Current Trends and Pressure Points in Negotiations Around Distribution Waterfalls

The distribution waterfall governs the flow of returns to LPs and GPs and is a key provision of any private fund agreement. As the private funds industry evolves, basic waterfall models may need to be adjusted to respond to each party’s changing needs and objectives. In particular, LPs are increasingly pushing back on different features of waterfalls and demanding increased transparency from GPs around write-downs, fee offsets and other features thereof. To better understand current trends and approaches to distribution waterfalls, CSC recently surveyed 200 GPs and 200 LPs equally distributed between North America, Europe and Asia-Pacific about their practices, expectations and drivers around waterfalls. This article discusses CSC’s key findings as presented in its report, “Distribution Waterfalls 2024: Transparency, Technology, Trust,” with additional insights from interviews with Clifford Chance partner Michael Sabin and Vinson & Elkins partner Robert Seber. For additional insights from Seber, see “Avoiding a Midlife Crisis: Flaws With Fund Terms After the Commitment Period and How to Improve Them” (Jan. 12, 2021); and from Sabin, see “ILPA Updates Its DDQ to Cover Newly Relevant Topics, but GPs Wonder Whether LPs Will Embrace It” (Dec. 21, 2021).

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