Quote from @David S.:
Quote from @Greg Scott:
I do not like waterfall returns. With waterfall returns, the motivations of the GP and LP will never be aligned. I prefer deals where the syndicator gets a fixed % of the profits. That is as close as you can get to perfect alignment between GP and LP.
Can you clarify your comment regarding waterfalls @Greg Scott ? When I think of waterfalls, I think of something like the LP getting say 1) a 7% preferred return 2) return of all capital AND then 3) the GP gets 25% split of all future proceeds/profits. So when you say that you prefer the syndicator gets a fixed % of all the profits, are you suggesting you see better alignment with the GP just getting a straight split without LPs getting preferred returns? If so, how is that better alignment?
Aside from the waterfall, alignment for me also comes from the GP co-investing an amount that significantly above what he may get in acquisition fees. I see far too many having effectively no co-invest once you net out the acquisition fee.
David:
We have the same definition of waterfall returns, so let me explain my reasoning.
Ignore for a minute that many syndications have all kinds of fees, acquisition fees, construction management fees, refinance fees, disposition fees, etc, and assume that the syndicator is mostly focused on the returns they will make from the deal itself. There is no cleaner alignment between GP and LP than with a fixed % of profits. The return that maximizes profit for the GP also maximizes profits for the LP.
With a waterfall return there are plenty of scenarios where returns are maximized for one but not the other. Here is one example. What if a deal was struggling. It looks like it could deliver a 7% gain. There is a 20% chance it might do better and a 80% chance it will do worse, potentially lose money. In a waterfall, the GP is incentivized to stay the course, gambling the LPs equity, because the GP only makes money above 7%. Look at all the deals going bust right now. How many of them are failing because the GP is gambling with the LP's money?
Under the same scenario, a GP with a fixed percent return would probably make the choice to sell and take profits because they would see the 20/80 decision as a bad bet. It is a bad bet for both the GP and the LP. They would choose a small profit over a bigger loss.