Waterfall for long term hold

Hello,
Has anyone had experience with a structuring promoted interest waterfall for a development deal with no planned exit. The developer builds and owns their projects for the long term and planning to bring on a JV equity partner with the same long term hold strategy. I have only dealt with deals in which sponsor earns promote at exit. I am contemplating a promote based on stabilized yield on cost with multiple tiers. I would be grateful if anyone could provide examples of what they've seen/worked on.
Thank you

Comments (13)

May 16, 2018

While I can't specifically comment on the models that you are using, they should be applicable to long-term or perpetual holds. In general, it is difficult for a deal to hit all of its various promote structures or IRR hurdles until its reversion.

The various IRR hurdles will represents your required stabilized yield on costs.

    • 1
May 16, 2018

I haven't done one, but talked to an equity broker when we were looking at a deal we wanted to hold long-term. His suggestion was to drive the promotes off multiples. Trying to hit a 12-15% IRR on a 15 year hold is pretty tought

Best Response
May 16, 2018

I've worked on a few of these recently. We have a few options

  1. Upon stabilization go through some valuation process (3 appraisals, BOV's, refi calcs) and come up with a value for the property. Using a simulated sale and the estimated value from your valuation process calculate the total proceeds to the developer and LP reset their ownership of the asset accordingly and distribute all proceeds according to the new ownership %'s. No further promote for the GP on the transaction.
  2. Establish a "transition date" and various NOI targets for the development at that transition date. For each NOI target have a dedicated "developer success fee". This incentivises the developer to maximize NOI within a certain time frame. Payout the success fee accordingly and then split the remaining proceeds going forward with respect to your capital contributions.
  3. Build a put option into the operating agreement and, if the property is performing well, exercise that option to buyout the developer's interest and continue to hold the asset long term.
    • 12
May 16, 2018

picklemonkey hit it on the head. You can also waterfall off of an Cash/Cash expectations set out prior to the projects agreed upon by GP/LP. The distributions come out on an annual basis. We've done this with REITS that're holders. Pretty similar to the "NOI" target presented in picklemonky's 2nd point.

May 16, 2018

Excellent! Thank you so .much for your input.

Learn More

Side-by-side comparison of top modeling training courses + exclusive discount through WSO here.

May 17, 2018

Great response. On #2, how do you think about sizing the "developer success fees" ?

May 18, 2018

Obviously that is a highly negotiated point. Usually it ends up being a few % (2% - 5%) of the deal valued using the NOI achieved.

In this instance, the developer uses that money to pay out his acquisitions employees' promote and retains the ownership and long term cash flow.

When a firm's compensation structure doesn't work with the synthetic sale scenario we try to use this option to satisfy all stakeholders.

    • 1
May 16, 2018

Synthetic sale is the way to go here in my experience

May 16, 2018

Thank you for your reply.

May 16, 2018

Yup, do a hypothetical sale, convert promote to equity, call it a day.

May 16, 2018

Just set up a tiered system based on annual cash flow yield based on total cost. I've built one that resets every year on month one, such that the "promote" or 2nd tier isn't reached until the last few months. On the same model, a capital event would flow through another waterfall.

May 18, 2018

Do you have a model on this you could PM me. This is what we're looking for exactly.

May 17, 2018
Comment