What can private equity firms do to re-incentivise management if the management incentive plan (MIP) is underwater?

There are a variety of options; and which might work depends upon the circumstances. There are a number of issues to consider, such as the level of consent required to make changes to the structure. There are likely significant tax implications to consider for many routes.

The solutions that might work in one jurisdiction do not necessarily work in another jurisdiction. For example, in the US it is often easier to restructure an underwater MIP. This is because incentive equity is typically structured as profits interests, with no purchase price or taxation on issue. This makes it relatively easy to issue a new series with a threshold or hurdle at a new, lower value, resetting the economics and providing a continued incentive to management. READ MORE