May 07, 2025

Carry in Private Credit

I don't see many threads on carry in PC and I think many people assume it works the same way as PE, but I don't think that's true. First, PE carry (and the tax advantages) rely on it being a capital gain, but PC is primarily interest income and other forms of gains. Additionally, do PC funds also charge the classic 2/20? What would carry for a $1bn fund with 1.5x MOIC look like?

30 Comments
 

Private Credit (PC) carry indeed differs from Private Equity (PE) carry in several ways, as highlighted in various WSO threads. Here's a breakdown:

  1. Taxation Differences:

    • PE carry benefits from capital gains tax treatment, as the profits are typically derived from equity investments.
    • PC carry, on the other hand, is primarily derived from interest income and other non-equity gains, which are taxed as ordinary income. This makes PC carry less tax-advantaged compared to PE carry.
  2. Fee Structure (2/20):

    • While the "2/20" model (2% management fee and 20% carry) is standard in PE, PC funds may not always follow this structure. Some PC funds charge lower management fees and carry percentages, depending on the fund's strategy and competitive positioning. However, larger or more established PC funds may still charge close to the classic 2/20.
  3. Carry Calculation for a $1bn Fund with 1.5x MOIC:

    • Assuming a $1bn fund achieves a 1.5x MOIC (Multiple on Invested Capital), the total profit would be $500mm ($1bn * 0.5).
    • If the fund charges 20% carry, the carry pool would be $100mm ($500mm * 20%).
    • This $100mm carry pool would then be distributed among the partners and other carry participants over the life of the fund, typically 5-10 years.
  4. Key Considerations:

    • PC funds often have shorter investment horizons and lower risk profiles compared to PE, which can influence the carry structure and payout timelines.
    • The allocation of carry within the team (e.g., partners, principals) and the vesting schedule can vary significantly by fund.

In summary, while PC carry shares some similarities with PE carry, the differences in taxation, fee structures, and income sources make it a distinct compensation mechanism.

Sources: Paying for carry at fund, Private Credit Endgame, Data: Average Private Equity Compensation and Carry from Associate to Managing Partner, Confused about carry at PE Fund, Data: Average Private Equity Compensation and Carry from Associate to Managing Partner

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  1. Most PC funds charge 1-1.5% management fee and 15% performance fee
  2. Hurdle is usually 6-8%
  3. 1.5x is ambitious for a 2024/5 vintage - more likely 1.2-1.3x pre leverage. Maybe you get to 1.5x with fund level leverage
  4. Assuming full catch up, the carry pool is effectively 15% x (MOIC - 1) x funds deployed. So a 1bn fund at 1.5x should get 75m of carry
  5. Obviously a couple big losses and your fund won’t clear the hurdle which is the main risk to the carry payout.
  6. You are correct this is taxed as income rather than capital gains. At least here in the UK. Some of the recent noise on increasing carry tax rates has actually been beneficial for PC investors (separate topic)
 

On the fees, this is the upper end of the current range for comingled funds. Most managers have a significant portion of their strategy AUM from SMAs with significantly lower fees (0.5-0.8% / 8-12%) with higher hurdles.

You would need to have a blended carry pool (across SMA's and comingled funds) which would size much lower. 

On a separate note, PC is a lot less democratised in terms of carry given the immaturity of the industry and polarisation between top players and bottoms. So most of this carry is kept at the higher levels compared with PE where it is distributed more fairly across the teams. 

 

can you provide some more color on why increasing carry tax rates is beneficial for PC investors? It should be neutral for us because we are taxed as if it is income already no? 

Array
 

This is super helpful, thank you. Are there any PC strategies that are more likely to hit that 1.4-1.5c MOIC? I’m sure they’re probably riskier and are more likely to have losses but I’m just curious. 

 

One of the issues in PC is duration - whilst contractual maturities are 7 years you usually have a refinancing / exit in year 3-4. Weighted average life of a deal is closer to that 3-4 year mark.

Backing that out if you are getting S+4-4.5 / 98-99 that’s probably 9% IRR which doesn’t leave much room over the hurdle. You can juice that up with some fund level leverage.

Given ongoing cash yield better to think about it in IrR terms vs MOIC… but the 1.5x strategy is almost closer to a opportunistic credit (not special sits) type strategy in my view rather than plain vanilla DL. More likely it’s a 60/40 plain vanilla DL / opp credit type fund.


it’s going to vary a lot by firm… an HPS / Ares are getting closer to that 1.5x in their DL strategies vs an Antares / Golub.

 

allop1

  1. Most PC funds charge 1-1.5% management fee and 15% performance fee
  2. Hurdle is usually 6-8%
  3. 1.5x is ambitious for a 2024/5 vintage - more likely 1.2-1.3x pre leverage. Maybe you get to 1.5x with fund level leverage
  4. Assuming full catch up, the carry pool is effectively 15% x (MOIC - 1) x funds deployed. So a 1bn fund at 1.5x should get 75m of carry
  5. Obviously a couple big losses and your fund won’t clear the hurdle which is the main risk to the carry payout.
  6. You are correct this is taxed as income rather than capital gains. At least here in the UK. Some of the recent noise on increasing carry tax rates has actually been beneficial for PC investors (separate topic)

The 75m carry math you're doing doesn't include the hurdle return, which is usually 6% p.a. non-compounded. When you factor in the hurdle return, the total GP carry pool is much lower than the 75m,  let me know if i'm wrong.

 

So carry for private credit funds is taxed at the same rate as regular W-2 income? 

What about carry for oppurtunistic credit / hybrid capital funds that invests across the cap stack including equity? Do you get taxed separately for carried interest attributed to capital gains vs interest income? 

 

To provide a data point, I was allocated a tiny carry share 3 months in as an Analyst 1 in a multi bn PC fund - expected value at ~125-150k gross. Certainly not life-changing but nice to get maybe 70-80k net down the road. My timing was also quite good, so it's fully vested 3.5 years after joining. No idea what my next allocation as an associate will be but I assume at least double that. Also our personal investment was absolutely minimal (several k only).

 

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