My storage fund GP rolled three assets into a continuation vehicle and called it a liquidity event

The majority-by-interests consent mechanic is where they got you, and that clause was written to be used exactly this way.

Fresno and secondary Texas are what you're holding now, and that's not an accident.

The appraisal piece is the thing that would bother me most in that structure. Self-storage cap rates in Portland right now are compressing into the low 5s on quality assets with that kind of NOI, so if the GP's internal appraisal came in anywhere above a 5.5 it almost certainly understated what a real bid process would have cleared. That $1.1M NOI facility could have traded at $20M-plus in a marketed process this past 18 months. If they valued it at $18M and LPs who exited took that haircut quietly because the letter said "liquidity opportunity," that spread went straight into the new vehicle's basis and effectively subsidizes the GP's promote in round two.

What I keep coming back to reading about these structures is that the reset promote is the whole game. The Phoenix assets leased up ahead of pro forma, which means the original fund's waterfall should have been close to or past the preferred return threshold on those specific assets. Rolling them into a new vehicle with a fresh 8% hurdle means the GP gets to run the clock again on cash flows that LPs already earned the promote on once. I don't know your specific waterfall language but if the original promote was asset-level rather than fund-level that distinction matters a lot for whether value actually transferred or whether it just felt that way. Worth getting your attorney to pull the promote calculation on those three specific assets under the original docs before the rollover and compare it to what the new structure resets to.

Your attorney saying it was clean and it being fair to LPs are two completely different standards. Docs permitting something has never once meant the economics weren't lopsided.

That Portland asset at $1.1M NOI, what did the GP appraise it at? Self-storage cap rates in the Portland metro have been sitting around 5.8 to 6.2 depending on vintage, and if they used anything softer than that to set the payout price the exiting LPs left real money on the table relative to what a competitive bid process would have surfaced.

The reset promote clock is what actually moved money here, not the appraisal. If those Phoenix assets had another 18 to 24 months of rent growth ahead, the GP just clipped the original IRR hurdle before it fully crystallized against the best-performing assets and started a new waterfall at a cost basis that baked in the appreciation they already engineered. The Portland facility at $1.1M NOI depending on cap rate applied could have been marked anywhere in a 40 to 60 basis point band and nobody outside the GP's desk would know which end was honest. That spread on a $1.1M NOI asset is not rounding error.

What I would want to see before I said anything definitive is the carried interest catch-up mechanics in the new vehicle docs versus the original LPA, specifically whether the promote threshold in the continuation vehicle uses the rolled-in basis or a fresh equity contribution figure as the denominator. I have seen structures where the rolled basis is set just low enough that the GP is already in the money on day one of the new clock, meaning the promote is not contingent on future performance at all, it is just being collected in installments with better optics. That is the number I would want to run before I decided whether this was aggressive structuring or something worth taking to the LP advisory committee, if that body even has teeth in your docs.