**Pari-passu** ("on equal footing") means two parties share cash flows strictly pro-rata — **no preference, no promote**. Every dollar is split by ownership percentage, full stop. It's the *opposite* of a [[Preferred return and promote|promote structure]], not a flavor of one: there's no hurdle the LP clears first, and no carried interest the GP earns on the upside. This is the natural structure for an indefinite hold. Because [[Promotes are incompatible with indefinite hold periods]], a GP who wants to hold forever can simply go pari-passu on their co-invest — earning their keep from fees and their ownership share rather than a promote. The richer alternative is [[Promote crystallization]], which *converts* the promote into a permanent ownership stake instead of dropping it. Related: [[Preferred return and promote]] · [[Promotes are incompatible with indefinite hold periods]]