The dilution on a second capital call cost me more than the operating miss
Closing this one out after four years so I might as well write down what it actually cost.
I came in as an LP for $200k out of a $6.4M LP raise, so 3.1%, on the conversion of an older full service box into a dual-brand select service property in a secondary market. 148 keys after the conversion. PIP and conversion budget was $9.4M, about $63k a key, with a 5% contingency line. Bridge at roughly 72% of cost, three years with two one-year extensions.
Two things went wrong and they were not the same size.
The operating miss: underwriting had RevPAR at $92 by month 18 post-opening. We got $71 and a RevPAR index of 88 against the comp set the brand assigned us. Rate held up better than occupancy. GOP margin came in at 34% against 41% underwritten, mostly wages and insurance. Operator was replaced in year three, which cost us a transition period nobody had budgeted for.
The part that actually took my money: the conversion landed at $11.8M, $2.4M over. The docs permitted an additional call up to 25% of committed capital, and the sponsor used it. My share was $52k, notice period 14 days. My own cash was locked in a bridge on a small four-property portfolio I was refinancing that same month. I didn't fund. The dilution formula reduced non-contributing members by 1.5x the unfunded amount in units, so 3.1% became 1.7%.
Sale last quarter at about $118k a key against $146k underwritten. My distribution at the end was $124k on $200k in, and there were no operating distributions at any point in four years. So call it a $76k loss plus four years of the money doing nothing.
Had I funded the $52k I'd have gotten roughly $205k back on $252k. Still a loss, smaller in percentage terms.
What I'd do differently: read the dilution mechanics before the pro forma, and hold liquid cash equal to my pro rata share of the maximum permitted additional call for the whole construction period. I treated a hotel conversion like a stabilized LP position, and the two have nothing in common on the cash side.