Continuation Vehicles Survey Highlights Increasing Convergence of Some Terms, Vicissitudes Among Others

As the market for continuation vehicles continues to grow, the interests of investors and sponsors are growing more broadly aligned than in earlier years of the fledging continuation vehicle market. In certain areas (e.g., key person provisions), however, a lack of consensus exists as to what are – or should be – industry best practices. In still other areas, such as the use of internalized rate of return and multiple on invested capital in carried interest waterfalls, the popularity of terms has vacillated year over year. Those points were addressed in Morgan Lewis’ Annual Continuation Vehicles Report: April 2025 (Report), which presents findings from an intensive review of 44 continuation vehicles in North America and Europe. This article summarizes key takeaways from the Report – with additional insights from Morgan Lewis partners – on the nuances of negotiations surrounding management fees, sponsor commitments, carried interest waterfalls, lead investor terms, follow-on investments, allocation of organizational costs and key person event provisions. See our two-part series: “Downward Pressure on Management Fees and Carried Interest Rates Evident Across Asset Classes” (Jan. 9, 2025); and “Movement in Fund Formation and Governance Provisions Driven by Increasing LP Negotiating Power” (Jan. 23, 2025).

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