CNBC Exclusive: CNBC’s David Faber Interviews TPG Founding Partner James G. Coulter from CNBC Institutional Investor Delivering Alpha Conference

WHEN: Today, Tuesday, September 12th

WHERE: CNBC's "Power Lunch"

Following is the unofficial transcript of a CNBC EXCLUSIVE interview with James G. Coulter, TPG Founding Partner, live from the CNBC Institutional Investor Delivering Alpha conference in New York City on Tuesday, September 12th.

Following is a link to the video of the interview on CNBC.com: https://www.cnbc.com/video/2017/09/12/tpg-capitals-james-coulter-buyout-is-just-a-tool-im-an-investor.html.

Mandatory credit: CNBC Institutional Investor Delivering Alpha conference.

DAVID FABER: Jim Coulter, thank you for being with us. You know, funny, speaking of memory, I've been covering mergers and acquisitions for a very long time. And when I think of TPG, I typically end up going back to the early ops and to the period of the big buyouts, which you had very few. And think of the firm from that perspective. Big public buyouts. And so in doing work for this and speaking to you about our interview today, it was interesting for me to say wait a second, TPG owns Uber, Airbnb, EAA, Vice, Spotify. What are you guys doing and why did you make that, let's call it, use a word that you use a lot out there on the West Coast, pivot?

JAMES COULTER: It actually wasn't a pivot at all. We started our career testing for family. One of the interesting things when you invest for family is, you have one pool of capital, and there's no labels. You just go and find returns. And I was surprised in 1992 when we moved the institutional markets, suddenly you had to have a label because each of the investors had a bucket. And if you didn't fit in that bucket, forget starting out.

So I've been on a 25-year -- this is our 25th anniversary -- I've been on a 25-year journey to go back to where I was in 1987 so that we could look across asset types and across products to find opportunities.

And so we started in big buyouts because in the age of data, basically, that was an interesting place to be. But I think we're in a very different age now. And we were lucky enough to set up the firm in San Francisco at a particular moment. And we have some strong views as to what you have to be doing at this point.

DAVID FABER: Why is the expertise at TPG able to be transferred, though, from doing a large public equity buyout to buying a noncontrolled position in Uber?

JAMES COULTER: When I started out, doing a buyout was something pretty mystical. I have a 20-year-old son. He's a sophomore in college. He could design a capital structure for a buyout today. The product has become demystified. So at the end of the day, while I'm called sometimes a buyout person, I'm just an investor. A buyout is a tool. And you find that once tools are used often, they lose their value. So what doesn't lose value is insight, information, and difference. And what we've been trying to drive is a company that is not tool-dependent. So we're set up more by sector, expressing that across growth, across buyouts, across real estate, as opposed to across tools, which I believe is a funny way to -- to organize the market.

DAVID FABER: All right. Well, I want to talk about your specific investments. Now, you just said in a public market buyouts have lost -- have they lost value to those points you're making?

JAMES COULTER: No. I think it ebbs and flows. So if you look at TPG's investment pace in the buyout market, we were probably investing at three times the rate we are today back in 2009 and '10. There was a moment in time where it was a value market. You leaned in, you bought good companies, you put leverage on them, and you played what would be an improvement in the businesses and an improvement in the multiples. And that double dip, better business performance, better multiple performance, has driven a lot of buyout performance.

Today we're late in the cycle. I don't know when the cycle is over. You have other people who will comment on the macro. But I have to drive looking out four years. And at the extent of my headlights, I have to assume a recession within that time frame. So what do you do at this moment? What I don't think you do is buy a levered beta. What I think you do is try to find alpha and try to find growth. And that question, where do you find alpha and where do you find growth today, is what's really driving us.

DAVID FABER: All right. Well, a lot of the people in this room are trying to do that. We're also trying to do that at this conference, hence the name. But they tend to focus on the public markets. You seem to be focused on the private markets as the place to find that alpha.

JAMES COULTER: Yeah, I think there's a possibility, and I'll be a bit provocative here, that we're going into a period of time that will be known as the era of the private markets. And so I'm not a public market person, but I'm an observer of industries. Those of you in the public market, take this as an amateur from the side. But if you described a product that its participants, customers, were down 40%, if you were described a product where people who would normally be buying the product are not buying the product and where the product itself is becoming undifferentiated because people want to buy it on an algorithm, you'd be describing the public market.

A number of public companies are down 42% from the high of 7500 down to 42. And in the last cycle of innovation, maybe craziness in the tech market, there were 80 billion of venture capital went into 6,000 companies. And then in a pretty short period of time, 1,100 of them went public for $253 billion. Think about that. This cycle, there's been 250 billion that's gone into venture capital in 42,000 companies. I would expect a massive IPO boom. But what's happened, there's only been 319 IP0 s at $80 billion in value. So the exact opposite. The companies are opting to stay private longer.

Obviously that will work itself out over time.

DAVID FABER: Well, what does that mean actually, it will work itself out over time? Are you sure it will?

JAMES COULTER: No, there's always going to be a pendulum that will swing back. But might happen, I don't know, the public market people could potentially give you better insight, but there are two things happening that I think are key.

First of all, more companies are being bought by the banks. So if you think of a company like Instagram, right? That might have been a great IPO, but rather than go to the public market, it derivatively went to the public market in a way that the beta players could play it. I would love to be trading Instagram, but instead you have to trade Facebook to participate in that.

So I think more and more what you'll see is just given how difficult it is to go public, look what Snap is going through, that basically people will opt to sell into the big public players.

The second thing is people will just stay private as long as they can. And because there's a robust market in place of people like us, when we used to sell our investments, we predominantly sold them into the public market. Now we actually sell them into the private market.

I don't know how this all works out, but I would, just as a corollary, point my finger at the real estate market. And, you know, we, in the corporate market, have always assumed that the public market was the end state. The real estate market, you have a relatively small number of reefs and then you have a bunch of private market assets that trade in a private market. So I do think there's a moment in time where finding alpha in the public market has gotten more difficult as the market has consolidated and moved to passive at the margin.

Not to say it can't be done. It's just more difficult. You can see that in hedge funds, where the seals of alpha, basically people are voting away from the seals. And so a lot of that alpha pressure is going into the private market.

And on the other side, if you think about the private markets -- this is a staggering statistic someone gave me the other day -- 95% of private market investors say that private equity has met or exceeded their expectations.

I mean, I can't get 95% of anybody to do anything. But that realization, for better or worse, is going to drive more capital and more searching for alpha into the private market. So what we're trying to do at TPG is just set up a vehicle to do that.

DAVID FABER: Well, let's talk about a couple of the investments, then. And I'm curious as to what the conversation, if there is any, with your LP s is like. When you make an investment, noncontrolled position, you get a board seat, make a large investment at already a very conceivably high valuation, certainly in our dollar terms -- I don't know where you guys came in specifically. What do -- what is the expectation there?

JAMES COULTER: First of all, we did a ton of work on it. Right? So the time we invested in Uber, it was about a 3 billion post-money, and it was largely only in San Francisco. And what we had were a very strong set of unit economics and a very strong understanding of that market as users. And we could almost see what it would be like to open other stores.

DAVID FABER: So to put that into perspective, that was only four years ago, wasn't it?

JAMES COULTER: Yeah. Uber basically works in reverse dog years. You know, basically what would happen in seven years happens in one at Uber in all things.

DAVID FABER: Okay. But explain to me. You were explaining the thinking in terms of why at that point.

JAMES COULTER: It was a huge market. Listen, all of you know the Uber story. So it was a huge market to disrupt. One of the things we found is the disruption seldom comes from the incumbents. The taxi companies weren't going to figure this out. And unlike Cisco, or even Google in the early days, Uber was a disruption you could absolutely understand very quickly. So, it was a question of could it scale, could it scale quickly. And as soon as you decided yes, it was actually a pretty easy investment to make.

DAVID FABER: Why not sell it now? I would assume, given where you got in, those are numbers that anybody would be happy with.

JAMES COULTER: First of all, it's not clear there's not farther to go. But secondly, here's one of the issues of a private market, which is the sale is not yet available to all players. There's some, as you know, shadow market sales going on. But I think we're happy with our position in the company. It's been an interesting ride. But generally, we're going to --

DAVID FABER: Tell me about your expectations then for the future of this company. I mean, clearly there's been a lot of, I think it's fair to say, pummel. If not even more so on the board level and at the company lately. You have a new CEO. You still have a founder who's on the board who conceivably will get a couple of more board seats if possible. He's being sued by another board member. It doesn't necessarily sound like a recipe for --

JAMES COULTER: Great for the media, though.


JAMES COULTER: I had someone do a search for the number of media mentions of "Uber," and in June it was eight times the number of "Kim Kardashian."


JAMES COULTER: So I have to admit, it was an intention in my career to be involved with something eight times Kim Kardashian. But just to give you a scale of it, if you added Walmart and GE together in terms of media mentions, Uber was 30% bigger. So my goal today is not to increase that number and to let Kim get back on top.


JAMES COULTER: But I do think there have been -- I do think there have been a few lessons for us. First of all, we had a very different role in this company because we were -- we typically control companies or have influence. This was a rare company where we were on the board but someone else controlled it.

Secondly, it is going to happen. If you're going to invest in this area, be ready for reverse dog years. Things are going to happen quickly at places like Spotify and Uber, and you have to go at that pace.

And it turned out all things went quickly. And the last point is culture and governance matter, you know. In a world where we focus on words like "pam" and other things, culture and governance matter. When the hurricane blows in at your foundation -- so over the past month, I'm actually proud of the role we've played at TPG because while we have an excellent set of people at Uber, the board has not dealt with this type of issue before.

Bringing in a new CEO is something we do at TPG often. Repositioning companies is something we do often. That's a skill that isn't as resident in the Valley as it is within private equity. So my partner David Trujillo and TPG I think have played an important role, generally staying very much out of the press.

DAVID FABER: Well, despite what has been the tumult at the board level and the lack of management, the company itself has been performing well, hasn't it? I think so.

JAMES COULTER: Well, I would assume you judge it by similar metrics that we all do.

DAVID FABER: Why do you think so?

JAMES COULTER: I'm not going to go there. Because, as you know, there's transactions in the marketplace on this company. But I think I would ask all of you, has your life changed because of Uber and its competitors? And that change, you feel in your own life, it's played out around the world. And you don't see that very often.

DAVID FABER: At the risk of staying on this topic too long but --

JAMES COULTER: Well past that risk.


DAVID FABER: Good. So we've gotten that out of the way. We'll just keep going. I will make it a final question. When you think about the long term, as you have to as a significant investor, and the rise of autonomy, do you wonder about whether that ultimately is a real threat to a company that doesn't own the underlying fleet?

JAMES COULTER: Yeah. So there's a term that as an investor I'm spending a lot of time on now. It's called punctuated equilibrium. I don't know if any of you are naturalists, but turns out that Darwin's theory is no longer viewed as exactly correct. Change doesn't happen gradually over long periods of time. Life kind of goes along. There's a moment of each mutation. All hell breaks loose. Then it goes back into a steadiness.

So Detroit, they started the car industry. It sorts itself into three cars. It sticks there for 50 years. And then all of a sudden, in the past few years, we have Tesla, we have Uber, we have autonomous vehicles all coming in a massive moment of mutation for a very large industry. All I know is that we will find a new equilibrium, and Uber has to figure out its role in that equilibrium. But sorting it out at this moment is going to be more than interesting; it's going to be where fortunes are made and lost.

DAVID FABER: Well, let's move on to some of the other names in the portfolio, Vice, for example, in our world, to a certain extent. Again, you come in there with a significant investment, I believe at a valuation of around $5.5 billion. I'm relying on the press for this so it may not be completely accurate. Why is that something that you believe is a worthwhile investment, given, many would say, certainly, the valuation is exceedingly high when compared to other public groups.

JAMES COULTER: So, first of all, this concept of disruption is driving everything we're doing. So if you think about industries that are going through this moment of punctuated equilibrium, one of the markets is the media business. And if you break the media business up, and the record business, which was the first business to hit it -- I mean, we used to buy albums. Remember that? And today, in a very short period of time, we've sorted ourselves out to streaming and Spotify.

In the movie business, suddenly Netflix. I mean, Netflix used to send you stuff at home, right? And now it's basically the conduit for OTP. So I'm fascinated by your business, which is the media business as it relates to nonfiction media. And if you ask a hundred people how they get their media today, you will get 150 answers. So there's this new moment of -- and Vice is one of those platforms, one of the newest platforms that have emerged and are in the middle of reshaping the media platform.

Now, what will it be? I think when Facebook bought Instagram for a billion dollars, people thought they were nuts, right? And if it stayed what it was, that would have been one thing. If it continued to evolve, I think that was a great buy. And let's see what happens with Vice over time.

DAVID FABER: When you think about making investments like Uber and Vice, I believe, which are noncontrolled, how does that differ from more typical, DAA, which you own majority of, and/or others? I mean, does it figure into your thinking about the ultimate return that you're going to get?

JAMES COULTER: Yes. Usually you're trading out some control for some structure. And when you see prices related to deals in the private market, you should always know that until you see the structure, you don't have the full story. So when you have a structure as a form of controlling your returns, and within certain bands, a different form of control is actually to control the company. I am most comfortable with that type of control.

But to my earlier point -- and this is where you have to be careful of labels -- you're investing in ideas.

A buyout is a tool. A structured minority growth investment is a tool. We want to be able to use different tools, but it's the idea that's important.

DAVID FABER: All right. So what are the larger ideas at play here when we talk about an Uber or an Airbnb or Vice or --

JAMES COULTER: Okay. Let's, kind of a quick speed dating, hit a couple of ideas. Whenever -- if you want to play content, for most of history, buyout firms have played distribution. We bought cable TV; we bought TV stations; we bought networks. Today, with over-the-top, there's a massive shift. The pipes are breaking. The water is finding its own level. And content is taking a bigger piece of the pie. So the question is how do you invest in content? I can't tell you that Bad Robot, you know, is going to be a great content producer.

It's hard for me to do that. But one of the things that I found when I got to know CAA is they essentially are 8 to 10% of the content market. They own pieces of all this -- so they're a diversified investment on the expansion of the content market. That was issue one. And CAA and WME, these are two -- there's a very few special players that have that tendency.

The second thing, and this was -- I would put it out for all of you investors to think about, it's been my experience, is that when markets get more complicated, middlemen become more valuable. And so if you think about the rise of the value of the investment banks, when the financial markets deregulated, the rise of the advertising companies, the rise of the commodity players. So, CAA is in the middle of this market that is more complex, so their ability to create value goes up with that complexity.

We've been very happy with our investment in CAA, but it's also been an extraordinary window into what's happening in that marketplace that has spawned other investments. And one of them, for example, would be Cirque du Soliel. One of the things we noticed within the portfolio of CAA is that live events are growing. Look, we're here today, right? Comic-Con has 130,000 people that go to it. So the question of -- everyone thought that you were going to live in your digital world and just kind of, you know, move into the basement. And in fact, what's happened is people live in their digital world and then find ways to connect at conferences like this.

But we began to look very strongly -- and, by the way, if you go back, there was a discontinuity about eight years ago where the relationship of what people spent on things and experiences suddenly gapped. And everyone thought it was millennials, but it's actually across the age group.

DAVID FABER: What accounts for that?

JAMES COULTER: I would say three things. And so maybe we always wanted to buy experiences. Maybe experiences were just hard to buy. So you'd go feel a sweater. But if you wanted to buy -- wanted to go to a restaurant in Barcelona, you got a Frommer's Guide, some old guy that told you where to go. And you weren't very sure about that so you didn't want to spend your money on it. Today if you want to go to a restaurant in Barcelona, you can go on TripAdvisor and get a hundred relevant reviewers, pictures of yesterday's food. You can buy with more confidence. That's issue one.

Issue two is, it always amazes me, anyplace you go -- I don't know how you don't have this happen here. There's people, like, streaming. Right? They hold their phones up. And I always thought that was crazy until I saw some research that says experiences are more valuable if you can share them. So the very fact that people can share experiences are actually increasing the relative value of experience.

And the last thing, and I saw this with my kids, is when we were growing up, we used to wear things with logos because we were branding ourselves. I'm the guy with a crocodile on my shirt. Right? That said something about me. This generation brands itself by having an experience and showing it to all their friends over their streaming. So suddenly, the brand dollars that used to go to things are in some ways going through experiences. So another experience company. We're investors in Viking Cruises. Which does river cruises up and down Europe. And it has a new cruise company. Julian was just saying how he likes cruise. Our cruise company has no water slides, no casinos, no kids.


JAMES COULTER: Because what we offer is a professorial, small-port experience, and it's flying off the shelves.

DAVID FABER: On this theme, of course, of experiences, it seems to potentially come at the expense of buying stuff. You have some experience in retail. You took J. Crew private twice. First time was great; second time perhaps not the charm there. But what lessons have you learned in terms of retail through the lens of J. Crew and others, especially given what you're talking about.

JAMES COULTER: Well, I think I've learned that you have to look for that moment of punctuated equilibrium. So I would argue that we've entered a moment of punctuated equilibrium in retail. And we sold a number of our retail positions, Neiman Marcus, Petco, we'd seen that coming, and others we didn't sell we're repositioning for that new world.

What does that moment look like? A number of things hit all at once. Everyone knows the Amazon phenomenon, but the real Amazon phenomena is that -- as it relates to J. Crew is that people go to a mall one less time, right? That has huge impact on the people kind of walking by a J. Crew store and buying.

So your marketing and channel changes.

The second thing is the same time the e-commerce wave hit -- by the way, we're over 50% e-commerce now at J. Crew -- we basically have a brand-new model coming in, which is called fast fashion. So, fast fashion, ZARA, and H&M are the equivalent of Southwest Airlines for retail. Suddenly an entirely new business model comes in with a different supply chain, different economic model, and just like at Continental Airlines, we had to adapt our business strategy for the reality of Southwest, J. Crew and the entire retail industry has to adapt its strategy for that moment of reduction in brand engagement, e-commerce, and ZARA.

DAVID FABER: That's a lot to ask of people who have typically been used to selling out of a big-box store, isn't it? Are the management teams in place to actually deal with that new reality?

JAMES COULTER: Yes, or you continue to evolve them and make sure. So you bring in more digital talent, etc.

So to give you an example of how you can do that. So Cirque du Soleil, when we got there, it's Cirque du Soleil is as large as Broadway in terms of tickets sold. You don't see it in one place so you don't realize how large it is. But it had a ticketing system that was out of the '50 s , you know. It's the same paper-based ticketing system. And we have a millennial base that buys last-minute. So what did we do? We brought our experts in pricing and digital in, we created a new mobile ticketing app, and we moved cash flow in Vegas alone by $30 million in a quarter, right? Because we just brought in a new technology to evolve it to the new world.

So part of our goal is to not be -- to embrace change. Never easy, as someone once told me. No one but a 2-year-old in a dirty diaper really likes change.


JAMES COULTER: You know, people don't embrace change. But when change is happening, our job is to embrace it and help our companies prosper.

DAVID FABER: Do you think retail is going to be able to succeed through this --

JAMES COULTER: Yes, retail isn't going away, right? Retail is shifting. Airlines, everyone thought it was the death of the airline business when Southwest showed up. And it was a change in airlines, but -- so as you know, we are on a space basis over retail. But what we're asking is -- I think this is a huge opportunity -- what are all these malls going to become? We own a company called Lifetime Fitness, which is a large box, kind of new-age fitness company. So we're engaging with the mall owners to fill in Crate & Barrels or whatever, you know, they're moving out at the moment, and we're getting the real estate essentially for free.

I mean, this is, you know, whenever a door closes, a window opens. This is a huge opportunity. So our goal is to recognize the disruption, prepare our companies for it, and then look for the opportunities that are clearly coming.

And one of my weird ones is fear. One of the things that -- again, you look for disruption. A few years ago I noticed a chart that the U.S. public believes very strongly that crime is going up, even though the stats say that crime has been going down. And so why is that?

It turns out that in the media world we live in, when you're constantly bombarded, we are wired with something called the amygdala, which basically lights up for something that scares you. So as you're looking at the media landscape, you notice all the things that could go wrong.

So it turns out there's been a massive growth in physical security things. We own Gavin de Becker and Associates. We just opened a new terminal in Los Angeles that essentially allows people for a fee to go in, clear security themselves, essentially have a private airline experience, and then the car just takes you onto the public plane. And it creates a safer feel to travel.

And obviously the number one fear of Americans is having their credit card information stolen, even though you probably have no real risk for that. And so we are large investors in cybersecurity; bought Mc Afee, we have a number of smaller investments.

So again, our goal is to find things that are changing in society and express them.

Your earlier point, yes, we're a buyout person, but yes, we're a growth person, and yes, we're a turnaround person. You know, at the end of the day we want to be an investor.

DAVID FABER: Right. I want to get back to, in our final moments here, this larger issue that you raised about public versus private market, rise in capital, index funds, but also this idea that so many of these companies can stay private longer.

Uber, though, eventually is going to go public. Airbnb -- I mean, these, of course, are the largest of the large -- they will go public. You mentioned you can't -- I mean, if you wanted to sell your stake it would be difficult because of a lack of liquidity. Aren't they eventually going to end up on the public market, as will so many others?

JAMES COULTER: Yeah, I think one of the risks of looking at any complex market is to use labels or focus on a few companies. So just like calling me a buyout person is probably a risk, focusing on the entire nature of the public market on what a few leaders will do is probably a risk.

So I suspect for the large players there will be a path to the public market that will make sense. You know, there will be. There have been 319 IPO s , but there haven't been 1100.

DAVID FABER: No, there haven't.

JAMES COULTER: But you'll have more companies opt, either stay private longer or to sell into the public players.

DAVID FABER: And interestingly, I'm curious to your thoughts, a lot of their great growth is taking place during the phase they're private regardless. The public market is not able to really participate as much as it might have previously, in the public market space of these companies.

JAMES COULTER: After the original excitement -- so think about Amazon, right? I admit along the way I asked some questions. Bezos got it totally right. Think about the grief he took in a long-range, you know, growth, sacrificing near-term profit for long-term success. I mean, he got beat up for years, right? So if you're -- in these good business models, which scale at a different rate, it will make sense to sacrifice near-term profitability for long-term market position. And the public market is an uncomfortable place to do that, so they will try to stay in the more comfortable place where they can with investors.

I mean, Uber has never had a problem finding investors -- never had a problem finding investor. But think about all those quarters Jim Cramer where, you know, Bezos got beat up because he didn't provide something that now we go he's a genius.

I do think that for certain types of companies, delaying going private for longer than last cycle will make sense.

DAVID FABER: And finally, what about your company? You're a cofounder with David Bonderman, 25 years, as you said. What do you see as the future?

You know, it occurs to me that VisionFund -- I mean, speaking about a hundred billion dollar fund run by Masa, which may compete with you on some of these investments, also bought Fortress. I mean, that was one of their earliest. Would they ever consider buying a TPG, and would you ever consider, as you think about succession, selling?

JAMES COULTER: You know, I think the cobblers children have no shoes. So we often look at other industries and talk about disruptions. One of the biggest disruptions I see in industries is in the investment industry, and particularly in alternative. So there's coinvestment; there's new entrants; there's new products; there's new investors. So we're going to see a fair amount of change in our business. And we're going to keep doing what we've always done, which is focus on the ideas, capitalize in the right way. We'll make our mistakes along the way.

But if you stay focused on the ideas, it works and it will continue to work. And the ideas now are alpha - don't get pulled into the beta data game. And disruption. And that's where we're spending a lot of our time.

DAVID FABER: Well, Jim, we appreciate you spending a little bit of your time with us. Thank you, Jim Coulter.

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