For purposes of this brochure, “we,” “us” and “our” refer to TPG Solutions Advisors, LLC,
together (where the context permits) with our subsidiaries and affiliates that provide investment
advisory services and our affiliates that serve as general partners of the Solutions Advisors
Vehicles (as defined below).
Advisory Clients. As set forth below, our only advisory clients are the Funds and may in the future
also include certain fee-paying Co-Investment Vehicles (each as defined below), which we refer
to collectively as the “Solutions Advisors Vehicles.” In particular,
• We provide investment advisory services to 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”), which we refer to collectively as the “Funds.”
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 may 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 may
invest in substantially the same portfolio as the applicable Funds through specially formed
investment vehicles, which we also advise.
The Funds include investment vehicles advised by TPG GP Solutions Management, LLC
(the “TPG GS Funds”), investment vehicles advised by TPG NEXT Management, LLC
(the “TPG NEXT Funds”) as well as investment vehicles advised by NewQuest Holdings
(Cayman) Limited or one of its affiliates or subsidiaries (the “NewQuest Funds”).
• From time to time, we may 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 Solutions Advisors, LLC was formed as a Delaware limited liability company
in 2021 and is part of a private investment firm originally founded in 1992, which we refer to,
together with its affiliates, including us, as “TPG.” TPG GP Solutions Management, LLC was
formed as a Delaware limited liability company in 2021 and is wholly owned by TPG Solutions
Advisors, LLC. NewQuest Holdings (Cayman) Limited was formed as a Cayman Islands exempt
company with limited liability in 2018. The ultimate principal owners of NewQuest Holdings
(Cayman) Limited are, indirectly, David Bonderman and James Coulter. In addition, TPG
Solutions 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
Solutions Advisors Vehicle. The TPG GS Funds and the NewQuest Funds primarily provide
investment advisory services related to private equity investments through secondary transactions,
including investigating, identifying and evaluating investment opportunities, structuring,
negotiating and making investments on behalf of such Solutions Advisors Vehicle, managing and
monitoring the performance of such investments and disposing of such investments. The TPG
NEXT Funds invest in or otherwise hold an interest in both (i) the common, preferred, synthetic,
debt and/or other investments in the general partners, management companies or related entities
of third party asset management firms unrelated to TPG (“Managers”), and (ii) investment funds,
managed accounts, continuation vehicles or other investment arrangements sponsored, managed
or advised by such Managers. (Please see “Item 8 – Methods of Analysis, Investment Strategies
and Risk of Loss” below). The directly held portfolio companies, portfolio investments, Managers
and portfolio companies of portfolio investments in which the Solutions Advisors Vehicles invest
are referred to collectively herein as “Portfolio Investments.”
Advisory Services and Related Agreements. We generally provide investment advisory services
to each Solutions Advisors Vehicle pursuant to a separate investment advisory agreement, each of
which we refer to as an “Advisory Services Agreement.” Each Solutions Advisors Vehicle’s
Advisory Services Agreement sets forth the terms of the investment advisory services we provide
to the Solutions Advisors Vehicle, including any specific investment guidelines or restrictions.
Investment guidelines for each Solutions 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 Solutions
Advisors Vehicles, and not individually to the investors in the Solutions 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 Solutions 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 $4,542,300,000 in client assets,
all on a discretionary basis.