What Are Incentive Distribution Rights?

Incentive distribution rights (IDR) give a general partner an increasing share of a limited partnership's incremental distributable cash flow. Used in master limited partnerships (MLP), IDRs outline per-unit distribution increases to the limited partners.

Key Takeaways

  • Incentive distribution rights award a general partner a greater share of the profits of a partnership as revenue increases.
  • It is meant to encourage the general partner to drive growth for limited partners.
  • The system can be abused. Limited partners need to thoroughly scrutinize agreements.

The general partner's share of incremental distributable cash flow usually starts at 2% but may be as high as 20% or even 50%.

Incentive Distribution Rights Explained

A master limited partnership's IDR schedule tends to be structured to encourage the general partner to drive distribution growth for limited partners. If the payouts for limited partners reach a predetermined level, the general partner receives an increasingly higher payment based on the limited partnership's incremental cash flow.

Incentive distribution rights are generally determined based on quarterly distribution figures.

Analyze the Structure

IDRs are relatively uncommon and can be complex. They are often misunderstood by MLP investors. In addition, some general partners have abused the IDR mechanism in order to generate outsized payments to themselves.

Each IDR within an MLP is structured differently, and prospective MLP limited partners need to carefully analyze that structure in any potential investment. Some structures may have the effect of promoting or inhibiting distribution growth for limited partners.

What to Watch Out For

Some incentive distribution rights are structured in a way that unfairly benefits the general partner (GP). Bob Coble, a portfolio manager and analyst writing for Oppenheimer Funds, provides a couple of examples of IDR mechanics within an MLP:

  • Kinder Morgan Energy Partners (KMP), on an adjusted basis, distributed $0.63 per unit to its LPs in 1995 and $2.1 million to its GP through IDRs. In 2013, prior to the roll-up of KMP by its GP, Kinder Morgan Inc. (KMI), KMP was paying $5.33 per unit to its LPs and $1.6 billion annually to KMI through IDRs. For little incremental investment, KMI experienced a 75,000% increase in IDR cash flow, which accounted for 52% of the total cash flow being distributed by KMP.
  • Plains All American Pipeline LP (PAA), in 1999, on an adjusted basis, distributed $0.92 per unit to its LPs and $230,000 to its GP through IDRs. For the most recent quarter, prior to its IDR restructuring, PAA was distributing $2.80 per unit to its LPs and $615 million annualized to its GP through IDRs. For little incremental investment, PAA’s general partner experienced a 250,000% increase in IDR cash flow which accounted for 34% of the total cash flows being distributed by PAA.

Reliable Cash Flow

As Coble notes, the general partner incentive can be enormous. That generally means that the limited partner has also done well` over a long period of time. And, if the MLP's performance should falter, the limited partner should see their cash flow hit less drastically than the general partner because of the IDR's structure.

Some limited partners give up big gains in favor of steady cash flow.

The bargain for limited partners is that they trade some (or a lot) of the upside for more steady, reliable cash flow. But cash flow and the risks of IDRs frequently lead to contentious relations between limited partners and the general partner. Some GPs abuse the IDR mechanism, creating terms that drastically favor them over the limited partners.