Secondaries & Liquidity Solutions

We represent both fund sponsors and investors in structuring, negotiating and executing continuation fund transactions, which allow sponsors to move one or more assets out of an existing fund and into a new fund for further value creation. Our team negotiates the terms of the rollover for existing investors, facilitates new capital commitments from secondary buyers, and manages the transfer of assets, investor consents and regulatory filings required to complete these complex transactions.

We guide sponsors and investors through fund recapitalizations, fund extensions, and other GP-led restructurings that address evolving investor needs or changing market conditions. Our services include designing transaction structures, negotiating with existing and new investors, amending fund documentation, and ensuring compliance with fiduciary and regulatory obligations.

We represent sponsors in structuring and executing tender offers, where investors are given the option to sell all or part of their fund interests to a new buyer, as well as strip sales, which involve selling a portion of a fund’s interest in a portfolio to a special purpose vehicle managed by the same sponsor to address liquidity needs while maintaining exposure to the underlying assets and alignment with investors. Our team drafts offer documents, coordinates with buyers and existing investors, and ensures all regulatory and disclosure requirements are met.

We represent institutional investors, fund of funds, and other market participants in the purchase and sale of limited partnership interests or similar interests in private funds. Our work includes conducting due diligence on underlying fund assets, negotiating purchase and sale agreements, managing the transfer and consent process with general partners, and addressing any regulatory or tax considerations.

We advise sponsors and investors in the structuring and negotiation of preferred equity investments, where an investor provides capital to fund a portfolio in exchange for a preferred return profile, often sitting between debt and common equity in the capital structure. We also advise on other structured solutions such as securitizations and synthetic secondaries, tailoring each structure to meet the specific liquidity and risk objectives of our clients.

We help clients identify and manage conflicts of interest inherent in secondary and GP-led transactions, draft and negotiate disclosure materials, and coordinate the investor approval process. Our team ensures compliance with SEC, ERISA and other regulatory regimes by reviewing transaction terms, preparing necessary filings, and advising on best practices for transparency and governance.

Leveraging our global platform, we deliver sophisticated cross-border structuring and tax advice which enables clients to maximize after-tax returns and ensure compliance with local and international regulations in multi-jurisdictional transactions. Our services include analyzing tax implications, designing efficient holding structures, coordinating with local counsel, and ensuring compliance with international regulatory requirements to optimize tax treatment.

We advise both borrowers and lenders on NAV-based financing facilities, where a fund borrows against the value of its investment portfolio to provide liquidity to investors or support new investments without requiring the sale of underlying assets. We also structure and negotiate credit secondary transactions, where debt positions in funds or portfolios are bought and sold in the secondary market.

We design and implement customized liquidity solutions that do not fit traditional secondary or financing models, such as hybrid deals combining elements of equity, debt and synthetic exposure, or solutions for complex asset profiles. Our team works closely with clients to assess portfolio needs, develop transaction structures and execute deals that achieve specific strategic or financial objectives.