10-Year Joint Venture Preferred Return and Promote Waterfall Model

SmartHelping / Joint Venture / Excel

Joint Venture Preferred Return and Promote Model

Model LP preferred return, return of capital, GP promote, two GP entities and time-based vesting across 10 years of cash flow.

10-year waterfall LP and GP returns Two GP entities
Joint venture preferred return and promote waterfall model

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Editable Excel file • Immediate download • Terms

8% Default LP Pref Change the preferred-return rate as required.
No GP Catch-Up Default structure uses a hard preferred-return hurdle.
70% / 30% Residual Split Default split is 70% LP and 30% GP.
GP Promote Vesting Allocate promote between two separate GP entities.

Model Preview

See how the waterfall works

Review the capital structure, cumulative LP preferred return, return of capital, residual split, GP allocations and vesting logic.

Model Walkthrough Review the waterfall sequence, GP promote and investor outputs.
Presentation Preview Explore the model structure, assumptions and distribution outputs.

Inside the Model

Build a complete LP and GP distribution schedule

Enter capital contributions and distributable cash flow, then allocate proceeds through the preferred-return and promote structure.

01

Enter 10 years of cash flow

Input annual distributable cash flow and review the resulting allocations across the full forecast period.

02

Define LP and GP ownership

Configure equity contributions, ownership percentages and the amount of capital invested by each party.

03

Include additional contributions

Add future equity contributions and incorporate them into investor capital accounts and return calculations.

04

Accrue unpaid preferred return

Calculate cumulative LP preferred return, including amounts that remain unpaid when current-period cash is insufficient.

05

Return LP capital

Allocate 100% of the applicable cash flow to the LP until the defined LP capital balance has been returned.

06

Apply the residual promote split

Divide remaining proceeds between the LP and GP according to the selected residual ownership and promote percentages.

07

Allocate promote between GP entities

Divide GP promote distributions between two separate GP entities using editable allocation assumptions.

08

Model promote vesting

Apply an annual vesting schedule to Entity 2 and control how unvested promote is reallocated.

Distribution Waterfall

Follow available cash through each distribution tier

The model carries unpaid obligations forward and applies each tier in sequence before allocating residual proceeds.

1. Available cash

Begin with the annual distributable cash flow available to the joint venture investors.

2. LP preferred return

Pay the cumulative LP preferred return, including any unpaid amount carried forward from prior periods.

3. Return LP capital

Allocate cash to the LP until the applicable contributed capital has been returned.

4. Residual split

Divide remaining proceeds between the LP and GP using the selected promote structure.

GP Promote and Vesting

Separate promote economics from invested capital

Allocate GP promote between two entities and apply a customizable vesting schedule to the second entity’s promote participation.

Two GP entities

Split the GP promote between Entity 1 and Entity 2 independently from their underlying invested capital.

Annual vesting schedule

Define the percentage of Entity 2’s promote that becomes vested during each year of the projection.

Unvested promote treatment

Choose whether Entity 2’s unvested promote is reallocated to Entity 1 or returned to the LP.

Flexible incentive structures

Model operating-partner incentives, seller rollovers and other time-based promote arrangements.

Model Workflow

Move from capital assumptions to investor returns

Configure the joint venture terms before reviewing annual distributions, capital balances and investor outcomes.

Step 1

Define the capital stack

Enter LP and GP contributions, ownership percentages and starting capital balances.

Step 2

Enter cash flow

Add annual distributable cash flow and any future equity contributions across the 10-year period.

Step 3

Configure the waterfall

Set the preferred return, capital-return tier, residual split, GP allocations and vesting.

Step 4

Review investor results

Analyze distributions, outstanding balances, investor cash flows, IRRs and equity multiples.

Model Outputs

Review the deal from every investor perspective

Summary dashboard

Review capital contributions, distributions, return metrics and the major waterfall terms in one place.

Complete waterfall schedule

Audit preferred-return accruals, capital balances and distributions through every waterfall tier.

Investor-level returns

Calculate cash flows, IRRs and equity multiples for the LP, GP and individual GP entities.

Charts and model checks

Use distribution charts, implementation notes and automated checks to review and customize the structure.

Who It’s For

Use the waterfall across multiple investment structures

Real estate joint ventures

Allocate property cash flow between institutional capital and the sponsor or operating partner.

Business acquisitions

Model buyer, investor, seller-rollover and management-incentive economics.

Private investments

Structure preferred returns and promote participation around long-term distributable cash flow.

Sponsors and advisors

Explain, test and document the expected economics for each participating investor.

Bundle Options

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Frequently Asked Questions

Joint venture model FAQ

What is the model’s default waterfall structure?

The default structure uses an 8% cumulative LP preferred return, followed by a 100% return of LP capital and a 70% LP / 30% GP residual split without a GP catch-up.

What happens when there is not enough cash to pay the LP pref?

The unpaid preferred return accrues and carries forward into future periods until sufficient cash becomes available.

Can I enter additional capital contributions?

Yes. The model accepts additional equity contributions across the 10-year forecast and incorporates them into the relevant capital balances and investor cash flows.

How many GP entities can receive promote distributions?

Promote distributions can be allocated between two separate GP entities using editable allocation percentages.

How does Entity 2 vesting work?

Entity 2 can use a customizable annual promote-vesting schedule. Any unvested portion can be reallocated to Entity 1 or to the LP.

What return outputs are included?

The workbook includes investor-level cash flows, distributions, IRRs, equity multiples, charts, a summary dashboard and automated checks.

Turn joint venture terms into a complete waterfall

Model LP preferred return, return of capital, GP promote, entity-level vesting and investor returns in one editable Excel template.

Get the Joint Venture Model