Investors Demand Variations to PE Management Fees and Distribution Waterfalls (Part One of Two)

Approximately ten years ago, Paul Weiss began an informal survey of the terms that middle-market private equity (PE) managers were agreeing to with investors. Covering approximately three dozen major recent PE fund launches, the survey provides valuable insight into the concerns of sponsors and the evolution of their push-pull relationship with investors over fund terms. The survey results were presented in a program hosted by Brian T. Davis and Dimitri G. Mastrocola, partners at international recruiting firm Major, Lindsey & Africa (MLA), and featuring Paul Weiss partners Marco V. Masotti, Matthew B. Goldstein, Conrad van Loggerenberg and Lindsey L. Wiersma. This first article in a two-part series generally describes the state of play with respect to the basic economic terms of PE funds – management fees and distribution waterfalls. The second article will explore the frothy PE fundraising environment, as well as trends in fund governance terms and the general PE marketplace. For more on issues pertinent to PE sponsors, see our two-part series on SEC examination topic trends: “Outside Business Activity Disclosure, Subscription Credit Facility Use and Cybersecurity Policies” (Mar. 19, 2019); and “Minority Stake Transactions, Co‑Invest Conflicts and Other Concerns” (Mar. 26, 2019). For coverage of a prior program hosted by MLA, see our two-part series offering perspectives on internal compensation arrangements for investment professionals: “Carried Interest and Deferred Compensation” (Mar. 15, 2018); and “Hedge Fund Compensation and Non-Competes” (Mar. 22, 2018).

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