The Next Problem for Private Markets: The GP Clawback
/The obvious issue today for many private markets investors is the continued slow return of capital — a lot of value is tied up in private funds with little guidance on when it’s coming back.
But there’s another issue I predict will be the next major headache for LPs:
The GP clawback.
A number of investors will find themselves in the following scenario.
Several of their funds — those with deal-by-deal waterfalls and 2018–2022 vintages — saw early winners and realizations. Realized IRRs cleared the preferred return and carried interest was paid to the GP. So far, so good.
However, much of the unrealized value in these funds, which GPs are still marking at or near prior valuations, will actually come in well below the preferred hurdle. That will drag cumulative IRRs below the hurdle rate and trigger a clawback.
This isn’t a short-term liquidity/uncertainty/volatility issue as claimed by GPs. It’s a “mediocre companies bought at high prices” issue. Many funds are stuck, GPs and LPs know it, and now it’s just a game of when the pain is realized.
This won't be a problem for every fund, but it will be a problem for many. Yes, I know every GP and LP thinks they are the exception, but perhaps at least prepare yourself for this possibility, especially with those funds sitting right at or above the hurdle rate. It will only take one or two realized blow-ups to drive the IRR below the hurdle.
But wait, there’s a second problem.
LPs won’t get back 100 cents on the dollar — thank you, net-of-tax language. Some may not get anything back (I actually had a GP respond to a clawback obligation with “Sue me”). Others may have the willingness but not the cash — small funds without resources or a successor fund, funds that lack an escrow provision, etc.
I’ve compiled this guide from notes across the funds and GPs I’ve worked with over many years. LP awareness of clawback mechanics isn’t great, and I expect this issue to become significantly more prominent over the next few years.
Read the GP Clawback Guide Here
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