PE sponsors looking to raise their own secondaries businesses may see an opportunity to expand that looks similar to raising other business verticals. Although many documentation issues will be familiar to managers with multiple product lines, certain unique challenges arise from investing in funds rather than portfolio companies and from a secondaries fund’s double-sided obligations – i.e.
, as an LP in the underlying fund and as a fund with its own investors. This first article in a two-part series delves into the details of documenting a secondaries fund, with an eye to how terms compare to PE funds and between the two most prominent types of secondaries transactions – LP stakes and GP‑led transactions. The second article
will discuss conflicts that can arise when a manager has both PE and secondaries funds, particularly in light of the possibility that a secondaries fund may contemplate investing in another fund managed by the same sponsor. See our two-part series on launching a secondaries platform: “Why PE Sponsors Expand Into Secondaries and Key Pre‑Considerations to Weigh
” (Oct. 26, 2021); and “Unique Aspects of Fund Structuring and Information Sharing Issues
” (Nov. 2, 2021).