To Roll or To Sell: Practical Tips and Pitfalls for LPs in Continuation Vehicles (Part One of Two)

The PE secondaries market is booming, and much of its growth – by nearly one-third in the year ended October 2024 – is driven by sponsor-led secondary vehicles. Those, in turn, are led by continuation vehicles, in which a new fund managed by a GP acquires one or more assets owned by an older vintage fund rather than selling them through traditional exit routes. LPs have generally shunned continuation vehicles. When presented with the resulting roll/sell election, they often choose the liquidity of the latter. That may be changing, however, as continuation vehicles become more common and familiar. Still, it is not easy for LPs to roll their existing fund investment into a continuation vehicle, as it requires them to navigate information and logistical hurdles. Those topics were covered in a Morgan Lewis webinar featuring partners John D. Cleaver and Carrie J. Rief. This first article in a two-part series describes the increase in LP interest in rolling into continuation vehicles, the steps involved in the transaction process and factors LPs should weigh when evaluating roll opportunities. The second article will detail issues LPs should diligence when scrutinizing continuation vehicles, as well as the election options available to LPs. See our two-part series on hybrid M&A single‑asset transactions: “Notable Benefits From Parallel M&A and Continuation Fund Deals” (Nov. 17, 2022); and “Complications to Consider and Negotiating Points to Navigate” (Dec. 1, 2022).

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