CASE STUDY · FUND FORMATION · RENEWABLE ENERGY

The waterfall carried its own audit tab into the LP conversation.

A general partner forming a renewable energy fund needed a distribution model an institutional limited partner could trace. Limited partners read a waterfall by following a dollar of proceeds through each tier and checking that the capital account balances move the way the tiers say they should. A model that produces the right headline number and cannot survive that walk does not close a commitment.

The distribution engine

Proceeds run through the tiers in order, period by period, and every tier reconciles to the capital accounts it draws down. Return of contributed capital comes first, then the preferred return accrued to date, then the general partner catch-up, then the residual split. Each period closes with a balance check tying beginning capital, contributions, distributions, and ending capital together for every partner class.

EXHIBIT 1 · DISTRIBUTION ORDER, EACH TIER RECONCILED TO CAPITAL ACCOUNTS

DISTRIBUTABLE PROCEEDS TIER 1 · RETURN OF CONTRIBUTED CAPITAL TIER 2 · PREFERRED RETURN ACCRUED TO DATE TIER 3 · GENERAL PARTNER CATCH-UP TIER 4 · RESIDUAL SPLIT CAPITAL ACCOUNTS BEGINNING BALANCE + CONTRIBUTIONS − DISTRIBUTIONS = ENDING BALANCE CHECKED EVERY PERIOD TIER TERMS AND FUND ECONOMICS WITHHELD. STRUCTURE SHOWN, FIGURES NOT SHOWN.
The distribution order and the capital account reconciliation that governs it. Tier terms and fund economics are not shown.

The audit tab

The workbook grades itself. A dedicated tab runs the integrity tests a limited partner's analyst would run by hand, covering the balance identity on every capital account, the reconciliation between distributions paid and proceeds available, and the arithmetic that closes each tier before the next one opens. Each test states its own pass condition, so a reader can see what was tested rather than trusting a green cell.

A check that cannot fail is worse than no check, because it prints a pass over a defect nobody is looking for any more.

Tests that compare a figure to itself always pass. Every test in the tab was verified by breaking an input on purpose and confirming the test caught it, which is the only evidence that a passing check means anything.

The package

  • A period-by-period distribution waterfall reconciled to capital accounts by partner class
  • A scenario engine driving the fund case from one visible set of assumptions
  • A hold analysis for the operating assets, sized against the fund's own timeline
  • An integrity tab whose tests were each proven capable of failing

The general partner proceeded to limited partner fundraising with the model.

The transferable point

Fund models get read adversarially, and the reader is checking arithmetic rather than judgment. Building the audit into the workbook moves that examination from the diligence call, where a surprise costs credibility, to the build, where it costs an afternoon.

Send the deal.

A written read comes back by email, before any call.

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