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
The series is edited year by year on the distribution table, beside the split it produces. Negative is a capital call.
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 |
|---|---|---|---|---|---|---|
| Drivers | ||||||
| Cash flow | ||||||
| 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
| 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 distribution downInterim distributions across | $2,160,000 | $2,280,000 | $2,400,000 | $2,520,000 | $2,640,000 |
|---|---|---|---|---|---|
| $15,264,000 | 11.85% | 12.03% | 12.19% | 12.35% | 12.51% |
| $16,112,000 | 12.68% | 12.84% | 13.01% | 13.17% | 13.33% |
| $16,960,000 | 13.48% | 13.64% | 13.80% base case | 13.96% | 14.12% |
| $17,808,000 | 14.25% | 14.41% | 14.57% | 14.73% | 14.89% |
| $18,656,000 | 15.00% | 15.14% | 15.27% | 15.41% | 15.55% |
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 distribution downInterim distributions across | $2,160,000 | $2,280,000 | $2,400,000 | $2,520,000 | $2,640,000 |
|---|---|---|---|---|---|
| $15,264,000 | $639,737 | $671,783 | $717,405 | $763,028 | $808,651 |
| $16,112,000 | $880,560 | $926,183 | $971,805 | $1,017,428 | $1,063,051 |
| $16,960,000 | $1,134,960 | $1,180,583 | $1,226,205 base case | $1,271,828 | $1,317,451 |
| $17,808,000 | $1,389,360 | $1,434,983 | $1,480,605 | $1,526,228 | $1,571,851 |
| $18,656,000 | $1,643,760 | $1,707,412 | $1,771,127 | $1,834,843 | $1,898,558 |
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.