For purposes of this brochure, “we,” “us” and “our” refer to TPG Real Estate 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 TPGRE 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
“TPGRE Vehicles.” In particular,
• We provide investment advisory services to the following, which we refer to collectively
as the “Funds”:
° 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
° 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 or
Funds into which other Funds invest. 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.
The Funds include both investment vehicles that invest primarily in real estate equity
investments (the “TPG Real Estate Funds”) and investment vehicles that invest primarily
in real estate debt investments (the “TPG Real Estate Credit Funds”).
• 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 Real Estate Advisors, LLC was formed as a Delaware limited liability
company in 2013 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 Real Estate 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
TPGRE Vehicle. We primarily provide investment advisory services related to investments in a
range of real estate-related strategies, including
• private platform;
• single-asset acquisition and/or development;
• corporate control or non-control;
• acquisition of loans;
• origination of high yield senior and subordinate loans; and
• public company investments, including
o private investment in public equities (also known as “PIPEs”);
o corporate “carve-outs”; and
o public-to-private transactions relating to, among other things,
office;
industrial;
retail;
condominium;
apartment;
hotel and/or other hospitality;
single-family residential;
self-storage;
senior living properties;
student housing; and
mixed-use
in the United States and certain non-U.S. jurisdictions. Such investments take the form of various
instruments, including
• equities and other securities (including asset-backed and other structured securities);
• loans (including bank loans, mortgage loans and mezzanine loans);
• receivables;
• assets;
• claims;
• derivatives (including those that derive their value from the foregoing); and
• interests in the foregoing instruments
all from a broad range of issuers and counterparties, and in each case to the extent consistent with
the applicable TPGRE Vehicle’s investment objectives and strategies (please see “Item 8 –
Methods of Analysis, Investment Strategies and Risk of Loss”).
Advisory Services and Related Agreements. We generally provide investment advisory services
to each TPGRE Vehicle pursuant to a separate advisory services agreement, each of which we
refer to as an “Advisory Services Agreement.” Each TPGRE Vehicle’s Advisory Services
Agreement sets forth the terms of the investment advisory services we provide to the TPGRE
Vehicle, including any specific investment guidelines or restrictions. Investment guidelines for
each TPGRE 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 TPGRE Vehicles, and not individually to the investors
in the TPGRE 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 TPGRE 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 $15,788,500,000 of client assets.