Syndication Waterfall Calculator

Accredited

Model LP vs. GP distributions across promote tiers · Year-by-year waterfall

Deal Structure

$

Total LP + GP equity in the deal

$

2.0% of total equity

%

Annual pref paid before promote

yr
$

2.00x equity multiple on total raise

Promote / Waterfall Tiers

Tier 1: Pref to 12% IRR

LP 80% / GP 20%

LP-Favorable
Tier 2: 12% to 18% IRR

LP 70% / GP 30%

Balanced
Tier 3: Above 18% IRR

LP 50% / GP 50%

GP-Favorable

Year-by-Year Waterfall

YearLP Cash FlowGP PromoteLP CumulativeTier
1$8,000$0$8,000Preferred Return
2$8,000$0$16,000Preferred Return
3$8,000$0$24,000Preferred Return
4$8,000$0$32,000Preferred Return
5$150,000$18,000$182,000Exit + Promote

Distribution Waterfall

Return of Capital$100,000

100% to LP

Preferred Return (8%)$40,000

100% to LP (accrues before any GP promote)

Tier 1: Up to 12% IRR$20,000
LP 80%GP 20%
Tier 2: 12% to 18% IRR$30,000
LP 70%GP 30%
Tier 3: Above 18% IRR$10,000
LP 50%GP 50%
LP Distribution
GP Promote

How Waterfall Distributions Work

A waterfall distribution structure determines how profits flow between LPs (limited partners) and GPs (general partners/sponsors). Distributions flow in order: (1) Return of capital — LPs receive 100% of their original investment back first; (2) Preferred return — LPs receive their accrued preferred return; (3) Promote tiers — remaining profits are split between LPs and GPs according to the promote schedule, with the GP's share increasing at higher IRR hurdles. This model uses a simplified American-style waterfall. Actual deal waterfalls may include catch-up provisions, lookback features, clawback clauses, and GP co-investment that affect distributions. Always review the actual Operating Agreement and PPM for the specific deal terms.

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LP Returns (Your Investment)

Your Total Distributions

$182,000

on $100,000 invested (2.0% of equity)

Equity Multiple

1.82x

Estimated IRR

14.3%

Total Profit

$82,000

Total Return

82%

GP Promote (from your portion)

GP Total Promote

$18,000

GP % of Profits

18%

Distribution Breakdown

Return of Capital$100,000
Preferred Return (8%)$40,000
Tier 1 (LP share)$16,000
Tier 2 (LP share)$21,000
Tier 3 (LP share)$5,000
Total LP Distributions$182,000

Simplified model. Actual returns depend on deal performance, fees, timing, and OA terms. This is not investment advice.