v3.25.4
Accounts Payable and Accrued Expenses, and Other Liabilities
12 Months Ended
Dec. 31, 2025
Payables and Accruals [Abstract]  
Accounts Payable and Accrued Expenses, and Other Liabilities
8. Accounts Payable and Accrued Expenses, and Other Liabilities
Accounts payable and accrued expenses consist of the following (in thousands):
December 31,
20252024
Trade accounts payable$46,936 $45,606 
Accrued expenses183,587 166,308 
Accounts payable and accrued expenses$230,523 $211,914 
Other liabilities consist of the following (in thousands):
December 31,
20252024
Tax Receivable Agreement (see Note 12)$316,552 $22,465 
Clawback liability (see Note 16)7,925 5,450 
Contingent consideration84,602 140,760 
Repurchase agreements88,195 78,196 
Liability classified awards (see Note 18)23,935 67,703 
Other183,306 69,857 
Other liabilities$704,515 $384,431 
Tax Receivable Agreement
Pursuant to the Exchange Agreement, certain non-affiliate parties of TPG Partner Holdings are authorized to exchange Common Units for an equal number of shares of Class A Common Stock. During the year ended December 31, 2025, these non-affiliate parties exchanged 21,000,000 Common Units, as described in Note 12 to the Consolidated Financial Statements. These exchanges resulted in an increase in the Company’s tax basis of its investment in the TPG Operating Group and is subject to the Tax Receivable Agreement. Accordingly, the Company recorded an additional Tax Receivable Agreement liability in the amount of $294.1 million during the year ended December 31, 2025. As of December 31, 2025 and 2024, other liabilities include $316.6 million and $22.5 million, respectively, related to these non-affiliate parties.
Contingent Consideration
In connection with the Angelo Gordon Acquisition described in Note 3, the Company recorded contingent consideration liabilities of $152.5 million to reflect the estimated fair value of the contingent consideration for the Angelo Gordon Earnout Payment and Aggregate Annual Cash Holdback Amount as of the Angelo Gordon Acquisition Date. Contingent consideration is included in other liabilities on the Consolidated Statements of Financial Condition. Contingent consideration is remeasured at each reporting period, and any changes in fair value are recognized as interest, dividends and other in the Consolidated Statements of Operations. As of December 31, 2025 and 2024, other liabilities include $84.6 million and $140.8 million, respectively, related to contingent consideration.
Repurchase Agreements
In connection with the Angelo Gordon Acquisition described in Note 3, the Company holds various investments in CLO funds. Northwoods European Management, LLC (“ECLO”), a consolidated subsidiary of the Company has a master repurchase agreement with NWCC Cayman, LLC (“Nearwater”) with respect to the Company’s investment in the debt tranches of various CLO funds. The repurchase agreement extends a facility of a maximum of 100,000 Euros to ECLO for future investment in the debt issued by CLO funds. The repurchase agreement bears interest at a rate of 0.5% spread above the interest earned by ECLO on the tranches of notes subject to the master repurchase agreement. The weighted average interest rate for the periods ended December 31, 2025 and 2024 is 4.4% and 5.9%, respectively.
ECLO had outstanding borrowings under the repurchase agreement with Nearwater as of December 31, 2025 and 2024 to finance its investments in the debt of three CLO funds with maturity dates ranging from November 25, 2033 through March 15, 2034. As of December 31, 2025 and 2024, borrowings of $66.3 million and $58.9 million, respectively, are outstanding on the facility which is recorded in other liabilities on the Consolidated Statements of Financial Condition. ECLO pledges as collateral its investments in the debt of the CLO funds fully collateralizing all outstanding borrowings drawn under the repurchase agreement. All outstanding borrowings drawn from the repurchase agreement mature in a period greater than 90 days.
ECLO entered into an additional master repurchase agreement with Citibank, N.A. on December 22, 2021, to finance the purchase of the Company’s investment in one of the CLO funds managed by the entity. The repurchase agreement bears interest at a rate of 0.5% spread above the interest earned by ECLO on the tranches of notes subject to the master repurchase agreement. The weighted average interest rate for the periods ended December 31, 2025 and 2024 is 4.4% and 5.6%, respectively. ECLO had outstanding borrowings under the repurchase agreement as of December 31, 2025 and 2024 to finance the investment in the debt of one CLO fund with a maturity date of October 15, 2035. As of December 31, 2025 and 2024, borrowings of $21.9 million and $19.3 million, respectively, are outstanding on the repurchase agreement which is recorded in other liabilities on the Consolidated Statements of Financial Condition. ECLO pledges as collateral its investments in the debt of the CLO funds fully collateralizing all outstanding borrowings drawn under the repurchase agreement. All outstanding borrowings drawn from the repurchase agreement mature in a period greater than 90 days.