IRR and equity waterfall
Anyone can compute a promote. What this shows is which dollar went where: the tier walk gives every tier the cash that arrived at it, the split it took, how much of the GP's side was promote rather than a return on its own co-invest, and what was carried down. The preferred return accrues on unreturned capital under whichever of the three readings of “8% pref” the operating agreement actually says, hurdles are enforced against the LP's own IRR, and a tier that never opens on your cash flow is called out as dead weight in the document.
Assumptions
Cash flow
Exit
Preferred return
An 8% pref accrues three different amounts under these three readings. Nominal monthly compounds to 8.30% a year.
Promote
Bands are paid in the order shown, so the hurdles have to ascend. The last band has no hurdle because there is nothing above it.
Model
- The residual band (tier 5, 60/40 thereafter) received nothing, so its 40% promote never applies. The LP's IRR is 13.8%. The tier is dead weight on this cash flow.
Returns
| Measure | Deal | LP | GP |
|---|---|---|---|
| Contributed | $10,000,000 | $9,000,000 | $1,000,000 |
| Distributed | $19,360,000 | $16,320,415 | $3,039,585 |
| Profit | $9,360,000 | $7,320,415 | $2,039,585 |
| Equity multiple | 1.94x | 1.81x | 3.04x |
| IRR | 15.36% | 13.80% | 26.56% |
| Share of profit | 100.00% | 78.21% | 21.79% |
The GP co-invests, so its column mixes a pro rata return on its own money with the promote on everyone else's. The tier walk separates the two.
Tier walk
| Line item | 1. Preferred return | 2. Return of capital | 3. 80/20 to a 12% IRR | 4. 70/30 to a 15% IRR | 5. 60/40 thereafter |
|---|---|---|---|---|---|
| Tier by tier | |||||
| Cash entering tier | $19,360,000 | $15,186,680 | $5,186,680 | $1,888,695 | $0 |
| To LP | $3,755,988 | $9,000,000 | $2,374,549 | $1,189,878 | $0 |
| To GP | $417,332 | $1,000,000 | $923,436 | $698,817 | $0 |
| of which promote | $0 | $0 | $659,597 | $566,608 | $0 |
| Tier totalWorking, 1. Preferred return: $3,755,988 + $417,332 = $4,173,320 | $4,173,320 | $10,000,000 | $3,297,985 | $1,888,695 | $0 |
| Cash carried down | $15,186,680 | $5,186,680 | $1,888,695 | $0 | $0 |
- Preferred return$4,173,320
- Cash entering
- $19,360,000
- To LP
- $3,755,988
- To GP
- $417,332
- Carried down
- $15,186,680
- Return of capital$10,000,000
- Cash entering
- $15,186,680
- To LP
- $9,000,000
- To GP
- $1,000,000
- Carried down
- $5,186,680
- 80/20 to a 12% IRR$3,297,985
- Cash entering
- $5,186,680
- To LP
- $2,374,549
- To GP
- $923,436
- of which promote
- $659,597
- Carried down
- $1,888,695
- 70/30 to a 15% IRR$1,888,695
- Cash entering
- $1,888,695
- To LP
- $1,189,878
- To GP
- $698,817
- of which promote
- $566,608
- Carried down
- $0
- 60/40 thereafter$0
- Cash entering
- $0
- To LP
- $0
- To GP
- $0
- Carried down
- $0
Read it left to right: cash entering a tier, what each side takes there, and what is carried down to the tier below. A tier whose total is zero never opened on this cash flow. The promote line is the GP's take above its pro rata share of contributed capital, so a co-investing GP's own return is excluded from it.
Distributions by year
| Line item | Y0 | Y1 | Y2 | Y3 | Y4 | Y5 |
|---|---|---|---|---|---|---|
| Distribution table | ||||||
| Project cash flow | -$10,000,000 | $600,000 | $600,000 | $600,000 | $600,000 | $16,960,000 |
| LP capital called | -$9,000,000 | $0 | $0 | $0 | $0 | $0 |
| GP capital called | -$1,000,000 | $0 | $0 | $0 | $0 | $0 |
| LP distributions | $0 | $540,000 | $540,000 | $540,000 | $540,000 | $14,160,415 |
| GP distributions | $0 | $60,000 | $60,000 | $60,000 | $60,000 | $2,799,585 |
| LP net cash flow | -$9,000,000 | $540,000 | $540,000 | $540,000 | $540,000 | $14,160,415 |
| GP net cash flow | -$1,000,000 | $60,000 | $60,000 | $60,000 | $60,000 | $2,799,585 |
| LP unreturned capital | $9,000,000 | $9,000,000 | $9,000,000 | $9,000,000 | $9,000,000 | $0 |
| LP accrued preferred | $0 | $180,000 | $374,400 | $584,352 | $811,100 | $0 |
The build
| Purchase price | $25,000,000 |
|---|---|
| Equity at closing | $10,000,000 |
| Implied debt$25,000,000 - $10,000,000 = $15,000,000 | $15,000,000 |
| Exit value | $32,000,000 |
| Less: costs of sale | -$640,000 |
| Less: loan payoff | -$15,000,000 |
| Net sale proceeds$32,000,000 - $640,000 - $15,000,000 = $16,360,000 | $16,360,000 |
| Total contributions | $10,000,000 |
| Total distributions | $19,360,000 |
| Deal profit$19,360,000 - $10,000,000 = $9,360,000 | $9,360,000 |
| 1. Preferred return | $4,173,320 |
| 2. Return of capital | $10,000,000 |
| 3. 80/20 to a 12% IRR | $3,297,985 |
| 4. 70/30 to a 15% IRR | $1,888,695 |
| 5. 60/40 thereafter | $0 |
| Preferred return, effective annual | 8.00% |
| GP promotethe GP's take above its pro rata share of capital | $1,226,205 |
| LP multiple | 1.81x |
| LP IRR | 13.80% |
| GP multiple | 3.04x |
| GP IRR | 26.56% |
| Promote share of profitGP promote over deal profit: what the GP earned for the promote alone | 13.10% |
| LP share of profit | 78.21% |
| GP share of profit | 21.79% |
LP IRR
| Exit cap rate downAnnual cash flow across | $540,000 | $570,000 | $600,000 | $630,000 | $660,000 |
|---|---|---|---|---|---|
| 5.00% | 16.01% | 16.17% | 16.33% | 16.49% | 16.65% |
| 5.25% | 14.77% | 14.95% | 15.12% | 15.28% | 15.44% |
| 5.50% | 13.42% | 13.61% | 13.80% base case | 13.99% | 14.17% |
| 5.75% | 12.13% | 12.32% | 12.51% | 12.70% | 12.89% |
| 6.00% | 10.73% | 10.95% | 11.17% | 11.39% | 11.61% |
Every cell is a full re-run of the waterfall, not an interpolation, because a promote is a step function on the exit and a smoothed grid would hide the step.
GP promote
| Exit cap rate downAnnual cash flow across | $540,000 | $570,000 | $600,000 | $630,000 | $660,000 |
|---|---|---|---|---|---|
| 5.00% | $2,195,696 | $2,271,412 | $2,347,127 | $2,422,843 | $2,498,558 |
| 5.25% | $1,564,960 | $1,619,583 | $1,690,060 | $1,765,776 | $1,841,491 |
| 5.50% | $1,116,960 | $1,171,583 | $1,226,205 base case | $1,280,828 | $1,335,451 |
| 5.75% | $707,916 | $762,539 | $817,162 | $871,785 | $926,408 |
| 6.00% | $444,270 | $479,470 | $514,669 | $549,869 | $585,069 |
The same grid read for the promote. Compare the two: the promote moves faster than the LP's return, and where it accelerates is where a hurdle was cleared.