Carry Allocation in PE Fund Deal with Co-Invest

If you work at a PE fund that does a deal that is too big for the fund and therefore it goes in the fund and in a co-invest vehicle (specific to that one deal) in which carry is charged, how would you typically expect the carry to be split in the co-invest vehicle if you’re at the VP/Principal level?

Do some firms take the view that a co-invest vehicle is reserved exclusively for the partners and so none of it would go to the deal team (e.g., it’s purely discretionary)?

What I’ve seen most commonly done is the co-invest carry goes to the partners and the deal team, and the rest of the investment team (non-partners and people who didn’t work on the deal) don’t get anything (other than their exposure through their fund carry). Theoretically this should result in the deal team being able to get a larger carry allocation than what they get in the fund since there are fewer recipients. Is this how people have seen this play out in practice?

 If so, does size of the deal matter or is the general thinking that even for very large deals with a material co-invest, the general thinking should be if a VP/Principal has [2.0]% of the fund carry, they should expect a carry allocation in the co-invest of greater than [2.0]%?

Another option would be to allocate the carry in the co-invest the same way as in the fund, that way investment team members who didn’t work on the deal still get a cut in the co-invest vehicle although I think this may be a less common approach.

3 Comments
 

Based on the most helpful WSO content, here’s how carry allocation in a co-invest vehicle typically plays out:

  1. Carry Allocation in Co-Invest Vehicles:

    • It is common for the carry in a co-invest vehicle to be allocated primarily to the partners and the deal team who worked on the specific deal.
    • Non-partners or investment team members who didn’t contribute to the deal generally do not receive carry from the co-invest vehicle. Their exposure is limited to their share of the fund carry.
  2. Deal Team Advantage:

    • Since the co-invest vehicle involves fewer recipients (primarily the deal team and partners), the deal team often receives a larger carry allocation compared to their share in the fund. This is because the carry pool is not diluted across the entire investment team.
  3. Size of the Deal and Carry Percentage:

    • For very large deals with a material co-invest, the expectation is that a VP/Principal with, for example, 2.0% of the fund carry could receive a greater than 2.0% allocation in the co-invest vehicle. This is due to the smaller pool of recipients and the direct involvement of the deal team in the transaction.
  4. Alternative Approaches:

    • Some firms may allocate the carry in the co-invest vehicle proportionally to the fund carry structure, ensuring that all investment team members, even those not involved in the deal, receive a share. However, this approach is less common and may depend on the firm’s culture and policies.
  5. Discretionary Allocation:

    • In certain firms, the allocation of co-invest carry can be purely discretionary, with partners reserving the co-invest carry exclusively for themselves. This is less favorable for the deal team and may vary by firm.

In practice, the allocation method depends on the firm’s policies, culture, and the specific dynamics of the deal. However, the most common approach aligns with rewarding the deal team and partners directly involved in the transaction, often resulting in a larger carry allocation for those individuals.

Sources: Confused about carry at PE Fund, Carried interest for Associates / Senior Associates?, What returns have you achieved from co-investing in your fund?, Vice President Fund Carry/Equity, What returns have you achieved from co-investing in your fund?

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