GP-Led Secondary
Private Equity Secondaries
Definition
A GP-led secondary is a transaction initiated by a fund manager to provide liquidity or extend ownership of one or more assets, often through a continuation vehicle.
Why it matters
GP-led deals can solve liquidity and hold-period constraints, but they raise conflicts because the manager may sit on both sides of the transaction.
Common misconceptions
- •A GP-led process is not the same as a simple LP stake sale.
- •A fairness opinion does not eliminate conflicts around valuation, fees, or rollover choices.
Technical details
Common Structures
Structures include single-asset continuation vehicles, multi-asset strip sales, tender offers, preferred equity solutions, and stapled primary commitments.
Governance
Investors review LPAC approvals, conflict disclosures, valuation support, process breadth, fee resets, rollover options, and whether selling LPs receive a true cash alternative.