金程教育 wwwgfedunet 专业领先增值 80 234

金程教育 专业·领先·增值
80-234
专业来自百分百的投入
Year Called ‐
Down
Paid ‐ in
Capital
Mgmt
Fees
Operatin
g Results
NAV
before
Distributi
ons
Carried
Interest
Distrib
ution
NAV
after
Distribu
tion
2004 40 40 0.8 ‐ 10 29.2 29.2
2005 20 60 1.2 ‐ 5 43.0 43.0
2006 15 75 1.5 30 86.5 76.5
Key Points ：
ATCF & ATER
¾ Calculation Process:
Step 1: determine tax payable
Taxes = (NOI – Dep. – Int.) X investors’ marginal income tax rate
Step 2:Determine ATCF
ATCF = NOI – debt service – taxes payable
Step 3: Determine ATER
ATER = sales price – sales exp. – mortgage balance – tax on sales
Recaptured depreciation:
Depreciation that was taken in anticipation of a decline in the value of an asset which
ultimately did not materialize.
Recaptured depreciation 与 capital gain 适用的税率不同，分别是 t1 和 t2 。当 realized gain
小于 accumulated depreciation (AD) 时候， realized gain 全额适用 t1 税率。当 realized gain
大于 AD 时候，相当于 AD 金额的 gain 部分适用 t1 税率，差额适用 t2 税率。
Example: Band ‐ of ‐ investment method
¾ A property is financed 65% with a 20 ‐ year mortgage and 35% of equity capital. The interest
rate on the mortgage is 8% with monthly payments. The required cash on cash return on
equity capital is 12%. Compute the market capitalization rate.
¾ Sinking fund factor calculation:
¾ N=20*12=240; I/Y=8/12; FV=1; PV=0; (CPT) PMT=0.0017
¾ Sinking fund factor = PMT*12 = 2.04%
¾ Mortgage cost = return on funds + return of capital to lender = 8% + 2.04% = 10.04%
¾ R0(BOI) = 65%*10.04% + 35%*12% = 10.73%
Private Equity Fund Structure
¾ Corporate Governance terms of a PE fund
¾ Tag ‐ along, drag ‐ along clause & Remove for cause
¾ Tag ‐ along, drag ‐ along clauses: Anytime an acquirer acquires control of the
company, they must extend the acquisition offer to all shareholders,
including firm management.
¾ Removal for cause : This clause allows a GP to be fired if a supermajority
(usually 75% or more) of the LPs agree to do so.
¾ No ‐ fault divorce & Investment restrictions
¾ Divorce for cause: This provision allows for the firing of a manager or the

金程教育 专业·领先·增值
81-234
专业来自百分百的投入
termination of a fund given sufficient cause (e.g., a felony conviction of a
senior manager).
¾ Investment restrictions: These specify leverage limits, a minimum amount of
diversification, etc.
¾ Claw ‐ back & distribution waterfall
¾ Clawback: If a fund is profitable early in its life, the GP receives compensation
from the GP’s contractually defined share of profits. Under a clawback
provision, if the fund subsequently underperforms, the GP is required to pay
back a portion of the early profits to the LPs. The clawback provision is
usually settled at termination of the fund but can also be settled annually
(also known as true ‐ up).
¾ Distribution waterfall: This provision specifies the method in which profits
will flow to the LPs and when the GP receives carried interest. Two methods
are commonly used. In a deal ‐ by ‐ deal method, carried interest can be
distributed after each individual deal. The disadvantage of this method from
the LPs’ perspective is that one deal could earn $10 million and another could
lose $10 million, but the GP will receive carried interest on the first deal,
even though the LPs have not earned an overall positive return.