What Is Carried Interests In Real Estate? Definition & Example

What Is Carried Interests In Real Estate? Definition & Example

Carried interest, also known as a “promoted interest” or a “promote” in the real estate industry, is a financial interest in the long-term capital gain of a development. It is given to a general partner (GP), usually the developer, by the limited partners (LPs), the investors in the partnership.

This interest is paid if the property is sold at a profit that exceeds the agreed-upon returns to the investors, and is designed to give the developer a stake in the venture’s ultimate success. This arrangement aligns the interests of the GP with the investors by allowing the GP to share in the “upside” of the real estate venture.

Carried interest is typically only paid if a fund achieves a specified minimum return. If the fund underperforms, carried interest can be forfeited. For example, if a fund targeted a 10% annual return but only returned 7% for a period of time, investors known as limited partners may be entitled under the terms of their investment agreement to “claw back” a portion of the carry paid to the general partner to cover the shortfall when the fund closes.

Key Takeaways:

• Carried interests in real estate are a share of profits earned by general partners in investment partnerships.
• They align the compensation of general partners with the returns of the fund and are typically paid if a minimum return is achieved.
• Carried interests are taxed as long-term capital gains, which have a lower tax rate than ordinary income.
• In real estate deals, carried interests are often referred to as promoted interests.
• Carried and promoted interests in real estate deals are designed to align the interests of the general partner with the investors and compensate them for the risks taken during development.

How Carried Interest Works

Carried interest is a key component of compensation for general partners in private equity, venture capital, and hedge funds. It serves as a performance fee that aligns the interests of the general partners with the returns of the fund. Typically, general partners receive 20% of the fund’s profits as carried interest, but this can vary depending on the terms of the partnership agreement.

In addition to carried interest, general partners also charge an annual management fee. This fee is usually around 2% of the fund’s assets and is intended to cover the costs of managing the fund. The management fee is paid regardless of the fund’s performance and is separate from the carried interest.

Carried interest is not guaranteed and is subject to certain conditions. Generally, the fund must achieve a minimum return, known as the hurdle rate, before the general partners are entitled to any carried interest. Additionally, most partnership agreements include a clawback provision, which allows limited partners to “claw back” a portion of the carried interest if the fund underperforms and fails to meet the expected returns.

Vesting of Carried Interest

Carried interest is often subject to a vesting schedule, which means that general partners do not receive their full share of the profits immediately. Instead, the carried interest is distributed over a period of years, usually to incentivize the general partners to stay with the fund and continue generating returns. The specific vesting terms can vary depending on the partnership agreement.

Example of Carried Interest Calculation

In this example, Investor A and Investor B have invested $1,000,000 and $2,000,000 respectively. The preferred return is 8%, and the hurdle rate is 10%. The total return on the investment is 15% for Investor A and 20% for Investor B. The carried interest is calculated based on the total return minus the preferred return and the hurdle rate. Investor A would receive a carry of $70,000, while Investor B would receive a carry of $140,000.

Taxation of Carried Interest

When it comes to the taxation of carried interest, there has been much debate and controversy. Carried interest is typically taxed as a long-term capital gain, which carries a lower tax rate compared to ordinary income. This favorable tax treatment has often been criticized for benefiting wealthy individuals and creating a loophole in the tax system. Critics argue that it allows these individuals to defer and reduce their taxes, resulting in a significant loss of tax revenue.

In 2017, the Tax Cuts and Jobs Act brought about some changes to the taxation of carried interest. One of the key changes was an increase in the minimum holding period required to qualify for long-term capital gains tax treatment. Previously, the holding period was set at one year, but it was extended to three years. This change aimed to ensure that individuals holding carried interest investments for a shorter period would be subject to higher tax rates.

Efforts have been made to eliminate capital gains tax treatment for carried interests altogether. However, as of now, no significant changes have been implemented. This topic remains a point of interest and contention in discussions surrounding tax reform and fairness in the tax system.

Carried and Promoted Interests in Real Estate

In the realm of real estate partnerships, carried interests often go by the name of promoted interests. These are financial stakes granted to general partners by limited partners in the long-term capital gains realized from a development. Carried interests in real estate serve to align the goals of the general partner with the investors’ objectives and compensate them for the risks undertaken during the property’s development and prior to its sale.

The calculation of carried and promoted interests in real estate transactions is based on the profits achieved after reaching a preferred return or hurdle. This preferred return represents the minimum level of profits that limited partners must receive before the general partner starts benefiting from the carried interest. It ensures that the limited partners’ initial capital investments are protected before the general partner is entitled to a share of the profits.

The distribution of funds between general partners and limited partners, known as the waterfall mechanism, can differ considerably from deal to deal and is subject to negotiation. This mechanism establishes the order and priority in which profits are allocated.

It outlines how the preferred return is satisfied, the proportion of profits allocated to the general partner’s carried interest, and any additional returns distributed to both parties. The intricacies of the waterfall distribution are complex and require careful attention to detail to ensure all parties’ expectations and obligations are met.