The compounding clause is worth millions on paper and nothing at all in most outcomes. The band where it bites can be computed.
Quarterly compounding turns an 8 per cent preferred return into an effective 8.24 per cent a year. On a $100M commitment called in three tranches, the accrued pref at year 10 is $63.08M compounded annually and $65.45M compounded quarterly: $2.37M, or 3.8 per cent, more. That difference only reaches the LP if the fund ends inside the catch-up zone, here between $163.08M and $181.82M of distributions.
Worked in full in Private Equity Real Estate by Julian R. Sterling, with every figure reproduced in a free workbook.See the book on Amazon →
Private Equity Real Estate states the rule: the 8 per cent pref is calculated on invested capital, compounded, accruing from the date each dollar is actually called, not from fund inception. Its example is an LP that commits $100M and is called for $30M in year 2, $40M in year 4 and $30M in year 5. The chapter adds that quarterly compounding is now more common in modern LPAs. Below, the accrual is measured at year 10 and, to isolate the convention, the fund is assumed to make one terminal distribution then. The waterfall is European, with a 100 per cent catch-up to a 20 per cent carry.
| Tranche | Called | Call year | Years accruing to year 10 |
|---|---|---|---|
| First deal | $30M | 2 | 8 |
| Second deal | $40M | 4 | 6 |
| Third deal | $30M | 5 | 5 |
| Total | $100M |
Annual: pref = called × ((1 + 8%)years − 1)
Quarterly: pref = called × ((1 + 8%/4)4 × years − 1)
First tranche, quarterly: $30M × (1.0232 − 1) = $26.54M
Excel: =Called*((1+Rate/m)^(m*Years)-1), with m = 1, 4 or 12
Each tranche runs from its own call date. Summing the three gives the accrued pref under each convention.
| Convention | $30M, 8 yrs | $40M, 6 yrs | $30M, 5 yrs | Total | Effective rate |
|---|---|---|---|---|---|
| Simple, no compounding | $19.20M | $19.20M | $12.00M | $50.40M | 8.00% |
| Annual | $25.53M | $23.47M | $14.08M | $63.08M | 8.00% |
| Quarterly | $26.54M | $24.34M | $14.58M | $65.45M | 8.24% |
| Monthly | $26.77M | $24.54M | $14.70M | $66.01M | 8.30% |
Quarterly adds $2.37M to the annual figure, 3.76 per cent of it. Monthly adds $2.93M. The far larger term is compounding itself: annual compounding is worth $12.68M more than simple interest on the same schedule. And ignoring the call dates altogether, accruing 8 per cent on the full $100M from year 0, would give $115.89M, overstating the pref by 83.7 per cent. That is the error the time-weighted rule exists to prevent.
A larger pref does not change total profit. It changes the hurdle the fund must clear before the GP is paid, and how far the catch-up has to run. With a 100 per cent catch-up to 20 per cent, the catch-up is complete once the GP has received pref × 20 / 80.
Hurdle = capital + pref: $163.08M annual, $165.45M quarterly
Catch-up complete = capital + pref / (1 − 20%): $178.85M annual, $181.82M quarterly
| Distributions | GP, annual | GP, quarterly | Kept by the LP | GP share of profit, quarterly |
|---|---|---|---|---|
| $150M | $0.00M | $0.00M | $0.00M | 0.0% |
| $164M | $0.92M | $0.00M | $0.92M | 0.0% |
| $170M | $6.92M | $4.55M | $2.37M | 6.5% |
| $180M | $16.00M | $14.55M | $1.45M | 18.2% |
| $200M | $20.00M | $20.00M | $0.00M | 20.0% |
Below the hurdle the GP gets nothing either way. Above full catch-up, at 1.82x and beyond, the GP has 20 per cent of profit under both conventions and the compounding clause is worth nothing. Between the two, every dollar of extra pref is a dollar moved from the GP to the LP, up to the full $2.37M. The convention is a clause about mediocre outcomes: it matters most to the fund that returns around 1.65x to 1.79x.
The first mistake is to model the pref on committed capital, or from the first close, rather than tranche by tranche from each call date. The second is to model annual compounding when the LPA says quarterly, or the reverse, and then reconcile a waterfall that is off by millions. The third is to read the clause as a headline cost to the GP. On a fund that does well it costs nothing, because the catch-up gives it all back; on a fund that ends near the hurdle it decides whether the GP is paid at all. For how the catch-up itself is solved, see how the GP catch-up is actually solved.
Distributions made before year 10 reduce the balance on which the pref compounds, so a real fund's figures will be lower than these. The convention gap scales with the balance outstanding and the time it is outstanding.
The three-tranche pref, both waterfalls of the chapter and the clawback between them are live in the free workbook for this book, so a different call schedule or measurement year reprices the table. The binary nature of the hurdle is worked in when the promote stops clearing.
(1 + 0.08/4)^4 minus 1, or 8.24 per cent a year. Monthly compounding gives 8.30 per cent. On a $100M commitment called in three tranches and measured at year 10, quarterly compounding adds $2.37M to the accrued pref compared with annual.
On called capital, from the date each tranche is drawn. Accruing 8 per cent on the full $100M commitment from year 0 would give $115.89M by year 10 instead of $63.08M on the actual calls, an overstatement of 83.7 per cent.
Only between the hurdle and the end of the catch-up. With a 100 per cent catch-up to 20 per cent carry, that band runs from $163.08M to $181.82M of distributions in the worked case. Above it the GP receives 20 per cent of profit under either convention.
The time-weighted pref is worked in the Chapters 11 and 12 waterfall workbook of Private Equity Real Estate. The book takes the same case from first principles to the decision, chapter by chapter, and every figure it prints is a live formula in the free companion workbooks.
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