Preferred Return - PE Fund
I'm modeling the economics for a PE Fund (YoY).
It doesn't make sense to me to owe interest when all the capital is returned, but I'd like to know what you think about these scenarios.
Based on a standard LPA, let's say that a PE Fund has 5 investments:
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In Year 3, the fund exits 2 investments, returning 100% of Contributions and 100% of the Preferred at that date. Does the preferred calculation still run until the Fund's exit? In other words, is the Fund entitled to pay 8% annual interest until its termination?
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In Year 2, the fund exits 1 investment, returning 50% of Contributions. Does this reduce the basis of the preferred calculation, or does it remain the same considering all the contributions?
I'm also wondering if there's any formal documentation on this matter.
Thanks.
That's not quite how it works. You pay pref only on the capital you call but all of the capital you call, whether it's for new investments, management fees or expenses.
1. In your example, no, the pref stops when you pay back 100% of the contributions you called and the outstanding value of the pref. At that point, all further realizations go to paying the sponsor 20% of profits generated to date assuming a 100% catch-up. After that's done, all proceeds are split 80% to LP and 20% to GP.
2. Yes, that would reduce the basis of the preferred.
Of course, there's formal documentation on the matter as all of this is written out in a fairly detailed way in the fund's LPA.
Wait, I thought the way it should work is any distributions reduce the basis of the pref but it continues to run until the fund is fully exited. This is to prevent the (unlikely) scenario where the fund takes forever to exit the remaining investments and you drop back below the pref. Don’t you pay management fees based on the committed capital of each investment or is it cumulative committed capital? So if you exit two investments, you no longer pay management fees on the capital committed for those two but you’re still paying fees on the capital committed for the remaining three (i.e., entitled to 8% pref on the management fees you continue to pay).
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