GP-Led Secondaries Continuation Fund Model

Can someone please message me a continuation fund model showing the impact of purchasing an asset as a discount to NAV with tiered carried interest? Inputs can be dummy - would really appreciate it. There are not good modelling resources online and I really want to nail secondaries modelling. If anyone can help me you'd be the best. 

Unit economics can be similar to below:

1. Return of principal to Limited Partners.

2.  8% cumulative return on principal to Limited Partners

3. 20% full catch for GP

4. 80 / 20 split between LP / GP

11 Comments
 
Most Helpful

You have your starting NAV...then you apply discount % = Purchase Price valuation. This is your equity (or assume fees). You can imply an EV and multiples on this with current cap structure.

Model the cashflows, make basic debt assumptions - you typically aren't given too much on debt terms so just assume interest rate + cashflow sweep (probably no mandatory amort b/c you don't have those terms). Typical LBO stuff but probably more simple. Calculate exit value like normal.

Distribution:

  • Calculate required equity value to hit 8% pref return based on equity invested. X*(1+8%)^5
  • Calculate threshold at which 100% catch-up is reached - remember, catch-up means that after the preferred return value, Sponsor gets all additional distributions until their carry amount is equal to 20% of total profit up to that point. So, you do: Initial Equity + (Pref equity threshold - initial equity) / (1-20%), which represents the ceiling of "profit" where the catch-up applies. Within this range, sponsor gets all distributions. After this range, it's split 80 / 20
  • Then, depending on the exit equity value, you do: first priority is preferred return, then catch-up, then remaining carry and LP split. GP gets the catch-up and carry, LP gets the preferred return and 80% profits thereafter
  • You also might have fees, which gets net out of LP distribution

That's basically every single thing you need to know. If you cannot model it after this, I don't think anybody can really help you.

 

Thank you for the explanation! For single asset continuation vehicles, I read online that the debt level tend to stay the same, is it because of dividend recap before the secondaries transaction to pay the LPs that doesn't want to stay? How would the sources & uses table look like? Would the equity paid (premium / discount to NAV) be on the sources side and on the uses side assume company cash to pay for the transaction fees?

 

Does anyone have an actual model where you can see how catch up is calculated year by year? Unclear how it is done on some Youtube videos.. the resources online are honestly not the best to show you a full model

 

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