Are most deals done where LP is paid back in full + their promote before the GP takes any promote?

Of course the GP would be taking their say 1% annual management fee, but aside from that, do they generally not get paid until LP has been made whole including preferred?

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Comments (10)

Mar 8, 2019

Depends on how the deal is structured. In some deals both the LP and GP equity is returned pari passu, other times it's returned only to the LP until a certain hurdle rate is hit, and then the GP is entitled to a clawback.

I recommend reading up on waterfall structures. There's a lot of great information out there on this topic.

    • 1
Mar 8, 2019

Anywhere in particular I should be reading about it?

I just picked up Peter Linneman's textbook, and Bill Poorvu's book.

Mar 8, 2019
    • 1
Mar 8, 2019

best article on this subject is promotes by REFJ - real estate finance journal. Read it. Learn it.

Mar 9, 2019

Can you post a link to it?

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Mar 8, 2019
Post hoc ergo propter hoc:

best article on this subject is promotes by REFJ - real estate finance journal. Read it. Learn it.

https://www.pircher.com/media/publication/26_JVCal...
this one?

Mar 8, 2019
Mar 8, 2019

regarding the question -- the annoying and yet obvious answer is that it depends. A deal can be structured however the hell anyone wants and can be as ridiculous as it wants long as someone else is willing to agree and partner to it.

But "market" is typically as follows:
I.) preferred rate of return, oftentimes pari passu, and compounded monthly. Recently the compounding has been negotiated and sometimes done away with.
II.) return of equity -- again pari passu. Now again, deal by deal is different. Most often it doesnt matter where the money comes from, if it is an available proceed after all accrued and unpaid pref is paid down...it can go to repaying equity. Othertimes, term sheets specifically have two waterfalls - 1 for operating cash flow, another for a sale/capital event. Not uncommon for the return of equity hurdle to only be applied during a capital event. If so, meaning that if there if sufficient operating cash flow to return equity...it would skip that hurdle and go directly to the splits...
III.) Splits aka promoting. enter your hurdle and appropriate split herein...but essentially this is where the developer starts to make their promote. Not sure what you meant by the LP promoting too? Always the internal rate of return aka hurdle rate will be based on the ivnestor/GPs equity contribution.

Mar 8, 2019

I understand if you are talking pari passu of return of capital between what the GP and LP invested.

But for simplicity sake let's just talk about the GP's promote. So let's say GP invests 0 in the deal. Does the LP ordinarily get 100% of their investment, plus preferred back to them, before the GP gets any promote? Or do you ever see deals where GP gets a portion of promote before all the LP investment is returned (or investment returned AND preferred paid up)?

Mar 8, 2019