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Long Term and Perpetual Capital in Private Real Estate

Managers pursue long dated and perpetual capital because it lengthens the period over which fees are earned and lets them hold assets past the point where a fixed term fund would force a decision. A continuing platform also removes the need to assemble new equity for every asset. For the investor, the extra duration is worth what it adds to returns, and the exit terms in the documents decide how much liquidity exists.

How a 10 plus 2 year fund differs from an open-ended vehicle

A long term private fund is typically committed for 10 years with two one-year extension options, so its longest scheduled life is 12 years. A perpetual vehicle has no scheduled end at the vehicle level. Investors leave through the exit terms in the documents, and those terms decide how much liquidity exists.

The traditional pooled real estate fund runs on a shorter clock. Limited partner commitments typically last 5 to 8 years, private equity real estate funds typically target exits within 5 to 7 years, and the common pricing is a 2% management fee with a 20% performance fee.

That clock sits on top of every asset in the fund. A property whose business plan needs another cycle still reaches a decision point when the term ends. The manager can sell it, draw on an extension, or move it into a new vehicle. The fund calendar can dictate the sale date even when the asset calendar points elsewhere.

Longer capital changes who controls that timing. A manager with committed life beyond the usual fund term can choose the sale date on asset merits, and an investor in the vehicle accepts a later and less certain return of capital as the price.

Every year added to the term is a year of investor capital that stays committed.

What long dated shares of fee-bearing capital say about fee durability

Large managers publish how much of their capital is long dated or perpetual. At one year end, 86% of $457 billion of fee-bearing capital was long dated or perpetual.

Other published figures sit close to that level and measure different things. In one quarter, 85% of fee-bearing capital came from long term or perpetual funding sources. Separately, over 85% of earnings came from a capital base of that kind. A share of capital and a share of earnings are separate ratios, and the measurement dates differ.

In one industrial strategic capital segment, 93% of private and public equity sits in perpetual open-ended or long term ventures plus two publicly traded vehicles.

Managers describe fee-related earnings from predominantly long term or perpetual contractual agreements as the support for their asset management cash flows. That is a statement about the manager’s revenue, which is a different quantity from the investor’s return.

A fund that expires has to be replaced by a successor fund to keep the fee base alive. A long dated or perpetual vehicle postpones that replacement.

How base fees on net asset value move, and how fee-bearing capital runs off

Perpetual strategies earn base management fees on the total capitalization or net asset value of perpetual affiliates, and on the net asset value of perpetual private funds. The fee base is a valuation, so the fee moves with it.

At an unchanged rate, a lower net asset value produces a lower fee. A capitalization formula depends on exactly what the contract counts as capitalization. A continuing fee can still shrink.

Fee-bearing capital also runs off. In one group of long term private funds, fee-bearing capital decreased by $468 million, or 1%, to $39 billion over a year. The end of a mature flagship fund’s management fee period and investor distributions were partly offset by $4.4 billion of inflows, so the runoff was larger than the inflows.

Carried interest runs on a different clock from the base fee. In long term private funds it depends on investors first receiving a preferred return. That threshold sits in the waterfall, and cash is paid only if the properties produce it.

Managers frame value creation as growth in fee-related earnings and carried interest, primarily through fee-bearing capital and investment results. The base fee follows the capital, and carry follows the results. A vehicle with a long life lets the first accumulate while the second waits for realizations.

Platform equity and continuation vehicles for development and recapitalization

Platform capital changes the unit in which equity is assembled. In one data center platform, equity from a single institutional partner was arranged as a perpetual engine. The usual alternative is project level capital with joint venture capital on each individual asset.

Duration answers how long a relationship can last. Funding terms answer whether a given project receives capital. A perpetual engine still has to define which assets qualify and how much is available.

Property type shapes the case. Industrial property supports manufacturing and storage activity, often under long term leases to operating businesses. Where leases run long, contracted income can extend past a fixed fund’s scheduled life.

A continuation vehicle sits between the two structures. One with a 15 year term gives an existing deal a long runway, and the term still ends.

“We recapped one deal in a continuation vehicle and it’s as close to permanent capital as we can get, which was a 15 year term for us.”

Park Madison Partners

Worked example: fee income on a $500 million vehicle over 15 years, fixed term and perpetual

This hypothetical comparison holds the starting equity, the fee rate and the measurement window constant. Each case starts with $500 million of investor equity, charges a 1 percent annual management fee on the fee base and is measured over 15 years. Performance fees and transaction costs are excluded. Fund extensions are ignored, and no successor fund is raised.

Base case, fixed term fund with a 10 year life. The fee base stays at $500 million. The annual fee equals $500 million multiplied by 1 divided by 100, which is $5 million. Over 10 years the manager collects $5 million multiplied by 10, which is $50 million. The fund then ends, so the remaining 5 years of the window (15 minus 10) produce no fee.

Stressed case, perpetual vehicle with a markdown. Net asset value falls by 20 percent in the first year and stays there. Net asset value equals $500 million multiplied by (100 minus 20) divided by 100, which is $400 million, a markdown of $100 million. The annual fee equals $400 million multiplied by 1 divided by 100, which is $4 million. Over 15 years the manager collects $4 million multiplied by 15, which is $60 million.

For reference, a perpetual vehicle with net asset value flat at $500 million earns $5 million multiplied by 15, which is $75 million.

The stressed perpetual case still earns $10 million more than the base fixed term case ($60 million minus $50 million), a difference equal to 20 percent of the fixed term total. The annual fee is lower in the stressed case ($4 million against $5 million), and the extra five years of fees more than offset that.

These are manager fee figures only. The investor in the perpetual case holds an interest marked $100 million lower and pays fees for five more years, so the manager’s fee durability and the investor’s result are separate calculations.

Mistakes that distort a long dated capital comparison

Reading a high long dated share as proof that capital never ends overstates it. A 10 year fund with two one-year extensions counts as long term capital and still ends at 12 years at the latest. A share of 86% measures contract tenor across fee-bearing capital, and it says nothing about when any one investor gets cash back.

Treating a share of fee-bearing capital and a share of earnings as the same ratio mixes two bases. One is a proportion of capital on which fees are earned, and the other is a proportion of earnings. Figures of 86% of capital and over 85% of earnings can both be accurate and still describe different things.

Assuming fee-bearing capital only grows ignores runoff. When a mature fund’s fee period expires and investors receive distributions, fee-bearing capital falls even in a year with $4.4 billion of inflows, as a decrease of $468 million, or 1%, to $39 billion shows.

Treating a perpetual base fee as a fixed annuity ignores the valuation base. In the worked example a 20 percent markdown cuts the annual fee from $5 million to $4 million at the same rate. The fee continues, and its size depends on net asset value or capitalization as the contract defines them.

Reading the preferred return as promised income misreads the waterfall. Carried interest depends on investors first receiving a preferred return, which sets the order of cash payments and has no effect on how much cash the property generates.

Calling a 15 year continuation vehicle perpetual blurs a finite term and an open-ended one. The longer runway helps the asset hold period, and the vehicle still faces a termination date and the sale or extension decision that comes with it.

Questions to ask of a long dated or perpetual capital document

What is the longest scheduled life, including extensions? A 10 year term with two one-year extension options runs to 12 years, and a vehicle with no scheduled end has exit terms as the only liquidity guide.

Does the management fee period end before the vehicle does? A fee period can expire in a mature fund while capital is still invested, and fee-bearing capital falls at that point.

What exactly sits in the fee base? Net asset value and total capitalization produce different fees on the same portfolio.

How is net asset value determined, and how often? A fee on net asset value moves with each valuation, so the valuation process feeds directly into manager revenue.

Can sale proceeds be reinvested before they reach investors? Reinvestment keeps capital committed after a property is sold.

What route turns an investor’s remaining interest into cash? A distribution from operations returns income, and only an exit provision returns the position itself.

What qualifies an asset for the next round of platform equity? A perpetual engine still needs terms that define eligible projects and available amounts.

How does the preferred return gate carried interest? The threshold decides when carry can be paid, and the property still has to generate the cash.

What term does a continuation vehicle carry, and what happens when it ends? A 15 year term is long and finite.

Sources
  • Bn annual report, Brookfield (link)
  • The Single Family Office: Direct Investments edition, book by Richard C. Wilson
  • Bam annual report, Brookfield (link)
  • Letter to Unitholders, Brookfield (link)
  • 10-K: Annual report pursuant to Section 13 and 15(d), Prologis investor materials (link)
  • The Data Center Boom with Chris Crosby, Walker and Dunlop (link)
  • Park Madison Partners (link)

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