The rising popularity of GP‑led transactions over the last several years should not obscure the fact that they still pose certain risks and challenges that practitioners are working to overcome, including as to the transactions’ inherent conflicts. Hybrid M&A single-asset deals are a relatively new approach to GP‑led transactions that are attempting to overcome those issues via parallel transactions that seek to transition a portfolio company to a continuation fund while selling a portion of the same portfolio company in an M&A deal to a third-party sponsor. In addition to offering new liquidity for follow-on acquisitions, hybrid M&A single-asset transactions can streamline diligence needs and provide more valuation certainty. The benefits, nuances and complications presented by hybrid M&A single-asset transactions were addressed by an expert panel at the recent Kirkland Liquidity Solutions Academy that featured Kirkland partners Matthew A. Block, Eric N. Fischer and James King. This first article in a two-part series examines underlying secondary market trends; high-level features of hybrid M&A single-asset transactions; potential structural variations that are available; and some advantages the deals can offer. The second article
will consider important factors for sponsors to weigh throughout the hybrid M&A single-asset transaction process, as well as potential sticking points that can crop up along the way. For coverage of previous Kirkland Liquidity Solutions Academy panels, see “Trends and Developments in Secondary Fund Formation
” (Dec. 7, 2021); and “RWI in the Secondary Market: Financial Impact on Transactions and the Process of Obtaining Insurance (Part One of Two)
” (Feb. 11, 2020).