Single-asset deal - sharing GP economics between a PE fund and external executives
In a scenario where a group of former industry executives, along with a former senior PE professional, have developed a compelling investment thesis and secured exclusivity to pursue a deal, the ideal approach would be to go directly to Limited Partners for funding. However, let's assume this option is not viable due to factors such as the industry executives' more limited ambition (possibly due to age), the PE professional's limited available capital for a GP commit, and the broader advantages of involving a PE firm.
Given these constraints, what would be the next best alternative? Is it possible to raise a single-asset vehicle tailored specifically to the unique characteristics of this investment (e.g., time horizon, follow-on commitments, higher risk/reward profile), where a PE firm receives a percentage of the management fees and carry, with the rest allocated to the industry executive group? If so, could someone provide examples of similar structures?
Furthermore, what would be a fair distribution of equity and economics in this single-asset GP? What is the minimum financial commitment required from the external group? Lastly, how would broken deal fees be handled in this structure?
Your insights and any examples you could share would be greatly appreciated.
Yes. This is a fundless sponsor direct, my group advises on these all the time. I don’t work on these deals directly but hear about them all the time. It’s a lot of family offices that will invest in these types of deals and other LPs have started to dedicate capital to the strategy / opportunistically invest in these deals. LPs will pay economics but my understanding is it’s more weighted towards carry and less management fees (usually a monitoring fee is charged). Beyond that, I don’t really know what the “fair” economic arrangement is but these deals can get pretty bespoke.
Echo this, one point further is many of these deals have staggered and higher hurdle hates. For instance 20% above 10%, 25% above 20%, 30% above 30%, etc. Figures aren't verbatim but general idea. It creates the perfect incentive for all parties and FO/nimble investors love these deals assuming the investor is good (hardest part as many pretenders in this space but the good ones are incredibly good).
I’ve seen management fees paid by the company and tiered carry structures that start higher than your traditional buyout deal but can ratchet up to even more favorable shared economics as MoIC thresholds are met. Independent sponsor deals can be extremely interesting if the necessary alignment issues are dealt with.
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