Private Equity Fund Structure | A Simple Model (2024)

Private equity funds are closed-end investment vehicles, which means that there is a limited window to raise funds and once this window has expired no further funds can be raised. These funds are generally formed as either a Limited Partnership (“LP”) or Limited Liability Company (“LLC”). The advantages of these structures for a private equity fund are as follows:

1) Perhaps the biggest advantage for investors is that they are exposed to limited liability. If anything goes wrong in the investment process (bankruptcy, lawsuits, etc.), the investor risks only the capital they have committed.

2) LPs and LLCs are pass-through entities for federal income tax purposes.

Illustrated Organizational Chart:

Private Equity Fund Structure | A Simple Model (1)

Raising a private equity fund requires two groups of people:

1) Financial Sponsor (“Sponsor” in image): The team of individuals that will identify, execute and manage investments in privately-held operating businesses. This is generally comprised of a General Partner and a Management Company.

General Partner: The entity with the legal authority to make decisions for the fund. This entity also assumes all legal liability.

Management Company: The operating entity that employs the investment professionals responsible for allocating capital and managing investments.

2) Investors: The individuals that will provide the capital to make those investments. Because funds are generally formed as Limited Partnerships, investors are often referred to as limited partners.

In raising a fund, the fund founders will reach out to sources of institutional capital such as pension plans and university endowments, as well as high net worth family offices and individuals. The commitment to the fund, known as the “capital commitment,” will be made via a partnership agreement stipulating that the capital invested or resulting assets will be returned within a fixed period of time (typically 10 years). In most cases this is structured as a limited partnership agreement (LPA). The LPA will typically include the following:

Mandate: The partnership agreement may provide parameters for acceptable investments. These restrictions could relate to scale, geography and security type, etc.

Fund Term: This defines the time horizons available for investment and divestment.

Management Fees: This defines the fee tied to the capital raised, or assets under management (“AUM”). The Management Company will typically earn an annual 2% fee on AUM.

Distribution Waterfall: Distribution waterfalls define the economic relationship between the general partner (“GP”) and limited partners (“LP”). This is how the GP earns what is known as a carried interest, which is typically 20% of the proceeds after the LP has received distributions equal to the original capital invested plus a defined preferred return. Please follow this link for an example.

Introduction to Private Equity Series:
Part 1: PE Defined | 3-Statement Model vs LBO | Benefits of Leverage
Part 2: How Leverage Can Create and Destroy Value
Part 3: How to Determine the Appropriate Amount of Leverage
Part 4: PE Participants | Independent Sponsor | PE Fund

For more information about private equity please see ASM’s private equity training course.

Private Equity Fund Structure | A Simple Model (2)

Private Equity Fund Structure | A Simple Model (2024)

FAQs

What is the typical structure of a private equity fund? ›

Fund Structure: Private equity funds are typically structured as limited partnerships. The GP acts as the general partner of the limited partnership, while the investors become limited partners. This structure provides tax advantages and limits the liability of the LPs.

How does a GP LP structure work? ›

The common GP vs. LP legal structure establishes voting rights, legal remedies, and profit-sharing provisions between the GP as the managing entity of the investment and LPs as passive investors in the investment. The GP vs. LP dynamic is common in both private equity and real estate investing.

How does private equity work for dummies? ›

What Is Private Equity (PE) And How Does It Work? Definition of Private Equity: Private equity firms raise capital from outside investors, called Limited Partners (LP), and then use this capital to buy companies, operate and improve them, and then sell them to realize a return on their investment.

What is private equity simply explained? ›

Private equity is ownership or interest in entities that aren't publicly listed or traded. A source of investment capital, private equity comes from firms that buy stakes in private companies or take control of public companies with plans to take them private and delist them from stock exchanges.

What is the 80 20 rule in private equity? ›

80% of your returns will usually come from 20% of your investments. 20% of your investors will usually represent 80% of the capital. For portfolio companies. 20% of your customers will usually represent 80% of your profits.

What is the 2 20 structure in private equity? ›

This is also known as the “2 and 20” fee structure and it's a common fee arrangement in private equity funds. It means that the GP's management fee is 2% of the investment and the incentive fee is 20% of the profits. Both components of the GPs fees are clearly detailed in the partnership's investment agreement.

What is an example of a private equity deal structure? ›

A private equity deal structure example of this is when a company dealing with home appliances is willing to expand its business and has a 100,000-dollar cash flow every year. The company can be liable to get a loan of 180,000 dollars to support its development after being leveraged to its annual earnings.

Is it better to be a GP or LP? ›

Greater control: GPs have direct control over the investment's decision-making processes, allowing them to implement their strategies and execute the business plan according to their expertise. Potential for higher returns: GPs can earn higher returns than LPs due to their active involvement in the investment.

What is the life cycle of a private equity fund? ›

The life cycle of a typical private equity fund is usually ten years, but that ten years generally doesn't start until the team raises substantial capital and it doesn't end until all assets are sold. So, the life cycle of a private equity fund may stretch to as long as 15 years.

What is private equity in layman's terms? ›

Private equity describes investment partnerships that buy and manage companies before selling them. Private equity firms operate these investment funds on behalf of institutional and accredited investors.

What does private equity work look like? ›

Private equity operates with investors and uses funds to invest in private companies or buy out public companies. By doing so, general partners can obtain control over management and other operational changes to increase profitability in hopes to later sell at a successful rate.

How do private equity fund of funds work? ›

How funds of funds work in private equity. The structure of a fund of funds is a limited partnership, similar to that of an individual private equity fund. There is a general partner that operates the FoF and manages the investments, while the limited partners provide the investment capital.

What is the structure of a PE fund? ›

Private equity fund structure

The fund is managed by a private equity firm that serves as the 'General Partner' of the fund. By contributing capital, investors become 'Limited Partners' of the fund. As such, the fund is structured as a 'Limited Partnership'.

How do PE firms make money? ›

Private equity firms make money through carried interest, management fees, and dividend recaps. Carried interest: This is the profit paid to a fund's general partners (GP).

What is private equity explain its methodology? ›

PE operates by investing in privately-held companies with the goal of generating substantial returns. Private equity firms raise funds from Limited Partners (LP) forming a pool of capital. These firms then identify promising investment opportunities, conduct due diligence, and select companies with growth potential.

What legal structure are private equity funds? ›

Private equity funds are closed-end investment vehicles, which means that there is a limited window to raise funds and once this window has expired no further funds can be raised. These funds are generally formed as either a Limited Partnership (“LP”) or Limited Liability Company (“LLC”).

What are the four typical private equity comprises? ›

Equity can be further subdivided into four components: shareholder loans, preferred shares, CCPPO shares, and ordinary shares. Typically, the equity proportion accounts for 30% to 40% of funding in a buyout. Private equity firms tend to invest in the equity stake with an exit plan of 4 to 7 years.

What is the typical fee structure for private equity? ›

These funds have a similar fee structure to that of hedge funds, typically consisting of a management fee (generally 2%) and a performance fee (usually 20%). The performance fee, also known as carried interest, is taxed at the long-term capital gains rate.

What are the three types of private equity funds? ›

3 Types of Private Equity Strategies
  • Venture Capital. Venture capital (VC) is a type of private equity investment made in an early-stage startup. ...
  • Growth Equity. The second type of private equity strategy is growth equity, which is capital investment in an established, growing company. ...
  • Buyouts.
Jul 13, 2021

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