Comparing five LP protection clauses when a sponsor is only likely to grant one
Across a range of LPAs, one pattern shows up consistently: sponsors will offer a concession, but generally only one. That makes it worth deciding in advance which protection is actually worth spending that concession on. Removal of the GP for cause, with cause defined to include gross negligence and fraud, on a majority of LP interests excluding GP affiliates, sounds like the strongest right on paper. In practice it requires organizing LPs who have never met each other, and for cause almost never covers the thing that actually goes wrong, which is ordinary bad judgment rather than fraud. A cap on dilution from capital calls, so a non-participating LP is diluted pro rata rather than at a penalty multiple, is narrower but bites in exactly the scenario where an LP is most likely to be short of cash. LP consent required to extend the hold period past a stated date addresses the known cost of illiquidity directly. An open-ended extension turns a five year commitment into something that can't be planned around, and a vote in year six changes how a position can be sized in the first place. LP consent required for a refinance that returns capital, or for any transaction with a GP affiliate, targets a different risk. Affiliate property management, affiliate construction, affiliate insurance brokerage, fees stack in those arrangements and rarely get voted on. There isn't a single right answer here, and the right pick often shifts deal to deal depending on the sponsor's balance sheet and track record.
If a sponsor grants you exactly one LP protection, which do you take?
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