sheet Measures as of September 30, 2021 1) The TPG Operating Group transferred to RemainCo certain performance allocation economic entitlements from certain of the TPG general partner entities that are defined as Excluded Assets, as well as certain cash and due to affiliate amounts at the TPG Operating Group that relate to these TPG general partner entities' economic entitlements. We continue to consolidate these TPG general partner entities because we maintain control and have an implicit variable interest. These transfers resulted in the reduction of cash of $13.7 million and due to affiliate amounts of $254.4 million, which increased partners' capital by $203.2 million and non-controlling interests of $37.5 million. In addition, the transfer of performance allocation economic entitlements resulted in a transfer of $320.9 million from partners' capital to non-controlling interests. In conjunction with the Reorganization, the TPG Operating Group transferred $75.0 million of cash on hand to RemainCo as a pre-IPO transaction, with an impact to partners' capital of $63.3 million and non-controlling interests of $11.7 million. The TPG Operating Group also transferred the economic entitlements associated with certain other investments, including our investment in our former affiliate. The impact results in the transfer of $721.4 million of investments with an offsetting impact to partners' capital totaling $609.0 million and non-controlling interest of $112.4 million. As part of the transfer of certain other investments, we transferred our co-investment interests in our historically consolidated TPG Funds to Remain Co. This resulted in the deconsolidation of those funds and resulted in the exclusion of $349.9 million of assets, $81.3 million of liabilities, $53.9 million of partners' capital, $204.3 million on non-controlling interests in consolidated TPG Funds and $10.0 million in non-controlling interest. 3) 4) This adjustment relates to the economic entitlements that the TPG Operating Group retained, and the associated reallocation after the Reorganization. Specified Company Assets include certain TPG general partner entities to which the TPG Operating Group retained an economic entitlement and that are consolidated both before and after the Reorganization. As part of the Reorganization, the sharing percentage of the associated performance allocation income was reallocated between controlling and non-controlling interests. Subject to certain exceptions, we expect RemainCo to be entitled to between 10% and 15% of these Specified Company Assets' related performance allocations, which we will treat as non-controlling interests, and to allocate generally between 65% and 70% indirectly to our partners and professionals through performance allocation vehicles and Promote Units, with the remaining 20% available for distribution to the TPG Operating Group Common Unit holders. RemainCo's entitlement to performance allocations associated with future funds will step down over time. The primary impact of this is a reallocation from controlling interests to non-controlling interests. Specifically, this adjustment reflects a reclassification of $1,142.5 million from partners' capital to other non-controlling interest. Reflects additional financing the TPG Operating Group used to declare a distribution of $200.0 million to our controlling and non-controlling interest holders prior to the Reorganization and the IPO. The distribution was made with the $200.0 million of proceeds from the senior unsecured term loan issuance. This adjustment relates to accrued performance allocation amounts owed to our partners and professionals. Prior to the Reorganization and the IPO, the entities that comprise the consolidated financial statements of TPG Group Holdings have been partnerships or limited liability companies, and our senior professionals were part of the ownership group of those entities. As such, their share of accrued performance allocations was reflected within "other non-controlling interests" on the TPG Group Holdings consolidated statement of financial condition, as these interests existed through the individuals' ownership interests, and the income attributable to these performance allocation rights were included in "net income attributable to other non-controlling interests" on the TPG Group Holdings consolidated statement of operations. Additionally, we have adjusted the sharing percentages associated with certain performance allocations between our controlling and non-controlling interest holders, which resulted in an increase to amounts attributable to our historic non-controlling interest holders and a further increase to accrued performance allocation compensation. As of September 30, 2021, the carrying value of these performance allocations totaled approximately $3,457.3 million. An adjustment has been recorded to reclassify this balance from other non-controlling interests to a liability on the unaudited pro forma condensed consolidated statement of financial condition. Subsequent to the Reorganization, the amounts owed to our senior professionals will be treated as compensatory profit-sharing arrangements and reflected as a liability on our unaudited pro forma condensed consolidated statement of financial condition. TPG | 54
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