What Happens to Co-Investment if You Leave Your Job?
Hi all. I’m trying to get some clarity on what typically happens to one’s co-investment in a private equity fund or similar structure if they voluntarily leave their job. I’ve reviewed the operating agreement for my specific co-invest vehicle, and it states that liquidating my position is “at the Manager’s discretion.” There aren’t any explicit provisions guaranteeing a buyout or transfer option, and any sale or transfer of my interest requires Manager approval.
For those who’ve been in a similar situation, what’s the norm? Are departing employees usually able to liquidate their positions? If so, is it through: 1. A buyout by the company or manager? 2. A transfer to other co-investors or an external buyer? 3. Some kind of forced hold until the investment reaches maturity?
Also, how does valuation typically work in these cases? Is it fair market value, a discount, or something else?
I’d appreciate any insights or advice from those who’ve navigated this before. Thanks in advance!
Based on the most helpful WSO content, here's what you need to know about co-investment when leaving your job:
Liquidation or Retention of Co-Investment:
Buyout or Transfer Options:
Valuation:
Commitment Period Obligations:
In summary, the most common outcome is that your co-investment remains locked until the investment matures, and any liquidation or transfer is subject to Manager discretion and approval. If you're navigating this, it’s crucial to have a clear understanding of your operating agreement and to communicate with the Manager for clarity on your specific situation.
Sources: What Happens when a PE Fund Closes?, https://www.wallstreetoasis.com/forum/private-equity/co-invest-and-carry-what-happens-if-you-leave-the-firm?customgpt=1, First timer introduced to Co-invest + Carry: How to navigate?, Exit options for BIG LBOssss, What returns have you achieved from co-investing in your fund?
This really varies company by company and the actual value of said equity. Unfortunately you're mostly at the discretion of the company on whether they buy you out, make you hold, etc. and you can't really have the conversation until they know you're leaving. Has anyone else left recently that you could talk to? That would be your best bet.
It's totally at the discretion of the manager, as they wrote the LP / operating agreement to give themselves the most flexibility for this scenario. It's basically a zero sum game where every dollar returned to you (as an LP) is out of GP's pocket, so hopefully they feel the need to 'do right by you.'
But is an option always to just leave the contribution in and collect the total return when they vest with a capital event? As in, I'm not required to liquidate my position (or worse, forfeit it completely with no payback) if I leave, right? Or is even that subject to the operating agreement?
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