What is a Waterfall Structure

“Show me the incentive, and I’ll show you the outcome.”
-Charlie Munger

In real estate private equity, the term “waterfall” refers to more than just how profits flow — it defines how risk, alignment, and reward are shared.

At Cramlet Capital, we use carefully engineered waterfall structures to ensure our investors are paid first, capital is protected, and incentives remain aligned across the lifecycle of each investment. Understanding how these structures work is key to evaluating opportunities with clarity and confidence.

A waterfall structure is a tiered system that determines how investment returns are distributed. Just as water flows down in stages, capital flows through each tier only after the previous one is satisfied. The waterfall is designed to:

  • Prioritize investor capital
  • Align sponsor performance with investor success
  • Create transparency in how and when profits are shared

The Typical Waterfall Tiers 

1. Preferred Return (add a link to preferred return blog)

The investor receives a fixed return before the sponsor earns anything.

  • Commonly 7–9% annually (ours is typically 8%)
  • Cumulative: If not paid one year, it accrues into the next
  • Acts as a baseline “hurdle” — sponsors don’t earn promote until investors receive this

Investor benefit: Downside protection, predictable return expectation


2. Return of Capital

Once the preferred return is met, the investor’s original principal is returned.

  • 100% of the initial capital is paid back before further splits
  • Ensures sponsors only share in upside after full investor recovery

Investor benefit: Strong capital preservation logic


3. Profit Sharing Begins (Tier 1 Promote)

After pref and capital return, profits are split.

  • Typically 80% to Investor / 20% to Sponsor
  • Reflects initial incentive alignment

Investor benefit: Majority of upside still belongs to LPs


4. Performance-Based Hurdle (Tier 2 Promote)

If performance exceeds a target return (often 15% IRR), the sponsor’s share increases.

  • At Cramlet Capital, we structure this as:
    • 80/20 split up to 15% IRR
    • 75/25 split thereafter

Investor benefit: The sponsor only earns more if they significantly outperform projections


Why This Matters to Sophisticated Investors

Many new investors think of returns in terms of IRR or equity multiple — but the waterfall determines who actually receives those returns, and when. The structure is what transforms projected outcomes into real capital distributions.

At Cramlet Capital, our approach is to:

  • Align long-term interests through performance hurdles
  • Avoid “catch-up” clauses that dilute LP returns too early
  • Offer multiple share classes based on investor priorities

We don’t just build the waterfall to be fair — we build it to reflect our conviction in the deal.


Cramlet Capital Class Share Class Philosophy

While every offering is tailored, here’s a simplified look at how we think about investor classes:

Share ClassDesigned ForReturn Profile
Cash Flow ClassYield-focused investorsHigher cash-on-cash, no equity
Wealth ClassBalanced growth & incomePreferred return + equity upside
Strategic ClassUltra-high-net-worth allocationsCustom terms, no hurdles

Minimums typically range from $50K to $1M, and structures are designed to optimize both cash flow and IRR alignment — while ensuring sponsors are incentivized to perform across all scenarios.


Conclusion

The waterfall is more than a financial framework — it’s the contractual embodiment of trust. It defines how risk and reward are shared, and whether your sponsor is aligned with your long-term goals.

At Cramlet Capital, our waterfalls are built with institutional discipline and entrepreneurial empathy. They protect investor capital, reward performance, and reflect the seriousness with which we treat each dollar entrusted to us.


Next Steps: Explore the Strategy, Not Just the Structure

We’ve built our track record by offering clear, transparent investment structures tailored to investor goals. But the real value is in the strategic design behind each offering.

About Cramlet Capital

Cramlet Capital is a premier private equity commercial real estate investment firm. With decades of expertise and significant liquidity, we identify and acquire world-class, multi-tenanted assets below intrinsic value. Our mission is to deliver superior long-term, risk-adjusted returns for our investors while fostering economic growth and creating valuable assets in the communities we serve.

Disclaimer

This blog is for informational purposes only and does not constitute financial, legal, or tax advice. All investments carry risks, and you should consult with a qualified professional before making any investment decisions. Past performance is not indicative of future results.

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