
Investing in real estate can be a lucrative venture, but it's essential to understand the intricacies of net cash flow preferred return. This concept is a crucial aspect of real estate investing, where investors receive a guaranteed return on their investment.
A net cash flow preferred return typically ranges from 8% to 12% annually, as seen in some examples. This ensures that investors receive a minimum return on their investment, providing a sense of security.
Investors should carefully review the terms of the investment to understand the preferred return rate and how it's calculated. This will help them make informed decisions about their investment.
Understanding Preferred Return
Preferred return is a crucial concept in real estate investing, and it's essential to understand how it works. The preferred return is a contractual entitlement to distributions of profit from net cash flow until a threshold rate of return has been met.
In most cases, the preferred return is set at 8%, but it can range from 6-10%. For example, a sponsor may structure a transaction with an 8% preferred return, where limited partners (LPs) receive 100% of profits until the investment reaches an 8% return.
The preferred return is usually based on the ownership percentages or amounts stated in the legal offering documentation. For instance, a 70/30 split is common, but other splits are not uncommon.
A preferred return is typically used as the first hurdle in a real estate waterfall, where LPs receive distributions before other stakeholders. The distribution to LPs is determined using a formula that takes into account the beginning balance, preferred return, prior distribution, and equity contribution.
Here's a breakdown of the typical structure of a preferred return:
- Preferred return rate: 8% (but can range from 6-10%)
- Hurdle rate: 8% (but can be higher or lower)
- Distribution to LPs: 100% of profits until the hurdle rate is met
- Distribution to other stakeholders: after the hurdle rate is met
The preferred return is an important consideration for investors, as it can significantly impact their returns. By understanding how preferred return works, investors can make more informed decisions about their investments.
Equity Waterfall Components
An equity waterfall is made up of several key components that determine how profits are distributed among partners. The preferred return, also known as the hurdle rate, is the minimum return that must be met before any profits can be distributed.
The preferred return is typically expressed as a percentage and is usually set at 8-12% per annum. This means that if the investment generates a net cash flow of $100,000, the preferred return would be $8,000-$12,000, leaving the remaining amount for distribution among partners.
A carried interest, or "carry", is the share of profits earned by the general partner after the preferred return has been met. The carry is usually a percentage of the profits and is typically around 20%. This means that if the investment generates a net cash flow of $100,000 after meeting the preferred return, the general partner would earn $20,000 in carry.
Here are the key components of an equity waterfall:
Equity Waterfall Components
Equity Waterfall Components are a crucial part of any investment or partnership deal. They help determine how profits and losses are distributed among partners.
A Preferred Return, also known as the Hurdle Rate, is the minimum return required by investors before the general partner can receive any profits.
The Carried Interest, or "Carry", is the percentage of profits that the general partner earns after the preferred return has been met.
A Clawback Provision allows investors to recover any losses they've incurred if the general partner's carried interest is too high.
Contributions are the amounts of money or assets that investors put into the partnership.
In a partnership, the General Partner (GP) is responsible for managing the investment, while the Limited Partner (LP) provides the funds.
There are two main types of waterfalls: the American Waterfall, also known as the "Deal-by-Deal" waterfall, and the European Waterfall, also known as the "Whole Fund" waterfall.
A Limited Partnership Agreement (LPA) outlines the terms of the partnership, including the equity waterfall components.
A Management Fee is a percentage of the partnership's profits that the general partner earns for their management services.
Here are the key equity waterfall components:
Catch-Up vs. Lookback Provision Difference
The catch-up provision ensures that investors receive 100% of all profit distributions until a predetermined rate of return is met. This means they get a full share of the profit until a specified return is achieved.
The catch-up provision is distinct from the lookback provision, which requires investors to request a payment from the sponsor on the date of closure. This is a key difference between the two provisions.
Until the target return is met, the interests of the sponsor are subordinate to the investors. This means the sponsor can't receive a distribution until the investors have reached their required return.
The lookback provision, on the other hand, allows investors to "look back" and retrieve distributed profits from the sponsor. This is especially helpful if the sponsor is unable to generate a predetermined return for the investors.
Limited partners tend to prefer the catch-up provision, as it gives them an upfront payment without the need to request reimbursement later. General partners, however, tend to view the lookback provision favorably, as it allows them to allocate funds on investments even if those proceeds must be returned later.
Syndicated Investment Waterfalls
Syndicated investment waterfalls are a crucial component of equity waterfalls, providing a clear structure for distributing returns among investors.
In a typical syndicated investment waterfall, the first priority is to return the investment capital to the investors.
The next priority is to distribute a percentage of the profits to the investors, usually in proportion to their original investment.
The remaining profits are then distributed to the investors, often using a tiered structure that rewards investors with larger returns as the investment performs better.
This structure helps to ensure that investors receive a fair share of the returns, while also providing a clear incentive for the investment manager to perform well.
For example, a syndicated investment waterfall might allocate 80% of the profits to the investors, with the remaining 20% going to the investment manager.
Different Arrangements
Preferred equity typically entitles an investor to both their return of capital and a fixed-rate return before any capital is returned to the sponsor and other equity investors.
In a common equity arrangement, also known as "true" pref, an investor will receive a preferred return before any capital is returned to the sponsor, and will receive profits up to a predefined percentage rate of return.
Pari Passu Pref, which translates to "on equal footing" in Latin, treats the sponsor and the investor equally until the rate of return threshold is met for each.
Real Estate Waterfall Models
A real estate waterfall model is a crucial tool for determining how net cash flow is distributed among investors. It's a step-by-step process that helps ensure everyone gets their fair share.
To build a basic distribution waterfall, you'll need to quantify the net cash flow available for distribution. This involves summing up the levered cash flow, including the purchase outflow and sale proceeds.
The process involves solving for the minimum cash required to meet each hurdle, which is the delta between the current and prior hurdle. Think of it like a series of hurdles in a race – you need to clear each one before you can move on to the next.
You'll also need to input the profit split at each hurdle, which is not necessarily the same as the ownership split. This is an important distinction to keep in mind.
The next step is to calculate the cash flow attributable to each partner, including the promote, at each hurdle. This will help you determine how much each partner is entitled to receive.
To do this, you'll multiply the required cash balance at each hurdle by the coinciding profit split. This will give you the cash flow at each hurdle.
Finally, you'll reduce the net cash flow available for distribution by the cash flow at each hurdle. If the model is adjusted properly, there should be no cash remaining to distribute after reaching the final hurdle.
Here's a summary of the steps involved in building a real estate waterfall model:
- Step 1: Quantify the net cash flow available for distribution.
- Step 2: Solve for the minimum cash required to meet each hurdle.
- Step 3: Input the profit split at each hurdle.
- Step 4: Calculate the cash flow attributable to each partner at each hurdle.
- Step 5: Multiply the required cash balance at each hurdle by the coinciding profit split.
- Step 6: Reduce net cash flow available for distribution by the cash flow at each hurdle.
By following these steps, you can create a real estate waterfall model that accurately determines how net cash flow is distributed among investors.
Tiered Return Structures
Net cash flow preferred return structures can be complex, but they're essential for investors and fund managers to understand.
In a tiered return structure, investors typically receive a preferred return on their investment before the fund manager or sponsor takes a distribution. This preferred return is often a percentage of the net cash flow generated by the investment.
For example, if an investment generates $100,000 in net cash flow and the preferred return is 8%, the investors would receive $8,000 in preferred return before the fund manager or sponsor takes their share.
Tier 1: Capital & Return
The first tier of a real estate waterfall is typically set based on the return of capital, also known as recouping the original investment. This ensures the limited partners' (LPs) original capital contribution is secure.
The net cash flow available for distribution is adjusted for closing costs, including the outflow from the acquisition and sale of the property investment.
The preferred return, or "pref", is 8.0%, which is a common rate used in real estate models. This rate is multiplied by the beginning balance to calculate the preferred return.
The distribution to LPs is determined using the following formula: the ending balance of the capital account roll-forward is equal to the sum of the beginning balance, preferred return, prior distribution, and equity contribution (funding).
The distribution line item is a negative figure, so it's essential to confirm that the intended effect is occurring to ensure the model flows properly.
In Example 1, the cash flow available for distribution is as follows:
The preferred return is paid out before common equity, and is priced at a certain percentage return, which can be paid current out of cash flow, accrue and be paid upon a sale, or a combination of both.
In Example 2, the preferred return threshold rate is 8%, and the first two tiers of the distribution waterfall are 1) return of principal and 2) a different preferred return up to this threshold rate.
Tier 2: 10% Promote Up to 10% IRR Hurdle
In Tier 2, the minimum hurdle rate increases to 10% from the prior 8%. This new rate is used to calculate the preferred return.
The preferred return is calculated using the same formula as before, but with a higher rate. The formula remains the same, but the rate is now 10%.
The "Tier 2 Cash Flow" is the lesser value between the LP and GP cash flows. This is calculated using the formula: Beginning Balance + Preferred Return + Prior Distribution.
The "Promote Tier 2 Cash Flow" is calculated using a specific formula, and the "Promote Cash Flow" simply links to that cell.
Tier 4 40% Promote Up To 25% IRR
In Tier 4, the general partner (GP) earns a 40% promote up to a 25% IRR hurdle rate. This means the GP's returns are directly tied to the fund's performance.
The GP's promote is based on the fund's internal rate of return (IRR), which is a key metric in evaluating investment performance. For Tier 4, the GP's promote kicks in when the fund's IRR reaches 25%.
Here are the key results for Tier 4:
The GP's promote significantly boosts their returns, with an IRR of 46.2% and an equity multiple of 5.8x. This demonstrates the power of aligning incentives with performance.
Carried Interest and Promotions
The carried interest, also known as the promote, is a key component of a fund's distribution waterfall. It's a performance-based contingency payment that rewards the general partner (GP) for meeting pre-determined return targets.
In most cases, the promote is a tiered structure, with each tier having a specific return hurdle rate. For example, in Tier 2, the promote is 10% up to a 10% IRR hurdle rate. This means that if the fund's IRR reaches 10%, the GP will receive a 10% promote on the remaining cash flow.
The promote can significantly impact the GP's returns. In Tier 4, the promote is 40% up to a 25% IRR hurdle rate. This means that if the fund's IRR exceeds 25%, the GP will receive 40% of the remaining cash flow.
Here's a summary of the promote structure in the article examples:
- Tier 2: 10% promote up to 10% IRR hurdle rate
- Tier 4: 40% promote up to 25% IRR hurdle rate
By understanding the promote structure, investors and GPs can better navigate the distribution waterfall and make informed decisions about their investments.
Equity vs. Capital
Equity refers to the ownership interest in a company, while capital is the amount of money invested in the company.
Equity gets paid out before capital, and is priced at a certain percentage return called a preferred return.
This preferred return can be paid current out of cash flow, accrue and be paid upon a sale, or a combination of both.
The remaining cash flow goes to capital partners after repayment of equity.
A distribution waterfall often has the first two tiers as return of principal and a different preferred return up to a threshold rate of return.
For example, a threshold rate of return might be 8%.
Both equity and capital receive return of capital upon a capital event like a sale or refinance.
All other cash flow goes toward the preferred return, and then a portion of the remaining sale proceeds until both equity and capital get to the threshold rate of return.
The threshold rate of return is often the same for both equity and capital, such as 8%.
Real-World Examples and Considerations

In the world of real estate investing, understanding how net cash flow preferred return works is crucial.
Let's take a look at how preferred return is structured in different projects. For example, in the Getaway Leased Cash Flowing Campground deal, investors receive a non-compounding 13% annual return for three years, directly after senior debt service.
The order of profit distribution can vary across projects. In the Bushwick Mixed-Use Redevelopment Project, investors receive a cumulative 10% preferred return before the sponsor and LPs receive any additional returns.
Here's a breakdown of the profit distribution order for the Bushwick project:
In the College Station, TX Student Housing Acquisition Project, investors and the sponsor receive an average 8% annual return across the term of the project before any additional returns are distributed.
Another key consideration is the distribution of returns after the preferred return has been met. In the Bushwick project, investors receive a return of their capital contributions before the sponsor and LPs receive any additional returns.
Sources
- https://cpicapital.ca/preferred-returns-in-real-estate-private-equity-syndications-explained/
- https://www.linkedin.com/pulse/preferred-returns-explained-johnny-nelson
- https://www.wallstreetprep.com/knowledge/real-estate-waterfall/
- https://www.linkedin.com/pulse/overview-syndicated-investment-waterfalls-preferred-profit-altshuler-4qore
- https://equitymultiple.medium.com/what-is-a-preferred-return-68d1e1d4e4c4
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