We advise GPs on continuation vehicles and other GP-led secondary transactions, from initial structuring through to closing, helping lower mid-market managers deliver liquidity to existing investors while retaining the assets they know best.
GP-led secondaries have grown from a niche liquidity tool into the largest and fastest-growing part of the private equity secondary market. Sponsors increasingly use continuation vehicles, most often structured around a single high-conviction asset, to give existing investors a liquidity option while extending their own ownership of a company they know well. Where a full sale or public listing is not the right outcome for an asset with more value left to create, a GP-led transaction has become a credible alternative exit route.
Buyer demand has broadened alongside this growth. Dedicated secondary funds remain the core capital base, but they are now joined by a widening pool of institutional investors, evergreen vehicles, and other non-traditional buyers, supporting deeper competition and firmer pricing for well-structured processes.
Continuation vehicles get most of the attention, but they are one structure within a broader GP-led toolkit. The right structure depends on whether the objective sits at the asset or fund level.
A GP-led transaction has more moving parts than a straightforward LP-led sale, since the sponsor sits on both sides of the table. Before taking a process to market, we work through nine factors that determine whether it will land well with LPs and buyers alike.
Clear, consistent communication with existing LPs throughout the process, well ahead of any formal vote.
A meaningful sponsor commitment into the new vehicle, sized to reassure incoming investors.
A well-structured option for existing investors to sell, roll their position, or do a mix of both.
Institutional-grade documentation that can withstand a competitive buyer's diligence process.
A clear, defensible reason for the transaction beyond simply extending the holding period.
Whether the asset requires further investment shapes which structure is the right fit.
Independent, defensible pricing anchored to NAV, credible to both existing and incoming investors.
Independent advice and a fairness process where GP and LP interests can diverge.
Fee and carry terms that work for the sponsor, the new vehicle, and rolling investors alike.
Working through these factors before launch is where much of an advisor's value sits, and it shapes how the transaction is positioned to both existing LPs and incoming buyers.
